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HomeMy WebLinkAboutContract 46962 OTY SEC m `ARY CONTRACT a UNIVERSAL SERVICE AGREEMENT Client Name: City of Fort Worth, Texas Agreement No: Address: 1000 Throckmorton Street Fort Worth, Texas 76102 Effective Date: August 1, 2015 Attn: Attn: Neena Kovuru Telephone: 817-871-8640 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 (a provider of Equifax Workforce Solutions), a Missouri corporation ("EWS"), and City of Fort Worth, Texas ("Client"), a Texas Government entity. The parties agree as follows: 1.0 CONTRACT SERVICES By entering into this Agreement, Client hereby authorizes EWS to provide the employment or payroll related services (the "Services") as described in each applicable schedule, or schedule set, and any exhibits attached thereto (the "Schedule(s)") attached hereto. The parties may enter into one or more Schedule(s), each Schedule corresponding to a service or group of services provided by EWS, 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 Schedule(s). 2.0 TERM The term for each Service is set forth in the applicable Schedule. 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 EWS OBLIGATIONS EWS agrees that the Service (i) will be provided in compliance with laws and regulations applicable to EWS's performance thereof, and (ii) will not infringe trademarks, patents or other intellectual property rights of others. EWS 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 EWS 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 EWS; (ii) all information provided by EWS 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 EWS, 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. "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 (EWFICIAL RECORD November 19, 2013 Template UNIVERSAL SERVICE AGREEMENT ,� r, xm�,, Page 1 of 7 CUS-40422/LRD August 6,2015 CITY SEC E�R,1 11"T, WORTH,TX 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. Upon Client's written request at any time during the Term of this Agreement (including termination or completion of the Services hereunder), EWS will purge or destroy Data housed in the EWS production database(s), provided that EWS may retain archival copies of Data for audit and dispute resolution purposes and EWS may retain copies of Data on encrypted back-up media in which such Data is co- resident with other employment and income data. EWS shall remain under its contractual obligation of confidentiality and security to Client during such retention and such obligations shall survive termination of the Agreement. Notwithstanding the foregoing, EWS understands and agrees that the Client is a public entity under the laws of the State of Texas, and as such, is subject to the Texas Public Information Act, Chapter 552 of the Texas Government Code (the "Act"). EWS acknowledges that, under the Act, the following information is subject to disclosure: 1) all documents and data held by the Client, including information obtained from EWS, and 2) information held by EWS for or on behalf of the Client that relates to the transaction of Client's business and to which Client has a right of access. If the Client receives a request for any documents that may reveal any of EWS's proprietary information under the Act, or by any other legal process, law, rule, or judicial order by a court of competent jurisdiction, the Client will immediately notify EWS of the request so that EWS may seek protection of any information which may be exempt from disclosure under the Act. If the protection is not obtained by EWS by the date that Client must comply with the request, Client will furnish only that portion of the Confidential Information that it is advised by counsel that it is legally required to furnish and Client will exercise commercially reasonable efforts to obtain confidential treatment of such of the Confidential Information disclosed. This Section shall survive the termination of this Agreement. 5.0 DATA SECURITY AND PRIVACY EWS shall maintain an information security program that includes appropriate administrative, technical and physical safeguards reasonably designed to: 1) ensure the security and confidentiality of Data; 2) protect against any anticipated threats or hazards to the security or integrity of such Data; 3) protect against unauthorized access to or use of such Data that could result in substantial harm or inconvenience to Client; and 4) dispose of such Data in a secure manner. To comply with the safeguard obligations generally described above, EWS 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 Data that could result in the unauthorized disclosure, misuse, alteration, destruction, or other compromise of such Data, and assessed 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. EWS shall notify Client in writing as soon as possible and without unreasonable delay, after EWS has either actual or constructive knowledge of a breach which affects Data (an "Incident"). Notification may be delayed as required by law enforcement to prevent any impediment(s) to its investigation of the Incident. EWS shall have actual or constructive knowledge of an Incident if EWS actually knows there has been an Incident or if EWS has reasonable basis in facts or circumstances, whether acts or omissions, for its belief that an Incident has occurred. EWS 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. EWS shall promptly take appropriate action to mitigate such risk or potential problem at EWS's expense. In the event of an Incident, EWS shall, at its sole cost and expense, fully restore the Data and institute appropriate measures to prevent any recurrence of the problem as soon as is commercially practicable. 