Agenda 06/14/2016 Item #16E10 6/14/2016 16.E.10.
EXECUTIVE SUMMARY
Recommendation to approve Amendment #1 to Agreement #12-5831 for Unemployment Cost
Management Services to TALX Corporation in the estimated annual amount of $2,400, and
affirm the Procurement Director's execution of this amendment.
OBJECTIVE: To provide for the management of the County's unemployment claims.
CONSIDERATIONS: To ensure that payments are made for unemployment compensation claims by former
employees, the Human Resource Division contracts with an external vendor that administers claims and the
appeals process.
On April 10, 2012 (16E1)the Board of County Commissioners approved Agreement#12-5831 to TALX UCM
Services, Inc. d/b/a UCeXpress (TALX), for $3,160 per year, for four (4) years ending April 30, 2016. As
agreed to in the original Agreement, the Board also appointed TALX to represent the County as an agent and
Attorney in Fact in Unemployment tax and claim related matters.
With this year's contract expiration, staff reviewed possible options for a new solicitation or the possibility of
continuing with TALX. Staff reviewed requirements and spoke with TALX representatives about the County's
historical practices,and future activity volume. After further conversations with TALX, staff determined that an
amendment to the current low dollar Agreement was consistent with the Board's Procurement Ordinance
Section 7 for Small Purchases (less than $3,000) and in the best interests of the County. The attached
amendment includes the following changes:
• Add three additional years to the Agreement(May 1,2016–April 30,2019);
• Reduce the yearly base fee to $2,400 (from the previous contract amount of$3,160.00);
• Lower the total claims included in the package to fifty(50) from eighty five(85);
• Increase the excess claim fee to $18.50 from $16.50 (only used if the number of such claims is over
50—over the four(4) year period of the contract there have been an average of only 26 such claims per
year;with the highest number of such claims (51)occurring in 2013); and,
• Add a fee for attending hearings (only if the number of hearings exceed the ten(10) included in the per
year package—there were only eleven(11)attended hearings for the period from 2012-2015).
This amendment will be an overall cost savings to the County because, based on the historical activity, the
County should not exceed the threshold for claims, hearings attended, nor the excess state unemployment (SUI)
account number thresholds.
FISCAL IMPACT: Funds for these services are included within the Human Resources budget allocation.
GROWTH MANAGEMENT IMPACT: There is no growth management impact associated with this
Executive Summary.
LEGAL CONSIDERATIONS: This item is approved as to form and legality, and requires majority vote for
Board approval.—SRT
RECOMMENDATION: That the Board of County Commissioners approves Amendment#1 to contract#12-
5831 for Unemployment Cost Management Services to TALX Corporation in an estimated annual amount of
$2,400.00,and affirms the Procurement Director's execution of this amendment.
Prepared by: Amy Lyberg,Human Resources Director
Attachments: 12-5831 –Amendment#1,Contract 12-5831
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COLLIER COUNTY
Board of County Commissioners
Item Number: 16.16.E.16.E.10.
Item Summary: Recommendation to approve Amendment#1 to Agreement#12-5831 for
Unemployment Cost Management Services to TALX Corporation in an estimated amount of
$2,400, and affirm the Procurement Director's execution of this amendment.
Meeting Date: 6/14/2016
Prepared By
Approved By
Name: pochopinpat
Title: Operations Coordinator,Administrative Services Department
Date: 6/7/2016 11:06:37 AM
Name: pochopinpat
Title: Operations Coordinator,Administrative Services Department
Date: 6/7/2016 11:09:21 AM
Name: pochopinpat
Title: Operations Coordinator,Administrative Services Department
Date: 6/7/2016 11:15:20 AM
Name: Bendisa Marku
Title: Operations Analyst,Senior,Administrative Services Department
Date: 6/7/2016 11:51:42 AM
Name: MarkiewiczJoanne
Title:Division Director-Procurement Services,Procurement Services
Date: 6/7/2016 12:37:06 PM
Name: MarkiewiczJoanne
Title:Division Director-Procurement Services,Procurement Services
Date: 6/7/2016 12:37:14 PM
Name: TeachScott
Title:Deputy County Attorney,County Attorney
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Date: 6/7/2016 1:51:57 PM
Name: PriceLen
Title: Department Head-Administrative Svc,Administrative Services Department
Date: 6/7/2016 1:52:11 PM
Name: KlatzkowJeff
Title: County Attorney,
Date: 6/8/2016 8:42:47 AM
Name: WellsLaura
Title:Management/Budget Analyst, Senior, Office of Management&Budget
Date: 6/8/2016 12:34:31 PM
Name: CasalanguidaNick
Title: Deputy County Manager, County Managers Office
Date: 6/8/2016 1:11:42 PM
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•
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.
