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Agenda 04/10/2012 Item #16E14/10/2012 Item 16.E.1. EXECUTIVE SUMMARY Recommendation to award Request for Quote #12 -5831 for Unemployment Cost Management Services to TALX Corporation in an estimated amount of $3,160.00 annually and authorize the Chairman to sign the Agreement and Power of Attorney to appoint TALX UCM Services, Inc. dba UCeXpress as the County's Unemployment Tax Agent OBJECTIVE: To provide for the cost - effective management of the County's unemployment claims. CONSIDERATIONS: To ensure that appropriate payments are made for Unemployment Compensation claims submitted by former County employees, the Human Resources Department has contracted with an external vendor for the past four years to administer the claims and appeal processes. Staff re- solicited quotes for these services and the lowest quote was from TALX Corporation. As a new vendor, prior to commensing services on May 1, 2012 a Power of Attorney as the County's Unemployment Tax Agent is required to allow the vendor to receive and process documentation from the State Unemployment Office and to respond to claims on the County's behalf. FISCAL IMPACT: Total cost for acceptance of the Request for Quote is estimated at $3,160.00 annually, and funds for these services are budgeted in the Human Resources Department budget. GROWTH MANAGEMENT IMPACT: There is no growth management impact associated with this Executive Summary. LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney's Office, requires majority vote, and is legally sufficient for Board action. -CMG RECOMMENDATION: That the Board of County Commissioners award Request for Quote #12 -5831 for Unemployment Cost Management Services to TALX Corporation and authorize the Chairman to execute the agreement and a Power of Attorney after review and approval by County Attorney. Prepared by: Amy Lyberg, Human Resources Director Packet Page -1312- 4110/2012 Item 16.E.1. COLLIER COUNTY Board of County Commissioners Item Number: 16.E.1. Item Summary: Recommendation to award Request for Quote #12 -5831 for Unemployment Cost Management Services to TALX Corporation in an estimated amount of $3,160 annually and authorize the Chairman to sign the Agreement and Power of Attorney to appoint TALX UCM Services, Inc. dba UCeXpress as the County's Unemployment Tax Agent Meeting Date: 4/10/2012 Prepared By Name: LybergAmy Title: Director - Human Resources,Human Resources 3/28/2012 3:45:14 PM Submitted by Title: Director - Human Resources,Human Resources Name: LybergAmy 3/28/2012 3:45:15 PM Approved By Name: WoodLyn Title: Contracts Specialist,Purchasing & General Services Date: 3/29/2012 10:33:28 AM Name: SmithKristen Title: Administrative Secretary,Risk Management Date: 3/29/2012 12:06:41 PM Name: MarkiewiczJoanne Title: Manager - Purchasing Acquisition,Purchasing & Gene Date: 3/29/2012 12:16:50 PM Name: WoodLyn Title: Contracts Specialist,Purchasing & General Services Date: 3/29/2012 4:05:05 PM Packet Page -1313- 4/10/2012 Item 16.E.1. Name: GreeneColleen Title: Assistant County Attomey,County Attorney Date: 3/29/2012 4:31:59 PM Name: PriceLen Title: Administrator, Administrative Services Date: 3/29/2012 7:59:50 PM Name: FinnEd Title: Senior Budget Analyst, OMB Date: 3/30/2012 9:36:21 AM Name: KlatzkowJeff Title: County Attorney Date: 3/30/2012 10:13:55 AM Name: IsacksonMark Title: Director -Corp Financial and Mgmt Svs,CMO Date: 4/2/2012 3:21:29 PM Packet Page -1314- A L " -X- UNIVERSAL SERVICE AGREEMENT Client Collier County Board of County Name: Commissioners Agreement No: Address: 3303 Tamiami Trail East Naples, FL 34112 Effective Date: Attn: Fred W. Coyle Telephone: May 1, 2012 4/10/2012 Item 16.E.1. 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 (1) 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": (1) 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 parry; 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 empioyees 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 Laws 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 P3 Collier County Board of County Commissioners CUS_12391 LRD 02/24/2012TALX UNIVERSAL SERVICE AGREEMENT- TIER 3 Page 1 Packet Page -1315- 4/10/2012 Item 16.E.1. Amok 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 TALC production database(s), provided that TALX may maintain archival copies for audit purposes and dispute resolution purposes and TALC. may retain copies of Confidential Information on back -up media in which such Data is co- resident with other employment and income data. TALC 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 intemal 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 TALC 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 requited 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 TALC' expense. In the event of an Incident, TALC shail,.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. P3 Collier County Board of County Commissioners CUS_12391 LRD 02124/2012TALX UNNERSAL SERVICE AGREEMENT - TIER 3 Page Packet Page -1316- 4/10/2012 Item 16.E.1. 