6.0 DATA QUALITY AND DATA TRANSMISSION Client acknowledges that the ability of EWS to provide accurate information is dependent upon receipt of accurate Data from Client. Client shall provide current and accurate Data necessary for EWS to provide the Services. Client agrees to provide such Data to EWS in the EWS format within a mutually agreeable November 19,2013 Template UNIVERSAL SERVICE AGREEMENT Page 2 of 7 CUS-40422/LRD August 6,2015 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 EWS. 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 EWS to correct the Data for Client may result in additional fees, as provided in each applicable Schedule attached hereto. Furthermore, Client agrees to transfer Data to EWS 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 EWS 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 recognizes that every business decision represents an assumption of risk and that neither party, in furnishing Confidential Information, Data or the Service to the other, underwrites or assumes the other's risks under this Agreement in any manner. Each party shall be responsible for its intentional wrongful acts or omissions and the intentional wrongful acts or omissions of its employees, officers, or directors under this Agreement. 8.2 IN NO EVENT SHALL DAMAGES BY EITHER PARTY HEREUNDER EXCEED THE GREATER OF (A) THE TOTAL FEES 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 INSURANCE 9.1 EWS shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the Client: 9.1.1 Commercial General Liability with a combined limit of not less than $1,000,000 per occurrence. 9.1.2 Automobile Liability Insurance with a combined limit of not less than $1,000,000 per occurrence. 9.1.3 Professional Liability (Errors & Omissions) in the amount of $1,000,000 aggregate limit. 9.1.4 Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 9.2 General Insurance Requirements: 9.3 The commercial general liability and auto liability shall name the Client as an additional insured thereon, as its interests may appear. The term Client shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. 9.4 The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the Client. 9.5 A minimum of Thirty (30) days' notice of cancellation shall be endeavored to be provided to the Client. Ten (10) days' notice shall be acceptable in the event of non-payment of November 19,2013 Template UNIVERSAL SERVICE AGREEMENT Page 3 of 7 CUS-40422/LRD August 6,2015 premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 9.6 The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VIII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. 9.7 Any failure on the part of the Client to request required insurance documentation shall not constitute a waiver of the insurance requirement. Certificates of Insurance evidencing that EWS has obtained all required insurance shall be delivered to the Client upon EWS proceeding with any work pursuant to this Agreement. 10.0 MISCELLANEOUS 10.1 Independent Contractor. It is expressly understood and agreed that EWS shall operate as an independent contractor as to all rights and privileges granted herein, and not as representative or employee of the Client. Subject to and in accordance with the conditions and provisions of this Agreement, EWS shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. EWS acknowledges that the doctrine of respondeat superior shall not apply as between the Client, its officers, agents, servants and employees, and EWS, its officers, agents, employees, servants, contractors and subcontractors. EWS further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between Client and EWS. It is further understood that the Client shall in no way be considered a Co- employer or a Joint employer of EWS or any officers, agents, servants, employees or subcontractors of EWS. Neither EWS, nor any officers, agents, servants, employees or subcontractors of EWS shall be entitled to any employment benefits from the Client. EWS shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors. 10.2 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. 10.3 Force Majeure. Neither party shall be responsible for any failure or delay in the performance of any obligations (excepting obligations to pay money) 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. 