Collier County Board of County
CLIENT: Commissioners TALX Corporation
ADDRESS: 3521 4,44 todul I [. ADDRESS: 11432 Lackland Road
O p►�t.r�5r k G. l 2- Louis._M,o 63146
•
Signed By: .SoAlik,5►JrtM414 wt."rSigned By: L4L
..
Printed Nam tinted Name: Da
Title: �► ? ' =us ness Analysis
Date: Date: ..
This Amendment ("Amendment") Is by and between TALX Corporation ("TALX") and Collier County
Board of County Commissioners ("Client"), and is effective as of May 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(Contract# 12-5831) between TALX and Client, with
an Effective Date of May 1, 2012, (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 1
1) Term: Effective May 1, 2016,the Term of Schedule 1 is extended through April 30, 2019; unless either
party provides the other with written notice of termination at least ninety(90)days prior to the end of the
then current term.
2) Annual Fee. Effective May 1, 2016, the annual fee to be paid to TALX for the unemployment cost
management Service to be rendered under this Schedule for Client and its subsidiaries or affiliates listed
on Exhibit A is reduced to $2,400.00 per year, payable in equal quarterly installments. This fee will
increase by two percent(2%) 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.
3) Excess Claims Fee. Effective May 1, 2016, the Excess Claims Fee is increased to $18.50 per claim
exceeding claim threshold.
4) Workload Estimates. Effective May 1,2016,the Transaction Item(s)Workload estimates are replaced in
their entirety with the following:
Transaction Item(s) Workload Estimate
i) Unemployment Claims (50)
ii) Hearing Consultation Provided (All)
CUS-46922,EXECUTABLE,LRO April 19,2016 Amendment to Universal Service Agreement Page 1 of 2
Contract#12-5831
KO A
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iii) Number of State Unemployment Accounts L
5) Hearings Representation. Effective May 1,2016,the 5) Hearings Representation is replaced in
its entirety with the following:
"Hearings Representation
Pursuant to this Agreement and the Power of Attorney executed by Client authorizing and appointing
TALX to represent Client as Client's Agent and Attorney in Fact in unemployment tax and claim related
matters,TALX will provide the following non-legal services at Client's election:
Attend All. TALX or TALX'representative will attend the first ten(10) unemployment hearings with Client
for no additional charge, and will attend the rest of the hearings for a per-hearing charge of $225.00
thereafter."
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.
A.*rove, as IP o+ and Legality
uttiIOW
ellYputy County Attorney
CUS-48922 Amendment to Universal Service Agreement Page 2 of 2
LRD April 11,2016 Contract#12-5831
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A
UNIVERSAL SERVICE AGREEMENT
Client Collier County Board of County
Name: Commissioners Agreement No: ` `k
Address: 3327' Tamiami Trail East
Naples, FL 34112 Effective Date: May 1, 2012
Attn: Fred W. Coyle
Telephone: 239-252-8262
This UNIVERSAL SERVICE AGREEMENT (the "Agreement') is entered into and shall be binding upon
the parties as of the last date executed below by and between TALX Corporation ("TALX"), a Missouri
corporation, and Collier County Board of County Commissioners ("Client"), a political subdivision of the
State of Florida. The parties agree as follows:
1.0 CONTRACT SERVICES
By entering into this Agreement, Client hereby authorizes TALX to provide the employment or payroll
related services (the "Services") described on, and for the fees set forth in, Schedule 1 attached hereto.
The parties may enter into one or more schedules, and such schedules, whether attached hereto or
entered into after the execution of this Agreement, shall be a part of this Agreement. The terms of this
Agreement shall apply to each Service, except as the parties may otherwise provide in the Schedules.
2.0 TERM
The term for each Service is set forth in the applicable Schedule 1. A schedule may expire or be
terminated without affecting the other schedules. This Agreement shall remain in effect as long as there is
an outstanding schedule with a term then in effect.
