87 DOC #4, continued
C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM
Required Pursuant to N.J.S.A. 19:44A-20.26
This form or its permitted facsimile must be submitted to the local unit no later than 10 days prior to the award of the contract.
Part I – Vendor Information
Vendor Name:
Address:
City: State: Zip:
The undersigned being authorized to certify, hereby certifies that the submission provided herein represents compliance with the provisions of N.J.S.A. 19:44A-20.26 and as represented by the Instructions accompanying this form.
_______________________ _______________________ ________________________ Signature Printed Name Title
Part II – Contribution Disclosure
Disclosure requirement: Pursuant to N.J.S.A. 19:44A-20.26 this disclosure must include all reportable political contributions (more than $300 per election cycle) over the 12 months prior to submission to the committees of the government entities listed on the form provided by the local unit.
Check here if disclosure is provided in electronic form Contributor Name Recipient Name Date Dollar Amount
$
Check here if the information is continued on subsequent page(s)
88 DOC #4, continued
List of Agencies with Elected Officials Required for Political Contribution Disclosure N.J.S.A. 19:44A-20.26
County Name:
State: Governor, and Legislative Leadership Committees
Legislative District #s:
State Senator and two members of the General Assembly per district.
County:
Freeholders County Clerk Sheriff
{County Executive} Surrogate
Municipalities (Mayor and members of governing body, regardless of title):
USERS SHOULD CREATE THEIR OWN FORM, OR DOWNLOAD
FROM THE PAY TO PLAY SECTION OF THE DLGS WEBSITE A
COUNTY-BASED, CUSTOMIZABLE FORM.
89 DOC #5
STOCKHOLDER DISCLOSURE CERTIFICATION
Name of Business:
I certify that the list below contains the names and home addresses of all stockholders holding 10% or more of the issued and outstanding stock of the undersigned.
OR
I certify that no one stockholder owns 10% or more of the issued and outstanding stock of the undersigned.
Check the box that represents the type of business organization:
Partnership Corporation Sole Proprietorship
Limited Partnership Limited Liability Corporation Limited Liability Partnership
Subchapter S Corporation
Sign and notarize the form below, and, if necessary, complete the stockholder list below.
Stockholders:
Name: Name:
Home Address:
Home Address:
Name: Name:
Home Address: Home Address:
Name:
Name:
Home Address:
Home Address:
Subscribed and sworn before me this ___ day of
___________, 2__.
(Notary Public)
My Commission expires:
_________________________________
(Affiant)
________________________________
(Print name & title of affiant)
(Corporate Seal)
90 DOC #6
DISCLOSURE OF INVESTMENT ACTIVITIES IN IRAN FORM
STATE OF NEW JERSEY
DEPARTMENT OF THE TREASURY - DIVISION OF PURCHASE AND PROPERTY 33 WEST STATE STREET, P.O. BOX 230 TRENTON, NEW JERSEY 08625-0230
BID SOLICITATION # AND TITLE: ______________________________________________________________________ VENDOR NAME: ____________________________________________________________________________________
Pursuant to N.J.S.A. 52:32-57, et seq. (P.L. 2012, c.25 and P.L. 2021, c.4) any person or entity that submits a bid or proposal or otherwise proposes to enter into or renew a contract must certify that neither the person nor entity, nor any of its parents, subsidiaries, or affiliates, is identified on the New Jersey Department of the Treasury’s Chapter 25 List as a person or entity engaged in investment activities in Iran. The Chapter 25 list is found on the Division’s websit e at https://www.state.nj.us/treasury/purchase/pdf/Chapter25List.pdf. Vendors/Bidders must review this list prior to completing the below certification. If the Director of the Division of Purchase and Property finds a person or entity to be in violation of the law, s/he shall take action as may be appropriate and provided by law, rule or contract, including but not limited to, imposing sanctions, seeking compliance, recovering damages, declaring the party in default and seeking debarment or suspension of the party.
Entity Engaged in Investment Activities
Relationship to Vendor/ Bidder
Description of Activities
Duration of Engagement
Anticipated Cessation Date
*Attach Additional Sheets If Necessary.
CERTIFICATION
I, the undersigned, certify that I am authorized to execute this certification on behalf of the Vendor, that the foregoing information and any attachments hereto, to the best of my knowledge are true and complete. I acknowledge that the State of New Jersey is relying on the information contained herein, and that the Vendor is under a continuing obligation from the date of this certification through the completion of any contract(s) with the State to notify the State in writing of any changes to the information contained herein; that I am aware that it is a criminal offense to make a false statement or misrepresentation in this certification. If I do so, I may be subject to criminal prosecution under the law, and it will constitute a material breach of my contract(s) with the State, permitting the State to declare any contract(s) resulting from this certification void and unenforceable.
____________________________________ ________________________________ Signature Date
_____________________________________________________
Print Name and Title
DPP Rev. 12.13.2021
CHECK THE APPROPRIATE BOX
I certify, pursuant to N.J.S.A. 52:32-57, et seq. (P.L. 2012, c.25 and P.L. 2021, c.4), that neither the Vendor/Bidder listed above nor any of its parents, subsidiaries, or affiliates is listed on the New Jersey Department of the Treasury’s Chapter 25 List of entities determined to be engaged in prohibited activities in Iran.
OR
I am unable to certify as above because the Vendor/Bidder and/or one or more of its parents, subsidiaries, or affiliates is listed on the New Jersey Department of the Treasury’s Chapter 25 List. I will provide a detailed, accurate and precise description of the activities of the Vendor/Bidder, or one of its parents, subsidiaries or affiliates, has engaged in regarding investment activities in Iran by completing the information requested below.
________________________________________________
________________________________________________
________________________________________________
________________________________________________
________________________________________________
91 DOC #7
CERTIFICATION OF NON‐INVOLVEMENT IN PROHIBITED ACTIVITIES IN RUSSIA OR BELARUS
Pursuant to N.J.S.A. 52:32-60.1, et seq. (L. 2022, c. 3) any person or entity (hereinafter “Vendori”) that seeks to enter into or renew a contract with a State agency for the provision of goods or services, or the purchase of bonds or other obligations, must complete the certification below indicating whether or not the Vendor is identified on the Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons list, available here:
https://sanctionssearch.ofac.treas.gov/. If the Department of the Treasury finds that a Vendor has made a certification in violation of the law, it shall take any action as may be appropriate and provided by law, rule or contract, including but not limited to, imposing sanctions, seeking compliance, recovering damages, declaring the party in default and seeking debarment or suspension of the party.