10.4 Non-Discrimination Covenant. EWS, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of EWS's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. 10.5 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. November 19,2013 Template UNIVERSAL SERVICE AGREEMENT Page 4 of 7 CUS-40422/LRD August 6,2015 10.6 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 provided in each applicable Schedule hereto, this Agreement may be amended or modified only by the written and signed consent of the parties. 10.7 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 EWS: City of Fort Worth TALX Corporation 1000 Throckmorton Street 11432 Lackland Road Fort Worth, TX 76102 St. Louis, MO 63146 Attn: Neena Kovuru Attn: President With copy to: City Attorney's Office at same address Either Party may change its notice address with written notice to the other party. 10.8 Right to audit. EWS agrees that the Client shall, until the expiration of two (2) years after final payment under this contract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of EWS involving transactions relating to this Agreement at no additional cost to the Client, provided that EWS shall only be required to maintain such records for five (5) years following the individual creation of such records by EWS. EWS agrees that the Client shall have access during normal working hours to all necessary EWS facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. Such examination, inspection or audit shall take place (i) at Client's sole expense (ii) no more frequently than once per calendar year, NO on a mutually agreed upon date (iv) no less than thirty (30) days' prior written notice, and (v) subject to EWS' security policies over its facilities and systems. Client may conduct an onsite security assessment ("Assessment") in order to examine EWS's performance of this Agreement. An Assessment shall be defined as the Client having the right to, a) review policies and procedures; b) review high level network and infrastructure diagrams; c) review the executive summary of third party audit reports; d) participate in a "Question and Answer" session with subject matter experts; e) conduct site tour (site tour will not include access to the raised floor area of the datacenter); f) other items as may be approved by Equifax Security. An Assessment will be conducted (i) during regular business hours, (ii) at Client's sole expense, (iii) no more frequently than once per calendar year, (iv) on a mutually agreed upon date but no less than thirty (30) days advance notice, and (v) subject to EWS's security policies over its facilities and systems. Client and its auditors shall not be given access to any EWS's systems for auditing purposes. The right to conduct an Assessment does not allow Client to perform security testing, vulnerability assessment, or penetration testing against EWS. As an alternative to allowing Client, their clients, or their auditors to perform their own scans, EWS shall hire an independent nationally recognized third party to perform an ethical hack/penetration test annually. Client may review the executive summary results either November 19,2013 Template UNIVERSAL SERVICE AGREEMENT Page 5 of 7 CUS-40422/LRD August 6,2015 onsite at EWS's company headquarters or via web conference. EWS will not be required to provide access to the proprietary data of EWS or of its other clients. All information learned or exchanged in connection with an Assessment shall be kept confidential. 10.9 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 or scanned copies via e-mail. 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. 10.10 Governmental Powers. It is understood and agreed that by execution of this Agreement, the Client does not waive or surrender any of its governmental powers. 10.11 Review of Counsel. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 10.12 Signature Authority. The persons signing this Agreement, and any amendment hereto, hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. TALX Corporation, City of Fort Worth, Texas provider of Equifax Workforce Solutions B Name: ki i° Name: Michael Mohr Title: _ Title: Vice President Date: Date: I� m ^� APPROVED AS TO FORM AND LEGALITY.- any City Secretaxy I;taw City tgtoraa�j, [!.0�1;&:C:R E U�IR I R D OR SE w � r� laf' November 19,2013 Template UNIVERSAL SERVICE AGREEMENT Page 6 of 7 CUS-40422/LRD August 6,2015 Attachment 1 Security Requirements when Client Sends Employment and Income Data to EWS The following table outlines the acceptable options for the secure transfer of employment and income Data, to EWS. Client agrees to use one of the approved secure shipping methods provided below. The EWS preferred method of receiving Data is Secure File Transfer Protocol (SFTP)with PGP encryption. Transfer Option Description Requirement FTP/S (SSL) PGP desktop software and exchange of PGP Eliminate data files traveling through 3`d keys. WinZip Version 9 or later software, use of 1 party courier. Secures information in AES-256 encryption, and exchange of passwords SFTP (SSH) the file. (Passwords are required