3.0 TALX OBLIGATIONS
TALX agrees that the Service (i) will be provided in compliance with laws and regulations applicable to
TALX' performance thereof, and (ii) will not infringe trademarks, patents or other intellectual property
rights of others. TALX MAKES NO WARRANTIES AS TO THE SERVICE OR THE DATA, EXPRESS OR
IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, AND/OR FITNESS FOR
A PARTICULAR PURPOSE EVEN IF TALX KNOWS OF SUCH PURPOSE.
4.0 CONFIDENTIALITY
The parties agree that the following will be treated as "Confidential Information": (i) all employment and
income data ("Data") provided by or on behalf of Client to TALX; (ii) all information provided by TALX to
Client pertaining to the Services; (iii) all information which is labeled as such in writing and prominently
marked as "Confidential," "Proprietary" or words of similar meaning by either party; or (iv) business
information of a party which a reasonable person would understand under the circumstances to be
confidential. Any Confidential Information acquired or received by either party (the "Recipient") in the
course of this Agreement will not be disclosed or transferred to any person or entity other than to
employees of a party and, as to TALX, for the purpose of performing its obligations under this Agreement.
Confidential Information received under this Agreement will be treated with the same degree of care and
security as each party uses with respect to its own Confidential Information, but not less than a
- reasonable degree of care. The parties agree to use Confidential Information only for the purpose of
performance of this Agreement and to make no copies except as necessary for performance of this
Agreement. Confidentiality is subject to Chapter 119, Florida Statutes, also known as the Public Records
Law. The Client shall make a good faith determination of the Public Records Law's applicability to the
information provided by TALX and if the Client is compelled to provide such information, the Client shall
provide TALX with notice of its intent to disclose such information. Unless circumstances beyond the
control of the Client require an earlier time of disclosure, the Client shall make reasonable efforts to
provide TALX with ten (10) working days' notice in accordance with the notification provisions set forth in
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V'
Section 9 of this Agreement. TALX, in its discretion, may avail itself to any and all remedies at law and
equity to prevent such disclosure.
"Confidential Information" does not include information which (i) is or becomes generally available to the
public other than as a result of disclosure by the Recipient, (ii)was known by the Recipient at the time of
disclosure of the information without any obligation of confidence, and that knowledge is evidenced by.
reasonable proof, (iii) was or becomes available from a source other than the owner if the source was not
legally bound to maintain the confidentiality of the information, or (iv) the Recipient independently
develops without use of or reference to the Confidential Information. Each party acknowledges that
unauthorized disclosure or use of the Confidential Information by a party may irreparably damage the
other party in such a way that adequate compensation could not be obtained from damages in an action
at law. Accordingly, the actual or threatened unauthorized disclosure or use of any Confidential
Information shall give the owner the right to seek injunctive relief restraining such unauthorized disclosure
or use, in addition to any other remedy otherwise available (including reasonable attorneys' fees). Each
party hereby waives the posting of a bond with respect to any action for injunctive relief.
Upon termination or completion of the Services hereunder, upon request of Client, TALX will deliver to
Client (in a TALX format) the Client's Confidential Information as housed in the TALX production
database(s), provided that TALX may maintain archival copies for audit purposes and dispute resolution
purposes and TALX may retain copies of Confidential Information on back-up media in which such Data
is co-resident with other employment and income data. TALX shall remain under its contractual
obligation of confidentiality and security to Client and such obligations shall survive termination of the
Agreement.
This Section shall survive the termination of this Agreement.
5.0 DATA SECURITY AND PRIVACY
TALX shall maintain an information security program that includes appropriate administrative, technical
and physical safeguards reasonably designed to: 1) ensure the security and confidentiality of Confidential
Information; 2)protect against any anticipated threats or hazards to the security or integrity of Confidential
Information; 3) protect against unauthorized access to or use of Confidential Information that could result
in substantial harm or inconvenience to any customer; and 4) dispose of Confidential Information in a
secure manner.