I, the undersigned, certify that I have read the definition of “Vendor” below, and have reviewed the Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons list, and having done so certify:
(Check the Appropriate Box)
A. That the Vendor is not identified on the OFAC Specially Designated Nationals and Blocked Persons list on account of activity related to Russia and/or Belarus.
OR
B. That I am unable to certify as to “A” above, because the Vendor is identified on the OFAC Specially Designated Nationals and Blocked Persons list on account of activity related to Russia and/or Belarus.
OR
C.
That I am unable to certify as to “A” above, because the Vendor is identified on the OFAC Specially Designated Nationals and Blocked Persons list. However, the Vendor is engaged in activity related to Russia and/or Belarus consistent with federal law, regulation, license or exemption. A detailed description of how the Vendor’s activity related to Russia and/or Belarus is consistent with federal law is set forth below.
(Attach Additional Sheets If
Necessary.)
Signature of Vendor’s Authorized Representative Date
Print Name and Title of Vendor’s Authorized Representative Vendor’s FEIN Vendor’s Name Vendor’s Phone Number
Vendor’s Address (Street Address) Vendor’s Fax Number
Vendor’s Address (City/State/Zip Code) Vendor’s Email Address
i Vendor means: (1) A natural person, corporation, company, limited partnership, limited liability partnership, limited liability company, business association, sole proprietorship, joint venture, partnership, society, trust, or any other nongovernmental entity, organization, or group; (2) Any governmental entity or instrumentality of a government, including a multilateral development institution, as defined in Section 1701(c)(3) of the International Financial Institutions Act, 22 U.S.C. 262r(c)(3); or (3) Any parent, successor, subunit, direct or indirect subsidiary, or any entity under common ownership or control with, any entity described in paragraph (1) or (2). NJ Rev. 1.22.2024
92 DOC #8
NEW JERSEY BUSINESS REGISTRATION CERTIFICATE
(N.J.S.A. 52:32-44)
Offerors wishing to do business in New Jersey must submit their State Division of Revenue issued Business Registration Certificate with their proposal here. Failure to do so will disqualify the Offeror from offering products or services in New Jersey through any resulting contract.
https://www.njportal.com/DOR/BusinessRegistration/
DOC #9
EEOAA EVIDENCE
Equal Employment Opportunity/Affirmative Action
Goods, Professional Services & General Service Projects
EEO/AA Evidence
Vendors are required to submit evidence of compliance with N.J.S.A. 10:5-31 et seq. and N.J.A.C. 17:27 in order to be considered a responsible vendor.
One of the following must be included with submission:
• Copy of Letter of Federal Approval
• Certificate of Employee Information Report
• Fully Executed Form AA302
• Fully Executed EEO-1 Report
See the guidelines at:
https://www.state.nj.us/treasury/contract_compliance/documents/pdf/gui delines/pa.pdf for further information.
I certify that my bid package includes the required evidence per the above list and State website.
Name: ______________________________ Title: _____________________
Signature: ___________________________ Date: _____________________
94 DOC #10
MACBRIDE-PRINCIPLES
STATE OF NEW JERSEY
DEPARTMENT OF THE TREASURY - DIVISION OF PURCHASE
AND PROPERTY 33 WEST STATE STREET, P.O. BOX 230 TRENTON, NEW JERSEY 08625-0230
BID SOLICITATION # AND TITLE: __________________________________________________________
VENDOR NAME: _______________________________________________________________________
Pursuant to Public Law 1995, c. 134, a responsible Vendor/Bidder is required to provide a certification in compliance with the MacBride Principles and Northern Ireland Act of 1989. Pursuant to N.J.S.A. 52:34-12.2, Vendor/Bidder must complete the certification below by checking one of the two options listed below and signing where indicated. If a Vendor/Bidder that would otherwise be awarded a purchase, contract or agreement does not complete the certification, then the Director may determine, in accordance with applicable law and rules, that it is in the best interest of the State to award the purchase, contract or agreement to another Vendor/ Bidder that has completed the certification and has submitted a bid within five (5) percent of the most advantageous bid. If the Director finds contractors to be in violation of the principles that are the subject of this law, he/she shall take such action as may be appropriate and provided by law, rule or contract, including but not limited to, imposing sanctions, seeking compliance, recovering damages, declaring the party in default and seeking debarment or suspension of the party.
I, the undersigned, on behalf the Vendor/Bidder, certify pursuant to N.J.S.A. 52:34-12.2 that:
CHECK THE APPROPRIATE BOX
The Vendor/Bidder has no business operations in Northern Ireland; or OR
The Vendor/Bidder will take lawful steps in good faith to conduct any business operations it has in Northern Ireland in accordanc e with the MacBride principles of nondiscrimination in employment as set forth in section 2 of P.L. 1987, c. 177 (N.J.S.A. 52:18A-89.5) and in conformance with the United Kingdom’s Fair Employment (Northern Ireland) Act of 1989, and permit independent monitoring of its compliance with those principles.
CERTIFICATION
I, the undersigned, certify that I am authorized to execute this certification on behalf of the Vendor, that the foregoing information and any attachments hereto, to the best of my knowledge are true and complete. I acknowledge that the State of New Jersey is relying on the information contained herein, and that the Vendor is under a continuing obligation from the date of this certification through the completion of any contract(s) with the State to notify the State in writing of any changes to the information contained herein; that I am aware that it is a criminal offense to make a false statement or misrepresentation in this certification. If I do so, I may be subject to criminal prosecution under the law, and it will constitute a material breach of my contract(s) with the State, permitting the State to declare any contract(s) resulting from this certification void and unenforceable.
Signature Date
Print Name and Title
DPP Rev. 12.13.2021
95 Exhibit H
Advertising Compliance Requirement
Pursuant to certain state notice provisions, including but not limited to Oregon Revised Statutes Chapter 279A.210, Chapter 279A.220, and other related provisions, the following public agencies and political subdivisions of the referenced public agencies are eligible to register with OMNIA Partners and access the Master Agreement contract award made pursuant to this solicitation, and are hereby given notice of the foregoing request for proposals for purposes of complying with the procedural requirements of said statutes:
Nationwide:
State of Alabama State of Hawaii Commonwealth of
Massachusetts
State of New Mexico State of South
Dakota
State of Alaska State of Idaho State of Michigan State of New York State of Tennessee State of Arizona State of Illinois State of Minnesota State of North Carolina State of Texas State of Arkansas State of Indiana State of Mississippi State of North Dakota State of Utah State of California State of Iowa State of Missouri State of Ohio State of Vermont State of Colorado State of Kansas State of Montana State of Oklahoma Commonwealth of Virginia
State of Connecticut Commonwealth of
Kentucky
State of Nebraska State of Oregon State of
Washington
State of Delaware State of Louisiana State of Nevada Commonwealth of Pennsylvania
State of West
Virginia
State of Florida State of Maine State of New
Hampshire
State of Rhode Island State of Wisconsin
State of Georgia State of Maryland State of New Jersey State of South Carolina State of Wyoming District of Columbia U.S. Territories
Lists of political subdivisions and local governments in the above referenced states, districts, and territories may be found at http://www.usa.gov/state-governments and https://www.usa.gov/local-governments.