to be AT LEAST 32 characters) Eliminate media traveling through a 3`d PGP desktop software and exchange of PGP Email party courier. Secures information in e- keys. WinZip Version 9 or later software, use of 2 Attachment mail attachment. Information in the AES-256 encryption, and exchange of passwords body of the message is not secured. (Passwords are required to 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 required to be AT LEAST 32 characters) Secure e-mail Eliminate media traveling through a 3` 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 EWS VP of Technology and solution business unit director Additional Security requirements: - When using Win Zip or PGP the following must be met: • Win Zip files must be zipped using WinZip 9.0 or later • File Encryption using AES-256 encryption • Data file must be password protected using a password of at LEAST 32 characters • Passwords must be sent using a separate path from the file (e.g. if the file is sent via email, password must be in a separate email which does not indicate this is a password. If the file is sent via physical media or electronic medium, such as FTP, the password must be communicated via telephone, email, or other approved communication.) When using PGP the following is required: o The Equifax Workforce Solutions public key must be used. The following secure delivery requirements must be met. o Use the following delivery method for unencrypted data files or bulk paper documents only: Secured transport service approved by EWS for unencrypted media and documents. o Use one of the following mailing methods for encrypted data files only: 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 5. Other mutually approved methods November 19,2013 Template UNIVERSAL SERVICE AGREEMENT Page 7 of 7 CUS-40422/LRD August 6,2015 ATTACHMENT 1 SCHEDULE A—EMPLOYMENT VERIFICATIONS SERVICE PROVIDER,TERM AND FEES FOR SERVICES CLIENT NAME: City of Fort Worth,Texas EFFECTIVE DATE: August 1, 2015 The Employment Verifications service (the "Service") is a service owned and operated by TALX Corporation (a provider of Equifax Workforce Solutions), a Missouri corporation ("EWS"), which provides subscribing employers with an automated method of providing employment and income verifications to authorized third parties. Client authorizes EWS to provide the Service on behalf of the Client. EWS shall provide the Service in accordance with the Universal Service Agreement ("Agreement"),this Schedule A and Schedule B (which are part of the Agreement)utilizing the Data supplied by Client. All capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Agreement. 1. Fair Credit Reporting Act ("FCRA") Obligations. By signing below, or otherwise accepting these terms, Client acknowledges receipt of this Schedule A, Exhibit 1 to this Schedule A, Schedule B and Exhibit 1 to Schedule B, "Notice to Furnisher". Client agrees that it shall comply with all of the obligations of a furnisher set forth in such Notice to Furnisher. In the event that an employee notifies EWS of an error in any Data, and EWS or Client concludes that the Data is incorrect, Client shall correct the Data as required. If, after completing an investigation and acknowledging that the Data is incorrect, Client does not correct the Data EWS may as required under FCRA: (i) correct the Data on behalf of Client, and/or(ii)block the Data from being accessed by verifiers. 2. Term. This Schedule shall be for an initial term of five (5) years from the Effective Date hereof. The Client may renew this Schedule for three (3) additional successive two (2) year terms at the Client's sole option by sending EWS a renewal letter. 3. Termination. Either party may terminate this Schedule at any time and for any reason by providing the other party with 60 days written notice of 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 written notice and at least thirty (30) days in which to cure the breach before terminating the Schedule. In the event no funds or insufficient funds are appropriated by the Client in any fiscal period for any payments due hereunder,the Client will notify EWS of such occurrence and this Schedule shall terminate within sixty(60)days of notice without penalty or expense to the Client of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. In order to facilitate Services that are in process of being completed, in the event of termination of this Schedule,the parties agree that, at Client's choosing, EWS shall continue providing the Services under the terms of this Schedule for a period of six (6) months after the termination of this Schedule (the "Transition Period"). 