To comply with the safeguard obligations generally described above, TALX has (a) designated an
employee to coordinate its information security program, (b) identified reasonably foreseeable internal
and external risks to the security, confidentiality, and integrity of Client Information that could result in the
unauthorized disclosure, misuse, alteration, destruction, or other compromise of such information, and
assess the sufficiency of any safeguards in place to control these risks, and (c) designed and
implemented information safeguards to control the risks identified through the risk assessment, and
. regularly tests or otherwise monitors the effectiveness of safeguards' key controls, systems and
procedures.
TALX shall notify Client in writing as soon as commercially practicable, however no later than forty-eight
(48) hours, after TALX has either actual or constructive knowledge of a breach which affects Client's Data
(an "Incident") unless it is determined by law enforcement that such notification would impede or delay
their investigation, TALX shall have actual or constructive knowledge of an Incident if TALX actually
knows there has been an Incident or if TALX has reasonable basis in facts or circumstances, whether
acts or omissions, for its belief that an Incident has occurred. The notification required by this section
shall be made as soon as commercially practicable after the law enforcement agency determines that
notification will not impede or compromise the investigation. TALX shall cooperate with law enforcement
in accordance with applicable law provided however, that such cooperation shall not result in or cause an
undue delay to remediation of the Incident. TALX shall promptly take appropriate action to mitigate such
risk or potential problem at TALX' expense. In the event of an Incident, TALX shall, at its sole cost and
expense, fully restore the Confidential Information, including, without limitation any and all Data, and
institute appropriate measures to prevent any recurrence of the problem as soon as is commercially
practicable.
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6.0 DATA QUALITY AND DATA TRANSMISSION
Client acknowledges that the ability of TALX to provide accurate information is dependent upon receipt of
accurate Data from Client. Client shall provide current and accurate Data necessary for TALX to provide
the Services. Client agrees to provide such Data to TALX in the TALX format within a mutually agreeable
timeframe and to promptly correct and update Data. Client further agrees to test and validate the
accuracy of the Data on a mutually agreeable frequency using paper-based or electronic Data validation
reports provided by TALX. Both parties agree to work together to identify and resolve all identified
historical and ongoing Data errors within two (2) of Client's pay periods. Client agrees that any action
required of TALX to correct the Data for Client may result in additional fees, as provided on Schedule 1.
Furthermore, Client agrees to transfer Data to TALX using one of the approved secure shipping methods
provided in Attachment 1.
7.0 PROPRIETARY RIGHTS
Neither party's ownership rights, including but not limited to, any intellectual property rights in or used by
TALX to perform the Services nor any intellectual property rights in or to Client's Data, shall be transferred
pursuant to this Agreement. This Section shall survive termination of this Agreement.
8.0 INDEMNIFICATION/LIMITATION OF LIABILITY
8.1 Each party agrees to indemnify, defend and hold harmless the other party and its affiliates,
and their directors, officers and employees (each, an "Indemnified Party"), from and against
any and all third party claims, demands, liabilities, suits, damages, expenses and costs
incurred by the Indemnified Party arising from or related in whole or in part to the
indemnifying party's, or its affiliates', or its directors', officers' or employees' (i) breach of
Section 4.0 or Section 6.0 of this Agreement. The foregoing indemnification shall not
constitute a waiver of sovereign immunity beyond the limits set forth in Section 768.28,
Florida Statutes.
8.2 IN NO EVENT SHALL DAMAGES BY EITHER PARTY HEREUNDER EXCEED THE
GREATER OF (A) THE TOTAL PAID BY CLIENT DURING THE TWELVE MONTHS PRIOR
TO THE ACT OR OCCURRENCE WHICH GIVES RISE TO THE CLAIM, OR (B) THE SUM
OF TWENTY-FIVE THOUSAND DOLLARS($25,000).
8.3 ANY OTHER TERM OR PROVISION OF THIS AGREEMENT TO THE CONTRARY
NOTWITHSTANDING, IN NO EVENT SHALL EITHER PARTY, OR ITS AFFILIATES, THEIR
DIRECTORS, OFFICERS OR EMPLOYEES, BE LIABLE FOR LOSS OF PROFITS OR FOR
INDIRECT, PUNITIVE, 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.
9.0 MISCELLANEOUS
9.1 Notices. Every notice required under this Agreement shall be in writing and effective three
(3) days after being mailed first class postage prepaid, or upon delivery by an overnight or
other courier or delivery service, in either case addressed as follows:
To Client: To TALX:
Collier County Board of County
Commissioners TALX Corporation
3327 Tamiami Trail East 11432 Lackland Road
Naples, FL 34112- St. Louis, MO 63146
Fred W. Coyle, Chairman Attn: President
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Either Party may change its notice address with written notice to the other party.