Certain Public Agencies and Political Subdivisions:
96 CITIES, TOWNS, VILLAGES AND BOROUGHS INCLUDING BUT NOT LIMITED TO:
BAKER CITY GOLF COURSE, OR
CITY OF ADAIR VILLAGE, OR
CITY OF ASHLAND, OR
CITY OF AUMSVILLE, OR
CITY OF AURORA, OR
CITY OF BAKER, OR
CITY OF BATON ROUGE, LA
CITY OF BEAVERTON, OR
CITY OF BEND, OR
CITY OF BOARDMAN, OR
CITY OF BONANAZA, OR
CITY OF BOSSIER CITY, LA
CITY OF BROOKINGS, OR
CITY OF BURNS, OR
CITY OF CANBY, OR
CITY OF CANYONVILLE, OR
CITY OF CLATSKANIE, OR
CITY OF COBURG, OR
CITY OF CONDON, OR
CITY OF COQUILLE, OR
CITY OF CORVALLI, OR
CITY OF CORVALLIS PARKS AND RECREATION DEPARTMENT, OR
CITY OF COTTAGE GROVE, OR
CITY OF DONALD, OR
CITY OF EUGENE, OR
CITY OF FOREST GROVE, OR
CITY OF GOLD HILL, OR
CITY OF GRANTS PASS, OR
CITY OF GRESHAM, OR
CITY OF HILLSBORO, OR
CITY OF INDEPENDENCE, OR
CITY AND COUNTY OF HONOLULU, HI
CITY OF KENNER, LA
CITY OF LA GRANDE, OR
CITY OF LAFAYETTE, LA
CITY OF LAKE CHARLES, OR
CITY OF LEBANON, OR
CITY OF MCMINNVILLE, OR
CITY OF MEDFORD, OR
CITY OF METAIRIE, LA
CITY OF MILL CITY, OR
CITY OF MILWAUKIE, OR
CITY OF MONROE, LA
CITY OF MOSIER, OR
CITY OF NEW ORLEANS, LA
CITY OF NORTH PLAINS, OR
CITY OF OREGON CITY, OR
CITY OF PILOT ROCK, OR
CITY OF PORTLAND, OR
CITY OF POWERS, OR
CITY OF PRINEVILLE, OR
CITY OF REDMOND, OR
CITY OF REEDSPORT, OR
CITY OF RIDDLE, OR
CITY OF ROGUE RIVER, OR
CITY OF ROSEBURG, OR
CITY OF SALEM, OR
CITY OF SANDY, OR
CITY OF SCAPPOOSE, OR
97 CITY OF SHADY COVE, OR
CITY OF SHERWOOD, OR
CITY OF SHREVEPORT, LA
CITY OF SILVERTON, OR
CITY OF SPRINGFIELD, OR
CITY OF ST. HELENS, OR
CITY OF ST. PAUL, OR
CITY OF SULPHUR, LA
CITY OF TIGARD, OR
CITY OF TROUTDALE, OR
CITY OF TUALATIN, OR
CITY OF WALKER, LA
CITY OF WARRENTON, OR
CITY OF WEST LINN, OR
CITY OF WILSONVILLE, OR
CITY OF WINSTON, OR
CITY OF WOODBURN, OR
LEAGUE OF OREGON CITES
THE CITY OF HAPPY VALLEY OREGON
ALPINE, UT
ALTA, UT
ALTAMONT, UT
ALTON, UT
AMALGA, UT
AMERICAN FORK CITY, UT
ANNABELLA, UT
ANTIMONY, UT
APPLE VALLEY, UT
AURORA, UT
BALLARD, UT
BEAR RIVER CITY, UT
BEAVER, UT
BICKNELL, UT
BIG WATER, UT
BLANDING, UT
BLUFFDALE, UT
BOULDER, UT
CITY OF BOUNTIFUL, UT
BRIAN HEAD, UT
BRIGHAM CITY CORPORATION, UT
BRYCE CANYON CITY, UT
CANNONVILLE, UT
CASTLE DALE, UT
CASTLE VALLEY, UT
CITY OF CEDAR CITY, UT
CEDAR FORT, UT
CITY OF CEDAR HILLS, UT
CENTERFIELD, UT
CENTERVILLE CITY CORPORATION, UT
CENTRAL VALLEY, UT
CHARLESTON, UT
CIRCLEVILLE, UT
CLARKSTON, UT
CLAWSON, UT
CLEARFIELD, UT
CLEVELAND, UT
CLINTON CITY CORPORATION, UT
COALVILLE, UT
CORINNE, UT
CORNISH, UT
98 COTTONWOOD HEIGHTS, UT
DANIEL, UT
DELTA, UT
DEWEYVILLE, UT
DRAPER CITY, UT
DUCHESNE, UT
EAGLE MOUNTAIN, UT
EAST CARBON, UT
ELK RIDGE, UT
ELMO, UT
ELSINORE, UT
ELWOOD, UT
EMERY, UT
ENOCH, UT
ENTERPRISE, UT
EPHRAIM, UT
ESCALANTE, UT
EUREKA, UT
FAIRFIELD, UT
FAIRVIEW, UT
FARMINGTON, UT
FARR WEST, UT
FAYETTE, UT
FERRON, UT
FIELDING, UT
FILLMORE, UT
FOUNTAIN GREEN, UT
FRANCIS, UT
FRUIT HEIGHTS, UT
GARDEN CITY, UT
GARLAND, UT
GENOLA, UT
GLENDALE, UT
GLENWOOD, UT
GOSHEN, UT
GRANTSVILLE, UT
GREEN RIVER, UT
GUNNISON, UT
HANKSVILLE, UT
HARRISVILLE, UT
HATCH, UT
HEBER CITY CORPORATION, UT
HELPER, UT
HENEFER, UT
HENRIEVILLE, UT
HERRIMAN, UT
HIDEOUT, UT
HIGHLAND, UT
HILDALE, UT
HINCKLEY, UT
HOLDEN, UT
HOLLADAY, UT
HONEYVILLE, UT
HOOPER, UT
HOWELL, UT
HUNTINGTON, UT
HUNTSVILLE, UT
CITY OF HURRICANE, UT
HYDE PARK, UT
HYRUM, UT
99 INDEPENDENCE, UT
IVINS, UT
JOSEPH, UT
JUNCTION, UT
KAMAS, UT
KANAB, UT
KANARRAVILLE, UT
KANOSH, UT
KAYSVILLE, UT
KINGSTON, UT
KOOSHAREM, UT
LAKETOWN, UT
LA VERKIN, UT
LAYTON, UT
LEAMINGTON, UT
LEEDS, UT
LEHI CITY CORPORATION, UT