4. Payment Terms: All prices and fees for Services performed under this Schedule are as stated in Exhibit 1, attached hereto and made part of this Schedule A. Fees shall be invoiced on the first day of each month. Monthly maintenance fees for active Employees on file shall be invoiced on the first day of each month for that month. Miscellaneous fees will be invoiced monthly in arrears. All prices and fees will be invoiced monthly and will increase by three(3%) on each anniversary of the Effective Date. • Invoices are due net thirty(30)days. Payments not received within forty-five(45)days of invoice will bear interest at a rate of 1.5%per month. Client is an exempt governmental entity and will provide the necessary documentation in support of its exempt status. Client will not be subject to taxes related to the provision of services from EWS. • All fees are in U.S, dollars. 5. Data: Client acknowledges that the ability of EWS to provide accurate information is dependent upon accurate Data fi•om Client. Client agrees to maintain its Data in an accurate, complete and current manner, to provide EWS with Data on employees of Client, and to notify EWS in advance of any and all changes or modifications in format of the Client's computer interface and/or the Data. Schedule A and Schedule B shall be binding on the parties upon the date last executed below. Fort . provider of 7,�4,Corporation, Cites of For Wort PALX Corpor ifa Workforce Solutions Worth,Texas � z N rt1e: 1 r Name: Michael Mohr tI e O .����� Title: Vice President Date: r 12b OFFICIAL.AL. REC AppRO Template Employment Verifications ' D AS TO FORM AND LEGALITY- 1,`,' ..5"E CO'l Z Pj g A-1 •- August 6,2015 C S-40422/LRD SCHEDULE A—EMPLOYMENT VERIFICATIONS EXHIBIT 1 -FEES FEES: Fees for the Service provided under this Schedule include: Total number of active employees under contract: 7,500 Monthly Fees • Data Security, Compliance and Storage fee $416.67/month • Client access calls to place and/or remove employee information holds No charge • Periodic file updates No charge • Electronic management reports No charge • Employee file transmissions © Electronic Files No charge ❑ Tape/Disk/CD-ROM (includes one return shipment of media per month) $300/month 10 Yes O No Client Fees for Social Services Verifications(includes postage) • Manual verifications $3.50 each • Electronic verifications $3.50 each August 1,2014 Template Employment Verifications Page AE-1 CUS-40422/LRD August 6,2015 SCHEDULE B—EMPLOYMENT VERIFICATIONS SERVICE DESCRIPTION OVERVIEW Parties to Verifications. EWS is authorized by Client to provide employment and income verification of Client's employees. The Service is designed to assist (i) Client, (ii) employees of Client, and (iii) commercial, private, non-profit and governmental entities ("Verifiers")who wish to verify an employee's employment and/or income. Client Interests. Client provides Data to EWS on a regular basis and EWS provides employment and/or income verifications to Verifiers. For a Manual Verification, EWS,when requested by Verifiers and as Client's sole agent,will request employment verifications via phone, fax or automated request as agreed upon by the parties, and Client will provide Data to EWS upon request through a provided web interface. EWS does not guarantee the accuracy of Data provided by Client. EWS will assure due diligence is taken to protect Client Data in accordance with good industry practices. EWS may use Client's name and logo in routine communications EWS undertakes to Verifiers,to inform Verifiers of participation by clients in the Service in order to serve clients more efficiently and to reduce calls to clients from Verifiers. Employee Interests. Employees of Client may need verification of employment and/or income to qualify for home loans, automobile loans, chattel loans, social services programs,confirm immigration status or obtain worker's compensation payments. The Employment Verifications service provides the necessary verification on a timely basis. Verifier Interests. Verifiers may obtain different amounts of information and in different manners dependent on the nature of the Verifier and the nature of the relationship with EWS. Verifiers may be commercial verifiers such as mortgage lenders, pre- employment screeners, automobile lenders, property managers, parties to consumer lending and others; social service agencies seeking to qualify an employee for social service assistance; child support agencies providing support for dependent children; immigration officials needing confirmation of employment; insurers; law enforcement agencies; or other Verifiers with a need to verify employment or income. EWS will serve the interests of Client, employees of Client and Verifiers (i)by providing verifications to relieve the employer of the burden of employment and income verification obligations as often as practicable; (ii) by providing verifications where the employee has applied for a benefit (such as a job application, qualification for social services assistance or a loan application) or has obtained a benefit and the Verifier is seeking to determine whether the employee is qualified to receive the benefit or is seeking to enforce obligations undertaken by the employee in connection with the benefit; (iii) by providing verifications where the employee is obligated by Federal, state or local law to provide the verification information to the