9.1 Entire Agreement. This Agreement, which includes all schedules attached hereto and/or
entered into after the execution hereof, comprises the entire Agreement between the parties,
which supersedes and merges all prior proposals, purchase orders, understandings and
agreements with respect to the subject matter hereof.
9.2 Force Majeure. Neither party shall be responsible for any failure or delay in the performance
of any obligations to the extent that failure is caused by acts of God, acts of terror, flood, fire,
labor disputes, acts or omissions of the other party, or non-delivery or delays in delivery by
any other supplier of goods or services deliverable under this Agreement.
9.3 Assignment/Modification. Neither party may assign this Agreement or any right or
obligation under this Agreement without the express written consent of the other party, which
consent shall not be unreasonably withheld or denied. In the event assignment is
necessitated by a business reorganization, either party may assign this Agreement, provided
that they provide the other party with written notice. This Agreement shall be binding upon
and inure to the benefit of the parties hereto, and their permitted successors and assigns.
Except as to Schedule 1, this Agreement may be amended or modified only by the written
and signed consent of the parties.
9.4 Applicable Law. This Agreement shall be construed in accordance with, and its
performance governed by, the laws of the State of Florida, without regard to its conflict of law
principles.
9.5 Severability. 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.
9.6 Counterparts/Execution by Facsimile. For the convenience of the parties, copies of this
Agreement, including Schedules hereto, may be executed in two or more counterparts and
signature pages exchanged by facsimile. The parties intend that counterpart copies signed
and exchanged as provided in the preceding sentence shall be fully binding as an original
handwritten executed copy hereof and all of such copies together shall constitute one
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
Collier County Board of TALX Corporation
County Commllones , p
By. �.iet By. e D
.. 404449 .
Name: Fred W. Coyle ` ' Name: . Dann Adams
Title: Title: President
Date: ��rl f _ Date: "‘S 8 / 1
Approved as to form&legal sufficiency
C' H1 E. B6OCK'Ciptic ,, rr I,
Alms ved Legal Form
0 ia 4 �� .. Colleen Greene, ESQ' 3 q
atilt t) ; reas ;assistant County Attorney la S a
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1,1
Attachment 1
Security Requirements when Client Sends Employment and Income Data to TALX
The following table outlines the acceptable options for the secure transfer of employment and income Data, to TALX.
Client agrees to use one of the approved secure shipping methods provided below. The TALX preferred method or
receiving Data is File Transfer Protocol(FTP)with PGP encryption.
Transfer
Option Description Requirement
PGP desktop software and exchange of PGP
Standard FTP,
Eliminate data files traveling through 3rd keys.WinZip Version 9 or later software, use of
1 FTP/S (SSL), party courier. Secures information in AES-256 encryption, and exchange of passwords
the file. (Passwords are recommended to be at least 64
SFTP (SSH) characters and must be at LEAST 32 characters)
Eliminate media traveling through a 3`d PGP desktop software and exchange of PGP
keys.WinZip Version 9 or later software, use of
2 Email party courier. Secures information in e AES-256 encryption, and exchange of passwords
Attachment mail attachment. Information in the (Passwords are recommended to be at least 64
body of the message is not secured. characters and must be at LEAST 32 characters)
PGP desktop software and exchange of PGP
Allows for sending data files using keys.WinZip Version 9 or later software, use of
3 CD/DVD encryption software with additional AES-256 encryption, and exchange of passwords
password protection. (Passwords are recommended to be at least 64
characters and must be at LEAST 32 characters)
Secure e-mail Eliminate media traveling through a 3rd
4 (Voltage,TLS) party courier. Secures information in the Internet web access
body of the e-mail and attachments.