LEVAN, UT
LEWISTON, UT
LINDON, UT
LOA, UT
LOGAN CITY, UT
LYMAN, UT
LYNNDYL, UT
MANILA, UT
MANTI, UT
MANTUA, UT
MAPLETON, UT
MARRIOTT-SLATERVILLE, UT
MARYSVALE, UT
MAYFIELD, UT
MEADOW, UT
MENDON, UT
MIDVALE CITY INC., UT
MIDWAY, UT
MILFORD, UT
MILLVILLE, UT
MINERSVILLE, UT
MOAB, UT
MONA, UT
MONROE, UT
CITY OF MONTICELLO, UT
MORGAN, UT
MORONI, UT
MOUNT PLEASANT, UT
MURRAY CITY CORPORATION, UT
MYTON, UT
NAPLES, UT
NEPHI, UT
NEW HARMONY, UT
NEWTON, UT
NIBLEY, UT
NORTH LOGAN, UT
NORTH OGDEN, UT
NORTH SALT LAKE CITY, UT
OAK CITY, UT
OAKLEY, UT
OGDEN CITY CORPORATION, UT
OPHIR, UT
ORANGEVILLE, UT
100
ORDERVILLE, UT
OREM, UT
PANGUITCH, UT
PARADISE, UT
PARAGONAH, UT
PARK CITY, UT
PAROWAN, UT
PAYSON, UT
PERRY, UT
PLAIN CITY, UT
PLEASANT GROVE CITY, UT
PLEASANT VIEW, UT
PLYMOUTH, UT
PORTAGE, UT
PRICE, UT
PROVIDENCE, UT
PROVO, UT
RANDOLPH, UT
REDMOND, UT
RICHFIELD, UT
RICHMOND, UT
RIVERDALE, UT
RIVER HEIGHTS, UT
RIVERTON CITY, UT
ROCKVILLE, UT
ROCKY RIDGE, UT
ROOSEVELT CITY CORPORATION, UT
ROY, UT
RUSH VALLEY, UT
CITY OF ST. GEORGE, UT
SALEM, UT
SALINA, UT
SALT LAKE CITY CORPORATION, UT
SANDY, UT
SANTA CLARA, UT
SANTAQUIN, UT
SARATOGA SPRINGS, UT
SCIPIO, UT
SCOFIELD, UT
SIGURD, UT
SMITHFIELD, UT
SNOWVILLE, UT
CITY OF SOUTH JORDAN, UT
SOUTH OGDEN, UT
CITY OF SOUTH SALT LAKE, UT
SOUTH WEBER, UT
SPANISH FORK, UT
SPRING CITY, UT
SPRINGDALE, UT
SPRINGVILLE, UT
STERLING, UT
STOCKTON, UT
SUNNYSIDE, UT
SUNSET CITY CORP, UT
SYRACUSE, UT
TABIONA, UT
CITY OF TAYLORSVILLE, UT
TOOELE CITY CORPORATION, UT
TOQUERVILLE, UT
TORREY, UT
101
TREMONTON CITY, UT
TRENTON, UT
TROPIC, UT
UINTAH, UT
VERNAL CITY, UT
VERNON, UT
VINEYARD, UT
VIRGIN, UT
WALES, UT
WALLSBURG, UT
WASHINGTON CITY, UT
WASHINGTON TERRACE, UT
WELLINGTON, UT
WELLSVILLE, UT
WENDOVER, UT
WEST BOUNTIFUL, UT
WEST HAVEN, UT
WEST JORDAN, UT
WEST POINT, UT
WEST VALLEY CITY, UT
WILLARD, UT
WOODLAND HILLS, UT
WOODRUFF, UT
WOODS CROSS, UT
COUNTIES AND PARISHES INCLUDING BUT NOT LIMITED TO:
ASCENSION PARISH, LA
ASCENSION PARISH, LA, CLEAR OF COURT
CADDO PARISH, LA
CALCASIEU PARISH, LA
CALCASIEU PARISH SHERIFF’S OFFICE, LA
CITY AND COUNTY OF HONOLULU, HI
CLACKAMAS COUNTY, OR
CLACKAMAS COUNTY DEPT OF TRANSPORTATION, OR
CLATSOP COUNTY, OR
COLUMBIA COUNTY, OR
COOS COUNTY, OR
COOS COUNTY HIGHWAY DEPARTMENT, OR
COUNTY OF HAWAII, OR
CROOK COUNTY, OR
CROOK COUNTY ROAD DEPARTMENT, OR
CURRY COUNTY, OR
DESCHUTES COUNTY, OR
DOUGLAS COUNTY, OR
EAST BATON ROUGE PARISH, LA
GILLIAM COUNTY, OR
GRANT COUNTY, OR
HARNEY COUNTY, OR
HARNEY COUNTY SHERIFFS OFFICE, OR
HAWAII COUNTY, HI
HOOD RIVER COUNTY, OR
JACKSON COUNTY, OR
JEFFERSON COUNTY, OR
JEFFERSON PARISH, LA
JOSEPHINE COUNTY GOVERNMENT, OR
LAFAYETTE CONSOLIDATED GOVERNMENT, LA
LAFAYETTE PARISH, LA
LAFAYETTE PARISH CONVENTION & VISITORS COMMISSION
LAFOURCHE PARISH, LA
KAUAI COUNTY, HI
102
KLAMATH COUNTY, OR
LAKE COUNTY, OR
LANE COUNTY, OR
LINCOLN COUNTY, OR
LINN COUNTY, OR
LIVINGSTON PARISH, LA
MALHEUR COUNTY, OR
MAUI COUNTY, HI
MARION COUNTY, SALEM, OR
MORROW COUNTY, OR
MULTNOMAH COUNTY, OR
MULTNOMAH COUNTY BUSINESS AND COMMUNITY SERVICES, OR
MULTNOMAH COUNTY SHERIFFS OFFICE, OR
MULTNOMAH LAW LIBRARY, OR
ORLEANS PARISH, LA
PLAQUEMINES PARISH, LA
POLK COUNTY, OR
RAPIDES PARISH, LA
SAINT CHARLES PARISH, LA
SAINT CHARLES PARISH PUBLIC SCHOOLS, LA
SAINT LANDRY PARISH, LA
SAINT TAMMANY PARISH, LA
SHERMAN COUNTY, OR
TERREBONNE PARISH, LA
TILLAMOOK COUNTY, OR
TILLAMOOK COUNTY SHERIFF'S OFFICE, OR
TILLAMOOK COUNTY GENERAL HOSPITAL, OR
UMATILLA COUNTY, OR
UNION COUNTY, OR
WALLOWA COUNTY, OR
WASCO COUNTY, OR
WASHINGTON COUNTY, OR
WEST BATON ROUGE PARISH, LA