Verifier; and (iv) by providing analytics, modeling and/or demographic studies that will not include any information that individually, or collectively, could be used to specifically identify either Client or Client's employees. Fair Credit Reporting Act. EWS is a Consumer Reporting Agency("CRA"), as defined by the FCRA. As such, EWS complies with the FCRA in providing the Service. EWS's FCRA compliance enhances the protections available to Client's employees, with respect to the privacy and accuracy of the Data. Client acknowledges that EWS has the responsibility to maintain Data accuracy as required under the FCRA, and grants EWS the authority necessary to fulfill this responsibility. Modification of Service Description 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 written 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 written notice to EWS within thirty (30) days after notice of a substantial change to the Service Description Overview. Such 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. August 1,2014 Template Employment Verifications Page B-I CUS-40422/LRD August 4,2015 Exhibit 1 All furnishers of consumer reports must comply with all applicable regulations,including regulations promulgated after this notice was first prescribed in 2004. Information about applicable regulations currently in effect can be found at the Consumer Financial Protection Bureau's website, www.consumerfirtance.gov/Jeartznzore. NOTICE TO FURNISHERS OF INFORMATION: OBLIGATIONS OF FURNISHER UNDER THE FCRA The federal Fair Credit Reporting Act(FCRA), 15 U.S.0 1681-168ly, imposes responsibilities on all persons who furnish information to consumer reporting agencies(CRAB). These responsibilities are found in Section 623 of the FCRA, 15 U.S.0 1681 s-2. State law may impose additional requirements on furnisher. All furnishers of information to CRAs should become familiar with the applicable laws and may want to consult with their counsel to ensure that they are in compliance. The text of the FCRA is available at the website of the Consumer Financial Protection Bureau: www.consumezfinance.gov/learnmore. A list of the sections of the FCRA cross-referenced to the U.S. Code is at the end of this document. Section 623 imposes the following duties upon furnishers: Accuracy Guidelines The FCRA requires furnishers to comply with federal guidelines and regulations dealing with the accuracy of information provided to CRAB by furnishers. Federal regulations and guidelines are available at www.consun7erfinance.gov/learnrnore. Section 623(e). General Prohibition on Reporting Inaccurate Information The FCRA prohibits information furnishers from providing information to a CRA that they know or have reasonable cause to believe is inaccurate. However,the furnisher is not subject to this general prohibition if it clearly and conspicuously specifies an address to which consumers may write to notify the furnisher that certain information is inaccurate.Sections 623(a)(1)(A) and(a)(1)(Q. Duty to Correct and Update Information If at any time a person who regularly and in the ordinary course of business furnishes information to one or more CRAB determines that the information provided is not complete or accurate,the furnisher must promptly provide complete and accurate information to the CRA. In addition,the furnisher must notify all CRAs that received the information of any corrections, and must thereafter report only the complete and accurate information.Section 623(a)(2). Duties After Notice of Dispute from Consumer If a consumer notifies a furnisher, at an address specified for the furnisher for such notices,that specific information is inaccurate,and the information is, in fact, inaccurate,the furnisher must thereafter report the correct information to CRAB. Section 623(a)(1)(B). If a consumer notifies a furnisher that the consumer disputes the completeness or accuracy of any information reported by the furnisher,the furnisher may not subsequently report that information to a CRA without providing notice of the dispute. Section 623(a)(3). Furnishers must comply with federal regulations that identify when an information furnisher must investigate a dispute made directly to the furnisher by a consumer. Under these regulations, furnishers must complete an investigation within 30 days(or 45 days, if the consumer later provides relevant additional information)unless the dispute is frivolous or irrelevant or comes from a"credit repair organization."Federal regulations are available at www.conszanerfinance.gov/learnmore. Section 623(a)(8). Duties After Notice of Dispute from Consumer Reporting Agency If a CRA notifies a furnisher that a consumer disputes the completeness or accuracy of information provided by the furnisher, the furnisher has a duty to follow certain procedures. The furnisher must: • Conduct an investigation and review all relevant information provided by the CRA, including information given to the CRA by the consumer.Sections 623(b)(1)(A) and(b)(1)(B). • Report the results to the