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 TALC 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 P3 Collier County Board of County Commissioners CUS_12391 LRD 0212412012TALX UNIVERSAL SERVICE AGREEMENT -TIER 3 Page Packet Page -1317- 4/10/2012 Item 16.E.1. 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 County Cammi.ssioners By: Name: Fred W. Coyle Title: Chairman Date: ATTEST: Dwight E.- Brock, Clerk of Court By: Dated: P3 Collier County Board of County TALX Corporation By: Name: Title: Date: Approved as to form and legal sufficiency: 2 - TER 3 Page 4 Assistant County Attorney Packet Page -1318- 4/10/2012 Item 16.E.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 TALK 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. Additional Security requirements: - When using Win Zip or PGP the following must be met: • File Encryption using AES -256 encryption • Data file must be password protected using a password of at LEAST 32 characters • 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. • 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 flies 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. UPS (United Parcel Service) Overnight or 2 -day delivery P3 Collier County Board of County Commissioners CUS_12391 LRD 02/24/2012 TALX UNIVERSAL SERVICE AGREEMENT- TIER 3 Page A77ACHMENTI Packet Page -1319- Transfer Option Qescription Requirement PGP desktop software and exchange of PGP Standard FTP, Eliminate data files traveling through 3ro keys. WinZip Version 9 or later software, use of FTP /S (SSL), 1 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) PGP desktop software and - exchange of PGP Eliminate media traveling through a 3rd E keys. WinZip Version 9 or later software, use of 2 Email party courser. 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) 4 Secure e-mail Eliminate media traveling through a 3 party courier. Secures information in the Internet web access (Voltage, TLS) body of the e-mail- and attachments. 5 Client speck solution Any option other than the 4 listed above. . Approval from TALX VP of Technology and business unit director Additional Security requirements: - When using Win Zip or PGP the following must be met: • File Encryption using AES -256 encryption • Data file must be password protected using a password of at LEAST 32 characters • 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. • 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 flies 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. UPS (United Parcel Service) Overnight or 2 -day delivery P3 Collier County Board of County Commissioners CUS_12391 LRD 02/24/2012 TALX UNIVERSAL SERVICE AGREEMENT- TIER 3 Page A77ACHMENTI Packet Page -1319- 4/10/2012 Item 16.E.1. 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 .property 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; 1) Provide activity reports on claims, separations and charges transmitted electronically, on a quarterly basis; I) 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 ❑ 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 Packet Page -1320- P 4/10/2012 Item 16.E.1. 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 TALK 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 monthlypro 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 (Alf) 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 TALK, 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 TALK 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. TALK 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 0224=12 TALX UNIVERSAL SERVICE AGREEMENT - TIER 3 SERVICE SCHEDULE Packet Page -1321- 4/10/2012 Item 16.E.1. 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 after 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 Corporation By: Name: Fred W. Coyle TifJe: Chairman Date: ATTEST: Dwight E. Brock, Clerk of Court By: Name: Title: Date: By Dated: (SEAL) Approved as to .form and legal sufficiency.- 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 Packet Page -1322- P 4/10/2012 Item 16.E.1. Florkla Department of Reve OF TTORNEY nue R o and Declaration of Representatltve Sao Instructions for additional Intotrmation. e.__a.__ • ��...- ....�� a�u�...eH.... Tovnausarlel moat ci— —A elmia thie fmrm nn Pone 9 Part I Sactinn R. TeRpeyw. nnne(a) end ,.eaeoe(oq __ ____ _ COLLIER COUNTY A Political Subdivision of the State of Florida Federal ID no(U. ISSN. FEIN, eip 59- 6000558 Farb Tell PAVI Ntlan NWISIM le) puarmsPM No- SMSTallo..uT AcdNm.W -) 9975545 Deny" Paaed Namo.eM &loco. Pnodde nom. 01 firm M Wiaoeea) . 3303 Tamiami Trail East Naples, FL 34912 Calwane mace. T"'°"°"'""n0af TeaPbone mnrber Fm a MbV cd Fes Nari nt Hereby appointis) the tonowing representativets; as auomeytsj -in -Tear Section 2. Representative (s). Each representative must be listed individually, and must sign and date this form on Page 2, Part II. Name end addree. 