WHEELER COUNTY, OR
YAMHILL COUNTY, OR
COUNTY OF BOX ELDER, UT
COUNTY OF CACHE, UT
COUNTY OF RICH, UT
COUNTY OF WEBER, UT
COUNTY OF MORGAN, UT
COUNTY OF DAVIS, UT
COUNTY OF SUMMIT, UT
COUNTY OF DAGGETT, UT
COUNTY OF SALT LAKE, UT
COUNTY OF TOOELE, UT
COUNTY OF UTAH, UT
COUNTY OF WASATCH, UT
COUNTY OF DUCHESNE, UT
COUNTY OF UINTAH, UT
COUNTY OF CARBON, UT
COUNTY OF SANPETE, UT
COUNTY OF JUAB, UT
COUNTY OF MILLARD, UT
COUNTY OF SEVIER, UT
COUNTY OF EMERY, UT
COUNTY OF GRAND, UT
COUNTY OF BEVER, UT
COUNTY OF PIUTE, UT
COUNTY OF WAYNE, UT
COUNTY OF SAN JUAN, UT
103
COUNTY OF GARFIELD, UT
COUNTY OF KANE, UT
COUNTY OF IRON, UT
COUNTY OF WASHINGTON, UT
OTHER AGENCIES INCLUDING ASSOCIATIONS, BOARDS, DISTRICTS, COMMISSIONS, COUNCILS, PUBLIC
CORPORATIONS, PUBLIC DEVELOPMENT AUTHORITIES, RESERVATIONS AND UTILITIES INCLUDING BUT NOT LIMITED TO:
ADAIR R.F.P.D., OR
ADEL WATER IMPROVEMENT DISTRICT, OR
ADRIAN R.F.P.D., OR
AGNESS COMMUNITY LIBRARY, OR
AGNESS-ILLAHE R.F.P.D., OR
AGRICULTURE EDUCATION SERVICE EXTENSION DISTRICT, OR
ALDER CREEK-BARLOW WATER DISTRICT NO. 29, OR
ALFALFA FIRE DISTRICT, OR
ALSEA R.F.P.D., OR
ALSEA RIVIERA WATER IMPROVEMENT DISTRICT, OR
AMITY FIRE DISTRICT, OR
ANTELOPE MEADOWS SPECIAL ROAD DISTRICT, OR
APPLE ROGUE DISTRICT IMPROVEMENT COMPANY, OR
APPLEGATE VALLEY R.F.P.D. #9, OR
ARCH CAPE DOMESTIC WATER SUPPLY DISTRICT, OR
ARCH CAPE SANITARY DISTRICT, OR
ARNOLD IRRIGATION DISTRICT, OR
ASH CREEK WATER CONTROL DISTRICT, OR
ATHENA CEMETERY MAINTENANCE DISTRICT, OR
AUMSVILLE R.F.P.D., OR
AURORA R.F.P.D., OR
AZALEA R.F.P.D., OR
BADGER IMPROVEMENT DISTRICT, OR
BAILEY-SPENCER R.F.P.D., OR
BAKER COUNTY LIBRARY DISTRICT, OR
BAKER R.F.P.D., OR
BAKER RIVERTON ROAD DISTRICT, OR
BAKER VALLEY IRRIGATION DISTRICT, OR
BAKER VALLEY S.W.C.D., OR
BAKER VALLEY VECTOR CONTROL DISTRICT, OR
BANDON CRANBERRY WATER CONTROL DISTRICT, OR
BANDON R.F.P.D., OR
BANKS FIRE DISTRICT, OR
BANKS FIRE DISTRICT #13, OR
BAR L RANCH ROAD DISTRICT, OR
BARLOW WATER IMPROVEMENT DISTRICT, OR
BASIN AMBULANCE SERVICE DISTRICT, OR
BASIN TRANSIT SERVICE TRANSPORTATION DISTRICT, OR
BATON ROUGE WATER COMPANY
BAY AREA HEALTH DISTRICT, OR
BAYSHORE SPECIAL ROAD DISTRICT, OR
BEAR VALLEY SPECIAL ROAD DISTRICT, OR
BEAVER CREEK WATER CONTROL DISTRICT, OR
BEAVER DRAINAGE IMPROVEMENT COMPANY, INC., OR
BEAVER SLOUGH DRAINAGE DISTRICT, OR
BEAVER SPECIAL ROAD DISTRICT, OR
BEAVER WATER DISTRICT, OR
BELLE MER S.I.G.L. TRACTS SPECIAL ROAD DISTRICT, OR
BEND METRO PARK AND RECREATION DISTRICT
BENTON S.W.C.D., OR
BERNDT SUBDIVISION WATER IMPROVEMENT DISTRICT, OR
BEVERLY BEACH WATER DISTRICT, OR
104
BIENVILLE PARISH FIRE PROTECTION DISTRICT 6, LA
BIG BEND IRRIGATION DISTRICT, OR
BIGGS SERVICE DISTRICT, OR
BLACK BUTTE RANCH DEPARTMENT OF POLICE SERVICES, OR
BLACK BUTTE RANCH R.F.P.D., OR
BLACK MOUNTAIN WATER DISTRICT, OR
BLODGETT-SUMMIT R.F.P.D., OR
BLUE MOUNTAIN HOSPITAL DISTRICT, OR
BLUE MOUNTAIN TRANSLATOR DISTRICT, OR
BLUE RIVER PARK & RECREATION DISTRICT, OR
BLUE RIVER WATER DISTRICT, OR
BLY R.F.P.D., OR
BLY VECTOR CONTROL DISTRICT, OR
BLY WATER AND SANITARY DISTRICT, OR
BOARDMAN CEMETERY MAINTENANCE DISTRICT, OR
BOARDMAN PARK AND RECREATION DISTRICT
BOARDMAN R.F.P.D., OR
BONANZA BIG SPRINGS PARK & RECREATION DISTRICT, OR
BONANZA MEMORIAL PARK CEMETERY DISTRICT, OR
BONANZA R.F.P.D., OR
BONANZA-LANGELL VALLEY VECTOR CONTROL DISTRICT, OR
BORING WATER DISTRICT #24, OR
BOULDER CREEK RETREAT SPECIAL ROAD DISTRICT, OR
BRIDGE R.F.P.D., OR
BROOKS COMMUNITY SERVICE DISTRICT, OR
BROWNSVILLE R.F.P.D., OR
BUELL-RED PRAIRIE WATER DISTRICT, OR
BUNKER HILL R.F.P.D. #1, OR