CRA that referred the dispute, and, if the investigation establishes that the information was, in fact, incomplete or inaccurate, report the results to all CRAs to which the furnisher provided the information that compile and maintain files on a nationwide basis.Section 623(b)(1)(C) and(b)(1)(D). • Complete the above steps within 30 days from the date the CRA receives the dispute (or 45 days, if the consumer later provides relevant additional information to the CRA).Section 623(b)(2). • Promptly modify or delete the information, or block its reporting.Section 623(b)(1)(E). August 1,2014 Template Employment Verifications Page BE-I CUS-40422/LRD August 6,2015 Duty to Report Voluntary Closing of Credit Accounts If a consumer voluntarily closes a credit account, any person who regularly and in the ordinary course of business furnished information to one or more CRAB must report this fact when it provides information to CRAs for the time period in which the account was closed.Section 623(a)(4). Duty to Report Dates of Delinquencies If a furnisher reports information concerning a delinquent account placed for collection,charged to profit or loss, or subject to any similar action,the furnisher must,within 90 days after reporting the information,provide the CRA with the month and the year of the commencement of the delinquency that immediately preceded the action, so that the agency will know how long to keep the information in the consumer's file.Section 623(a)(5). Any person, such as a debt collector,that has acquired or is responsible for collecting delinquent accounts and that reports information to CRAs may comply with the requirements of Section 623(a)(5)(until there is a consumer dispute)by reporting the same delinquency date previously reported by the creditor. If the creditor did not report this date,they may comply with the FCRA by establishing reasonable procedures to obtain and report delinquency dates,or, if a delinquency date cannot be reasonably obtained,by following reasonable procedures to ensure that the date reported precedes the date when the account was placed for collection,charged to profit or loss,or subjected to any similar action.Section 623(a)(5). Duties of Financial Institutions When Reporting Negative Information Financial institutions that furnish information to"nationwide"consumer reporting agencies, as defined in Section 603(p) must notify consumers in writing if they may furnish or have furnished negative information to a CRA.Section 623(a)(7). The Consumer Financial Protection Bureau has prescribed model disclosures, 12 CFR Part 1022,App. B. Duties When Furnishing Medical Information A furnisher whose primary business is providing medical services,products,or devices(and such furnisher's agents or assignees)is a medical information furnisher for the purposes of the FCRA and must notify all CRAB to which it reports of this fact.Section 623(a)(9). This notice will enable CRAs to comply with their duties under Section 604(g)when reporting medical information. Duties When ID Theft Occurs All furnishers must have in place reasonable procedures to respond to notifications from CRAB that information furnished is the result of identity theft,and to prevent refurnishing the information in the future. A furnisher may not furnish information that a consumer has identified as resulting from identity theft unless the furnisher subsequently knows or is informed by the consumer that the information is correct.Section 623 (a)(6). If a furnisher learns that it has furnished inaccurate information due to identity theft, it must notify each CRA of the correct information and must thereafter report only complete and accurate information.Section 623(a)(2). When any furnisher of information is notified pursuant to the procedures set forth in Section 605B that a debt has resulted from identity theft,the furnisher may not sell,transfer, or place for collection the debt except in certain limited circumstances.Section 6150. The Consumer Financial Protection Bureau website, www.consanierfinarrce.gov/learn`rrore,has more information about the FCRA. Section 602 15 U.S.C. 1681 Section 615 15 U.S.C. 1681m Section 603 15 U.S.C. 1681a Section 616 15 U.S.C. 1681n Section 604 15 U.S.C. 1681b Section 617 15 U.S.C. 16810 Section 605 15 U.S.C. 1681c Section 618 15 U.S.C. 1681p Section 605A 15 U.S.C. 1681cA Section 619 15 U.S.C. 1681q Section 605B 15 U.S.C. 1681cB Section 620 15 U.S.C. 1681r Section 606 15 U.S.C. 1681d Section 621 15 U.S.C. 1681s Section 607 15 U.S.C. 1681e Section 622 15 U.S.C. 1681s-1 Section 608 15 U.S.C. 1681f Section 623 15 U.S.C. 1681s-2 Section 609 15 U.S.C. 1681g Section 624 15 U.S.C. 1681t Section 610 15 U.S.C.1681h Section 625 15 U.S.C. 1681u Section 611 15 U.S.C. 1681i Section 626 15 U.S.C. 1681v Section 612 15 U.S.C. 1681] Section 627 15 U.S.C. 1681w Section 613 15 U.S.C. 1681k Section 628 15 U.S.C. 1681x Section 614 15 U.S.C. 16811 Section 629 15 U.S.C. 1681y August 1,2014 Template Employment Verifications Page BE-2 CUS-40422/LRD August 6,2015