4n•N•• name or rem If epwiwde) TALX UCM Services, Inc. dba UC eXpress P.O. Box 283 St. Louis, MO 63166 -0283 T4 war» mm ea (800) 366 -6660 Fa aenbv 314 997 -5051 con wan mmeer Namo.eM &loco. Pnodde nom. 01 firm M Wiaoeea) . TeatdaM NeedWr Fm mnaa Calwane mace. Naoe era eeerase (indudo soma IX lom d eDgaoa) . TeaPbone mnrber Fm a MbV cd To represent the taxpayer(s) before the Florida Department of Revenue in the following tax matters: Section 3. Tax Matters. Do not complete this section if completing Section 4. TWO d Tat (CmDarele. Sow, Unanpbynant aie.l Ywf(e) / Period(.) Tu Meee.(e) RQ Aumla, Paeds. Rerun., etO Section 4. To appoint an Unemployment Tax Agent Only. Do not complete Sections 3 and 6 if completing Section 4. By completing this section, an employer (taxpayer) appoints a representative to act as its Florida unemployment tax agent before the Florida Department of Revenue on a continuing basis and to receive confidential information with respect to mailings, filings, and other tax matters related to the Florida unemployment compensation law. All other sections of this form (except Sections 3 and 6) must also be completed. Do not complete Section 4 '—face u— uriah to annnint an unomninvmant tax anent nn a nnntinuina hasin. Ape- rann. Apem number imqumd} TALK UCM Services, Inc. dba UC eX ress 02199 Fien rune F edeml I.D. N4 Lsqueea) 43 1194766 Address (if unuea Lan &a") Teawane roamer . Mail I ype: see lnstrucuons Tor expianations. C:neCK one DOX only. u l p- rimary) u z kmepomng) Lai J trcate) Lw 4 tt,lalrn) Section S. Acts Authorized. The representative(s) are authorized to receive and inspect confidential tax information and to perform any and all acts that I (we) can perform with respect to the tax matters described in Section 3 and Section 4 (for example, the authority to sign any agreements, consents, or other document(s). Except as otherwise provided, the authority specifically includes the power to execute waivers of restrictions on assessment or collection of deficiencies in tax, to execute consents extending the statutory period for assessment or claims for refund of taxes, and to execute closing agreements under section 213.21, Florida Statutes. The authority does not include the power to endorse or cash warrants, or the power to sign certain returns. If you want to authorize a representative named in Section 2 to receive (but not to endorse or cash) refund warrants, write the name of the representative on this line and check the box .....................t list any specific limitations or deletions to the acts otherwise authorized in this Power of Attorney. Packet Page -1323- Al 4/10/2012 Item 16.E.1. IDR4M R 04W Poo 2 Florida Tax Registration Number: 9975545 Taxpayer Name(s): Federal Identification Number. 59-6000558 • Taxpayer(s) must complete Page 1 of this Power of Attorney or it will not be processed. Section G. Notices and Communication. Do not complete Section 6 if completing Section 4. • Notices and other written communications will be sent to the first representative listed in Part 1, 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 ....................... ► b. If you want notices and communications sent to you and not your representative, check this box ......................... 1 q 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 Povrer(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 ............................................................................................... ............................... ► [81 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, memberlmanaging member, guardian, tax matters partner /person, executor, receiver, administrator, trustee, or fiduciary, on behalf of the taxpayer, I declare under penalties of perjury that I have the authority to execute this form on behalf of the taxpayer. Under penalties of perjury, I Iwo) declare that I (we) have read the foregoing document, and the facts stated in it are true. Nthis Power ofAttomey is not signed and dated, it will be returned. sia ■ ■nn Dm �a' �.hi.r Fred W. Coyle ,date ■a,. Approved as to forpm� & legal sufficiency NIA e n NIA Colleen Greene, Print nom Assistant County Attorney —DECLARATION OF Under penalties of perjury, I declare that:` • 1 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; • 1 am familiar with the law and facts related to this matter and am qualified to represent the taxpayer(s) in this matter, • 1 am authorized to represent the taxpayers) identified in Part I for the tax matter(s) specified therein, and to receive and inspect confidential taxpayer information; * 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, a Enrolled Agent — enrolled as an agent pursuant to the requirements of Treasury Department Circular Number 230. d. Former Department of Revenue Employee. As a representative, I cannot accept representatio"AMY.- ' upon which I had direct I involvement while I was a public employee. e. Unemployment Tax Agent authorized in Section 4 of this form.. DWIGHT E. BROCK, .O rk f. Other qualified representative, 4 1 have read the foregoing Declaration of Representative and the .facts sated in it are true. By: If this Declaration of Representative is not signed and dated, It will not be Processed. oWOaemn - uta.d LOw h— Ahoy. 4a.0 .hai■tiolon (•) •w Enna M%IN Card No. Of arm gP, D■u E 6frYy 2/21/2012 Packet Page -1324-