BUNKER HILL SANITARY DISTRICT, OR
BURLINGTON WATER DISTRICT, OR
BURNT RIVER IRRIGATION DISTRICT, OR
BURNT RIVER S.W.C.D., OR
CALAPOOIA R.F.P.D., OR
CAMAS VALLEY R.F.P.D., OR
CAMELLIA PARK SANITARY DISTRICT, OR
CAMMANN ROAD DISTRICT, OR
CAMP SHERMAN ROAD DISTRICT, OR
CANBY AREA TRANSIT, OR
CANBY R.F.P.D. #62, OR
CANBY UTILITY BOARD, OR
CANNON BEACH R.F.P.D., OR
CANYONVILLE SOUTH UMPQUA FIRE DISTRICT, OR
CAPE FERRELO R.F.P.D., OR
CAPE FOULWEATHER SANITARY DISTRICT, OR
CARLSON PRIMROSE SPECIAL ROAD DISTRICT, OR
CARMEL BEACH WATER DISTRICT, OR
CASCADE VIEW ESTATES TRACT 2, OR
CEDAR CREST SPECIAL ROAD DISTRICT, OR
CEDAR TRAILS SPECIAL ROAD DISTRICT, OR
CEDAR VALLEY - NORTH BANK R.F.P.D., OR
CENTRAL CASCADES FIRE AND EMS, OR
CENTRAL CITY ECONOMIC OPPORTUNITY CORP, LA
CENTRAL LINCOLN P.U.D., OR
CENTRAL OREGON COAST FIRE & RESCUE DISTRICT, OR
CENTRAL OREGON INTERGOVERNMENTAL COUNCIL
CENTRAL OREGON IRRIGATION DISTRICT, OR
CHAPARRAL WATER CONTROL DISTRICT, OR
CHARLESTON FIRE DISTRICT, OR
CHARLESTON SANITARY DISTRICT, OR
CHARLOTTE ANN WATER DISTRICT, OR
105
CHEHALEM PARK & RECREATION DISTRICT, OR
CHEHALEM PARK AND RECREATION DISTRICT
CHEMULT R.F.P.D., OR
CHENOWITH WATER P.U.D., OR
CHERRIOTS, OR
CHETCO COMMUNITY PUBLIC LIBRARY DISTRICT, OR
CHILOQUIN VECTOR CONTROL DISTRICT, OR
CHILOQUIN-AGENCY LAKE R.F.P.D., OR
CHINOOK DRIVE SPECIAL ROAD DISTRICT, OR
CHR DISTRICT IMPROVEMENT COMPANY, OR
CHRISTMAS VALLEY DOMESTIC WATER DISTRICT, OR
CHRISTMAS VALLEY PARK & RECREATION DISTRICT, OR
CHRISTMAS VALLEY R.F.P.D., OR
CITY OF BOGALUSA SCHOOL BOARD, LA
CLACKAMAS COUNTY FIRE DISTRICT #1, OR
CLACKAMAS COUNTY SERVICE DISTRICT #1, OR
CLACKAMAS COUNTY VECTOR CONTROL DISTRICT, OR
CLACKAMAS RIVER WATER
CLACKAMAS RIVER WATER, OR
CLACKAMAS S.W.C.D., OR
CLATSKANIE DRAINAGE IMPROVEMENT COMPANY, OR
CLATSKANIE LIBRARY DISTRICT, OR
CLATSKANIE P.U.D., OR
CLATSKANIE PARK & RECREATION DISTRICT, OR
CLATSKANIE PEOPLE'S UTILITY DISTRICT
CLATSKANIE R.F.P.D., OR
CLATSOP CARE CENTER HEALTH DISTRICT, OR
CLATSOP COUNTY S.W.C.D., OR
CLATSOP DRAINAGE IMPROVEMENT COMPANY #15, INC., OR
CLEAN WATER SERVICES
CLEAN WATER SERVICES, OR
CLOVERDALE R.F.P.D., OR
CLOVERDALE SANITARY DISTRICT, OR
CLOVERDALE WATER DISTRICT, OR
COALEDO DRAINAGE DISTRICT, OR
COBURG FIRE DISTRICT, OR
COLESTIN RURAL FIRE DISTRICT, OR
COLTON R.F.P.D., OR
COLTON WATER DISTRICT #11, OR
COLUMBIA 911 COMMUNICATIONS DISTRICT, OR
COLUMBIA COUNTY 4-H & EXTENSION SERVICE DISTRICT, OR
COLUMBIA DRAINAGE VECTOR CONTROL, OR
COLUMBIA IMPROVEMENT DISTRICT, OR
COLUMBIA R.F.P.D., OR
COLUMBIA RIVER FIRE & RESCUE, OR
COLUMBIA RIVER PUD, OR
COLUMBIA S.W.C.D., OR
COLUMBIA S.W.C.D., OR
CONFEDERATED TRIBES OF THE UMATILLA INDIAN RESERVATION
COOS COUNTY AIRPORT DISTRICT, OR
COOS COUNTY AIRPORT DISTRICT, OR
COOS COUNTY AREA TRANSIT SERVICE DISTRICT, OR
COOS COUNTY AREA TRANSIT SERVICE DISTRICT, OR
COOS FOREST PROTECTIVE ASSOCIATION
COOS S.W.C.D., OR
COQUILLE R.F.P.D., OR
COQUILLE VALLEY HOSPITAL DISTRICT, OR
CORBETT WATER DISTRICT, OR
CORNELIUS R.F.P.D., OR
CORP RANCH ROAD WATER IMPROVEMENT, OR
106
CORVALLIS R.F.P.D., OR
COUNTRY CLUB ESTATES SPECIAL WATER DISTRICT, OR
COUNTRY CLUB WATER DISTRICT, OR
COUNTRY ESTATES ROAD DISTRICT, OR
COVE CEMETERY MAINTENANCE DISTRICT, OR
COVE ORCHARD SEWER SERVICE DISTRICT, OR
COVE R.F.P.D., OR
CRESCENT R.F.P.D., OR
CRESCENT SANITARY DISTRICT, OR
CRESCENT WATER SUPPLY AND IMPROVEMENT DISTRICT, OR
CROOK COUNTY AGRICULTURE EXTENSION SERVICE DISTRICT, OR
CROOK COUNTY CEMETERY DISTRICT, OR
CROOK COUNTY FIRE AND RESCUE, OR
CROOK COUNTY PARKS & RECREATION DISTRICT, OR
CROOK COUNTY S.W.C.D., OR