5 Client specific Any option other than the 4 listed above. Approval from TALX VP of Technology and
solution business unit director
Additional Security requirements:
- When using Win Zip or PGP the following must be met:
o File Encryption using AES-256 encryption
o Data file must be password protected using a password of at LEAST 32 characters
o Files sent by physical media or ftp should not have the password or key included and should be sent
separately via unidentified email or direct phone call.
o Win Zip files must be zipped using WinZip 9.0 or later
- Secure delivery requirements for physical media must be met.
o Use the following mailing methods for unencrypted data files or bulk paper documents only:
1. Secure Courier Brinks is the only approved transfer method for unencrypted media and
documents.
o Use the following mailing methods,for encrypted data files only, in order of preference:
1. USPS Certified Mail
2. USPS Overnight delivery
3. FedEx Overnight or 2-day delivery
4. NPS(United Parcel Service)Overnight or 2-day delivery
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ATTACHMENT 1
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UNIVERSAL SERVICE AGREEMENT
SCHEDULE 1 -TERM AND FEES FOR SERVICES
CLIENT NAME: Collier County Board of County Commissioners EFFECTIVE DATE: May 1,2012
TALX shall provide each of the services set forth herein (collectively,the"Services") in accordance with the Universal Service
Agreement and this Schedule 1 utilizing the employment, income and tax information("Data")supplied by Client to TALX on a
regular basis.
1) Term:This Schedule shall be for an initial term of four(4)years from the Effective Date hereof. Either party may provide
the other with written notice of termination at least ninety (90) days prior to the end of the then current term before
terminating the Schedule.
2) Termination: Either party may terminate 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) Authority: Client authorizes TALX, as its authorized agent, to provide each of the services set forth in this Schedule.
TALX is not a tax preparer,and therefore,disclaims any and all responsibility for preparation of Client's federal tax return.
At no time will TALX render or be required to render any service that could be interpreted as the practice of law or
accountancy.
4) Payment Terms: TALX will invoice Client quarterly in advance for all applicable fees. Invoices are due in accordance
with Chapter 218, Florida Statutes, also known as the "Local Government Prompt Payment Act." Payments not received
within forty-five(45)days of invoice will bear interest in accordance with Chapter 218, Florida Statutes,also known as the
"Local Government Prompt Payment Act." Except to the extent that Client has provided an exemption certificate, direct
pay permit or other such appropriate documentation,TALX 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 taxing authority upon the provision of the Services, excluding,however, any state or local privilege or franchise taxes,
taxes based upon TALX' net income and any taxes or amounts in lieu thereof paid or payable by TALX as a result of the
foregoing excluded items. All prices are in U.S.dollars. Client is tax exempt pursuant to Chapter 212, Florida Statutes.
UNEMPLOYMENT COST MANAGEMENT SERVICES("UCM Service')
The UCM Service is designed to reduce unemployment costs by eliminating payments made on unemployment claims
discovered to be invalid and reducing administrative errors.
Description of UCM Service
a) The analysis of unemployment compensation records provided;
b) The verification of annual tax rates issued,unless related to a merger,acquisition,or reorganization for which TALX did
not manage the tax notifications;
c) The calculation of voluntary contributions when permitted;
d) The correction of discovered state agency errors;
e) Auditing of benefit charges on unemployment claims managed by TALX;
f) Training and education materials;
g) The establishment of procedures to enable TALX to process unemployment related forms;
h) The verification of unemployment benefits paid;
i) Provide activity reports on claims,separations and charges transmitted electronically,on a quarterly basis;
j) Online management reports;and
k) Consultation regarding unemployment hearing attendance.
Client acknowledges that the ability of TALX 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 TALX 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 TALX as an agent of employer.
UCM Service Terms
• Transmittal of Personal Data: TALX 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 certification status on all servers receiving emails
from TALX. Clients using email communications who do not use TLS or allow their TLS certification to lapse will be
automatically set up to receive secure email using Voltage. Please designate your preferred email method for secure
communication below:
❑Transport Layer Security Is your certification current❑Yes ❑No❑ Unknown
0 Voltage Secure Email
If no selection is made above,TALX will set your primary communication preference for communicating sensitive data to
fax and require a listing of current fax numbers for all contacts.
P3 Collier County Board of County Commissioners CUS_12391 LRD 02/24/2012 TALX UNIVERSAL SERVICE AGREEMENT-TIER 3
SERVICE SCHEDULE
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( ,
• 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 TALX 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 TALX relating to employment or termination of employment by employees or former employees of
Client as long as TALX was acting within the scope of its authority and such suit is not due to TALX' negligence or willful
misconduct. The foregoing indemnification shall not constitute a waiver of sovereign immunity beyond the limits set forth
in Section 768.28, Florida Statutes.
UCM Service Fees
a) Annual Fee. The annual fee to be paid to TALX 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 $3160.00 per year payable in equal
quarterly installments. .
b) Excess Claims Fee. Should the number of claims received in an agreement year exceed 100%of the workload estimate
below, a fee of$16.50 per claim will be payable to TALX 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 TALX, any document or inquiry which requires further case management by
TALX.
In the event Client terminates this Schedule 1 or the Agreement prior to the end of an agreement year,TALX will calculate
a monthly pro rata threshold for Unemployment Claims and Client will be responsible for a pro rata share of the excess
claims for the agreement year in which such early termination becomes effective. The monthly pro rata threshold will be
calculated by dividing the annual Unemployment Claims Workload Estimate below by 12. The monthly pro rata threshold
for Unemployment Claims will then be multiplied by the number of completed months of the agreement year in which the
termination becomes effective. The total of this calculation will represent the calculated pro rata threshold. If the total
claims processed during the completed months of the terminated agreement year exceed the calculated pro rata
threshold, Client will be responsible for paying the excess claim fee stated above for each excess claim. For the
avoidance of doubt,this language does not give Client any additional right to terminate this Schedule 1 or the Agreement.
Termination provisions are as specified in Section 2 above.
c) Excess State Unemployment Account Fee. Should Client add additional state unemployment tax accounts during the
term of this Schedule,the annual fee will increase by$115 per excess account to which TALX provides rate verifications.
This Schedule will be amended as mutually agreed by TALX and Client in the case of additional state unemployment
accounts and additional claims activity due to acquisitions,mergers,or reorganizations of Client.
Transaction Item(s) Workload
i)Unemployment Claims (85)
ii)Hearing Consultation Provided (All)
iii)Number of State Unemployment Accounts (All)
d) Hearings Representation. Pursuant to this Agreement and the Power of Attorney executed by Client authorizing and
appointing TALX to represent Client as Client's Agent and Attorney in Fact in unemployment tax and claim related
matters,TALX will provide the following non-legal services at Client's election:
Attend All. TALX or TALX'representative will attend all unemployment hearings with Client for no additional charge.
e) Attorney Hearing Representation. In addition to Hearings Representation performed by TALX above,and subject to the
Limitations on Representation below, Client may request and authorize TALX, 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. Client authorizes TALX 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
TALX for representation of the Client. In the event TALX, as Client's Agent, negotiates a fee on behalf of Client that is
less than$350,TALX shall only bill Client for the amount of the legal fee charged by the attorney. In addition,a fee of$50
will be due to TALX as Client's Agent for TALX' non-legal services in coordinating and facilitating the attorney's
representation, including administration and processing of factual material such as TALX' file on the matter at issue and
contact information, and the invoicing and processing of payment to the attorney. TALX does not retain any portion of the
fee paid by Client to the attorney,and does not accept referral fees.
f) Limitations on Representation. TALX obligation is to assist Client in administrative, unemployment proceedings.
Nothing herein shall be construed to obligate or require TALX to provide or otherwise pay for the Client's representation in
any subsequent legal proceedings in any State or federal court.
LIST OF CLIENT SUBSIDIARIES OR AFFILIATES COVERED BY THIS AGREEMENT
COMPANY NAME FEIN SUI
1.
2.
P3 Collier County Board of County Commissioners CUS 12391 LRD 02/24/2012 TALX UNIVERSAL SERVICE AGREEMENT-TIER 3
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TALX reserves the right to modify the Service from time to time provided that any such modifications apply in an identical
manner to all other clients of the Service and the changes made will only enhance and not reduce the quality of the Service. If
the modification shall be a substantial change from this Service Description Overview, TALX shall provide sixty (60) days'
notice of the change to Client. A substantial change shall be a change which is inconsistent with this Service 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 TALX 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 constitute Client's agreement to the modified Service Description Overview.
Client Information
Total number of active employees under contract: 1600
Total number of active employees to be implemented on target date: 1600
Total number of inactive employees under contract:
Schedule 1 shall be binding on the parties upon the date last executed below.