CROOK COUNTY VECTOR CONTROL DISTRICT, OR
CROOKED RIVER RANCH R.F.P.D., OR
CROOKED RIVER RANCH SPECIAL ROAD DISTRICT, OR
CRYSTAL SPRINGS WATER DISTRICT, OR
CURRY COUNTY 4-H & EXTENSION SERVICE DISTRICT, OR
CURRY COUNTY PUBLIC TRANSIT SERVICE DISTRICT, OR
CURRY COUNTY S.W.C.D., OR
CURRY HEALTH DISTRICT, OR
CURRY PUBLIC LIBRARY DISTRICT, OR
DALLAS CEMETERY DISTRICT #4, OR
DARLEY DRIVE SPECIAL ROAD DISTRICT, OR
DAVID CROCKETT STEAM FIRE COMPANY #1, LA
DAYS CREEK R.F.P.D., OR
DAYTON FIRE DISTRICT, OR
DEAN MINARD WATER DISTRICT, OR
DEE IRRIGATION DISTRICT, OR
DEER ISLAND DRAINAGE IMPROVEMENT COMPANY, OR
DELL BROGAN CEMETERY MAINTENANCE DISTRICT, OR
DEPOE BAY R.F.P.D., OR
DESCHUTES COUNTY 911 SERVICE DISTRICT, OR
DESCHUTES COUNTY R.F.P.D. #2, OR
DESCHUTES PUBLIC LIBRARY DISTRICT, OR
DESCHUTES S.W.C.D., OR
DESCHUTES VALLEY WATER DISTRICT, OR
DEVILS LAKE WATER IMPROVEMENT DISTRICT, OR
DEXTER R.F.P.D., OR
DEXTER SANITARY DISTRICT, OR
DORA-SITKUM R.F.P.D., OR
DOUGLAS COUNTY FIRE DISTRICT #2, OR
DOUGLAS S.W.C.D., OR
DRAKES CROSSING R.F.P.D., OR
DRRH SPECIAL ROAD DISTRICT #6, OR
DRY GULCH DITCH DISTRICT IMPROVEMENT COMPANY, OR
DUFUR RECREATION DISTRICT, OR
DUMBECK LANE DOMESTIC WATER SUPPLY, OR
DUNDEE R.F.P.D., OR
DURKEE COMMUNITY BUILDING PRESERVATION DISTRICT, OR
EAGLE POINT IRRIGATION DISTRICT, OR
EAGLE VALLEY CEMETERY MAINTENANCE DISTRICT, OR
EAGLE VALLEY R.F.P.D., OR
EAGLE VALLEY S.W.C.D., OR
EAST FORK IRRIGATION DISTRICT, OR
EAST MULTNOMAH S.W.C.D., OR
EAST SALEM SERVICE DISTRICT, OR
EAST UMATILLA CHEMICAL CONTROL DISTRICT, OR
107
EAST UMATILLA COUNTY AMBULANCE AREA HEALTH DISTRICT, OR EAST UMATILLA COUNTY R.F.P.D., OR
EAST VALLEY WATER DISTRICT, OR
ELGIN COMMUNITY PARKS & RECREATION DISTRICT, OR
ELGIN HEALTH DISTRICT, OR
ELGIN R.F.P.D., OR
ELKTON ESTATES PHASE II SPECIAL ROAD DISTRICT, OR
ELKTON R.F.P.D., OR
EMERALD P.U.D., OR
ENTERPRISE IRRIGATION DISTRICT, OR
ESTACADA CEMETERY MAINTENANCE DISTRICT, OR
ESTACADA R.F.P.D. #69, OR
EUGENE R.F.P.D. # 1, OR
EUGENE WATER AND ELECTRIC BOARD
EVANS VALLEY FIRE DISTRICT #6, OR
FAIR OAKS R.F.P.D., OR
FAIRVIEW R.F.P.D., OR
FAIRVIEW WATER DISTRICT, OR
FALCON HEIGHTS WATER AND SEWER, OR
FALCON-COVE BEACH WATER DISTRICT, OR
FALL RIVER ESTATES SPECIAL ROAD DISTRICT, OR
FARGO INTERCHANGE SERVICE DISTRICT, OR
FARMERS IRRIGATION DISTRICT, OR
FAT ELK DRAINAGE DISTRICT, OR
FERN RIDGE PUBLIC LIBRARY DISTRICT, OR
FERN VALLEY ESTATES IMPROVEMENT DISTRICT, OR
FOR FAR ROAD DISTRICT, OR
FOREST GROVE R.F.P.D., OR
FOREST VIEW SPECIAL ROAD DISTRICT, OR
FORT ROCK-SILVER LAKE S.W.C.D., OR
FOUR RIVERS VECTOR CONTROL DISTRICT, OR
FOX CEMETERY MAINTENANCE DISTRICT, OR
GARDINER R.F.P.D., OR
GARDINER SANITARY DISTRICT, OR
GARIBALDI R.F.P.D., OR
GASTON R.F.P.D., OR
GATES R.F.P.D., OR
GEARHART R.F.P.D., OR
GILLIAM S.W.C.D., OR
GLENDALE AMBULANCE DISTRICT, OR
GLENDALE R.F.P.D., OR
GLENEDEN BEACH SPECIAL ROAD DISTRICT, OR
GLENEDEN SANITARY DISTRICT, OR
GLENWOOD WATER DISTRICT, OR
GLIDE - IDLEYLD SANITARY DISTRICT, OR
GLIDE R.F.P.D., OR
GOLD BEACH - WEDDERBURN R.F.P.D., OR
GOLD HILL IRRIGATION DISTRICT, OR
GOLDFINCH ROAD DISTRICT, OR
GOSHEN R.F.P.D., OR
GOVERNMENT CAMP ROAD DISTRICT, OR
GOVERNMENT CAMP SANITARY DISTRICT, OR
GRAND PRAIRIE WATER CONTROL DISTRICT, OR
GRAND RONDE SANITARY DISTRICT, OR
GRANT COUNTY TRANSPORTATION DISTRICT, OR
GRANT S.W.C.D., OR
GRANTS PASS IRRIGATION DISTRICT, OR
GREATER BOWEN VALLEY R.F.P.D., OR
GREATER ST. HELENS PARK & RECREATION DISTRICT, OR
GREATER TOLEDO POOL RECREATION DISTRICT, OR
108
GREEN KNOLLS SPECIAL ROAD DISTRICT, OR
GREEN SANITARY DISTRICT, OR
GREENACRES R.F.P.D., OR