Collier County Board of County
Commissioners TALX Corpor tion
ft
By: t ` >, tom, By: iDgeoLitstfA, 4,10
Name: Fred W. Coyle Name: J. Dann Adams
Title: Chairman Title: President
Date: '; Date: ( c� I lg.,
v'.7.91' E. ROC a Glee Approved As To Legal Form F �
Dal `3 I
itsnatort
Approved as to form&:Legal sufficiency
CC -V--
Colleen Greene,
Assistant County Attorney
P3 Collier County Board of County Commissioners CUS_12391 LRD 02/24/2012 TALX UNIVERSAL SERVICE AGREEMENT-TIER 3
SERVICE SCHEDULE
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11111111111111111111111111 II OR-835
R.04/07
Page 2
Florida Tax Registration Number: 9975545
•
Taxpayer Name(s): Federal Identification Number: 59-6000558
O Taxpayer(s)must complete Page 1 of this Power of Attorney or it will not be processed.
Section 6. Notices and Communication. Do not complete Section 6 if completing Section 4.
O Notices and other written communications will be sent to the first representative listed in Part I,Section 2,unless the taxpayer selects one of the
options below.Receipt by either the representative or the taxpayer will be considered receipt by both. /
a. If you want notices and communications sent to both you and your representative,check this box t 16t
b. If you want notices and communications sent to you and not your representative,check this box.. t/❑I
Certain computer-generated notices and other written communications cannot be issued in duplicate due to current system constraints. Therefore,
these communications will be sent to only the taxpayer at his or her tax registration address.
Section 7. Retention/Nonrevocation of Prior Power(s)of Attorney.
The filing of this Power of Attorney will not revoke earlier Power(s)of Attorney on file with the Florida Department of Revenue,
even for the same tax matters and years or periods covered by this document. If you want to revoke a prior Power of
Attorney,check this box t El
You must attach a copy of any Power of Attorney you wish to revoke.
Section B. Signature of Taxpayer(s).
If a tax matter concerns a joint return,both husband and wife must sign if joint representation is requested. If signed by a corporate officer,
partner,member/managing member,guardian,tax matters partner/person,executor,receiver,administrator,trustee,or fiduciary,on behalf of the
taxpayer,t declare under penalties of perjury that I have the authority to execute this form on behalf of the taxpayer.
Under penalties of perjury, I(we)declare that I(we)have read the foregoing document,and the facts stated in it are true.
'f this Power ofAttorgey 4 not signed and dated,it will.be returned.
a ''''it . . , l_ t: .
Cha}t a
ele., Signature Date
Fred W.Coyle {,-}
Print name Approved as to form&legal sufficiency
--- — N/A eteWk�✓
Signature
—
1,4/AColleen Greene,
Print name Assistant County Attorney
PART Il-DECLARATION OF REPRESENTATIVE
Under penalties of perjury,I declare that:
O I am familiar with the mandatory standards of conduct governing representation before the Department of Revenue,including Rules 12-6.006
and 28-106.107 of the Florida Administrative Code,as amended;
O I am familiar with the law and facts related to this matter and am qualified to represent the taxpayer(s)in this matter;
O I am authorized to represent the taxpayer(s)identified in Part I for the tax matter(s)specified therein,and to receive and inspect confidential
taxpayer information:
O I am one of the following: •
a. Attorney—a member in good standing of the bar of the highest court of the jurisdiction shown below.
b. Certified Public Accountant—duly qualified to practice as a certified public accountant in the jurisdiction shown below;
c. Enrolled Agent—enrolled as an agent pursuant to the requirements of Treasury Department Circular Number 230. ,e;.'. '
d. Former Department of Revenue Employee.As a representative,I cannot accept representation'g a upon which I had direct I
involvement while I was a public employee. II %
e. Unemployment Tax Agent authorized in Section 4 of this form. DWI "LS, BROW ',,Chir,
f. Other qualified representative.
O I have read the foregoing Declaration of Representative and the facts sated in It are true. 411,
) oIIP 1
if this Declaration of Representative is not signed and dated,it will not be processed. tteSt 1$ -, t►t" na'
Designation-Insert Jurisdiction(Stale)and .q/�, - "
Leder nom Above is-q Emnllmnni Card No.(tl any) } Sign urn i ignat t`..„�yetf ' ale
E 'Dd�t,M R^ 2/21/2012
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