GREENBERRY IRRIGATION DISTRICT, OR
GREENSPRINGS RURAL FIRE DISTRICT, OR
HAHLEN ROAD SPECIAL DISTRICT, OR
HAINES CEMETERY MAINTENANCE DISTRICT, OR
HAINES FIRE PROTECTION DISTRICT, OR
HALSEY-SHEDD R.F.P.D., OR
HAMLET R.F.P.D., OR
HARBOR R.F.P.D., OR
HARBOR SANITARY DISTRICT, OR
HARBOR WATER P.U.D., OR
HARNEY COUNTY HEALTH DISTRICT, OR
HARNEY S.W.C.D., OR
HARPER SOUTH SIDE IRRIGATION DISTRICT, OR
HARRISBURG FIRE AND RESCUE, OR
HAUSER R.F.P.D., OR
HAZELDELL RURAL FIRE DISTRICT, OR
HEBO JOINT WATER-SANITARY AUTHORITY, OR
HECETA WATER P.U.D., OR
HELIX CEMETERY MAINTENANCE DISTRICT #4, OR
HELIX PARK & RECREATION DISTRICT, OR
HELIX R.F.P.D. #7-411, OR
HEPPNER CEMETERY MAINTENANCE DISTRICT, OR
HEPPNER R.F.P.D., OR
HEPPNER WATER CONTROL DISTRICT, OR
HEREFORD COMMUNITY HALL RECREATION DISTRICT, OR
HERMISTON CEMETERY DISTRICT, OR
HERMISTON IRRIGATION DISTRICT, OR
HIDDEN VALLEY MOBILE ESTATES IMPROVEMENT DISTRICT, OR
HIGH DESERT PARK & RECREATION DISTRICT, OR
HIGHLAND SUBDIVISION WATER DISTRICT, OR
HONOLULU INTERNATIONAL AIRPORT
HOOD RIVER COUNTY LIBRARY DISTRICT, OR
HOOD RIVER COUNTY TRANSPORTATION DISTRICT, OR
HOOD RIVER S.W.C.D., OR
HOOD RIVER VALLEY PARKS & RECREATION DISTRICT, OR
HOODLAND FIRE DISTRICT #74
HOODLAND FIRE DISTRICT #74, OR
HORSEFLY IRRIGATION DISTRICT, OR
HOSKINS-KINGS VALLEY R.F.P.D., OR
HOUSING AUTHORITY OF PORTLAND
HUBBARD R.F.P.D., OR
HUDSON BAY DISTRICT IMPROVEMENT COMPANY, OR
I N (KAY) YOUNG DITCH DISTRICT IMPROVEMENT COMPANY, OR
ICE FOUNTAIN WATER DISTRICT, OR
IDAHO POINT SPECIAL ROAD DISTRICT, OR
IDANHA-DETROIT RURAL FIRE PROTECTION DISTRICT, OR
ILLINOIS VALLEY FIRE DISTRICT
ILLINOIS VALLEY R.F.P.D., OR
ILLINOIS VALLEY S.W.C.D., OR
IMBLER R.F.P.D., OR
INTERLACHEN WATER P.U.D., OR
IONE LIBRARY DISTRICT, OR
IONE R.F.P.D. #6-604, OR
IRONSIDE CEMETERY MAINTENANCE DISTRICT, OR
IRONSIDE RURAL ROAD DISTRICT #5, OR
IRRIGON PARK & RECREATION DISTRICT, OR
IRRIGON R.F.P.D., OR
109
ISLAND CITY AREA SANITATION DISTRICT, OR
ISLAND CITY CEMETERY MAINTENANCE DISTRICT, OR
JACK PINE VILLAGE SPECIAL ROAD DISTRICT, OR
JACKSON COUNTY FIRE DISTRICT #3, OR
JACKSON COUNTY FIRE DISTRICT #4, OR
JACKSON COUNTY FIRE DISTRICT #5, OR
JACKSON COUNTY LIBRARY DISTRICT, OR
JACKSON COUNTY VECTOR CONTROL DISTRICT, OR
JACKSON S.W.C.D., OR
JASPER KNOLLS WATER DISTRICT, OR
JEFFERSON COUNTY EMERGENCY MEDICAL SERVICE DISTRICT, OR JEFFERSON COUNTY FIRE DISTRICT #1, OR
JEFFERSON COUNTY LIBRARY DISTRICT, OR
JEFFERSON COUNTY S.W.C.D., OR
JEFFERSON PARK & RECREATION DISTRICT, OR
JEFFERSON R.F.P.D., OR
JOB'S DRAINAGE DISTRICT, OR
JOHN DAY WATER DISTRICT, OR
JOHN DAY-CANYON CITY PARKS & RECREATION DISTRICT, OR
JOHN DAY-FERNHILL R.F.P.D. #5-108, OR
JORDAN VALLEY CEMETERY DISTRICT, OR
JORDAN VALLEY IRRIGATION DISTRICT, OR
JOSEPHINE COMMUNITY LIBRARY DISTRICT, OR
JOSEPHINE COUNTY 4-H & EXTENSION SERVICE DISTRICT, OR
JOSEPHINE COUNTY 911 AGENCY, OR
JUNCTION CITY R.F.P.D., OR
JUNCTION CITY WATER CONTROL DISTRICT, OR
JUNIPER BUTTE ROAD DISTRICT, OR
JUNIPER CANYON WATER CONTROL DISTRICT, OR
JUNIPER FLAT DISTRICT IMPROVEMENT COMPANY, OR
JUNIPER FLAT R.F.P.D., OR
JUNO NONPROFIT WATER IMPROVEMENT DISTRICT, OR
KEATING R.F.P.D., OR
KEATING S.W.C.D., OR
KEIZER R.F.P.D., OR
KELLOGG RURAL FIRE DISTRICT, OR
KENO IRRIGATION DISTRICT, OR
KENO PINES ROAD DISTRICT, OR
KENO R.F.P.D., OR
KENT WATER DISTRICT, OR
KERBY WATER DISTRICT, OR
K-GB-LB WATER DISTRICT, OR
KILCHIS WATER DISTRICT, OR
KLAMATH 9-1-1 COMMUNICATIONS DISTRICT, OR
KLAMATH BASIN IMPROVEMENT DISTRICT, OR
KLAMATH COUNTY DRAINAGE SERVICE DISTRICT, OR
KLAMATH COUNTY EXTENSION SERVICE DISTRICT, OR
KLAMATH COUNTY FIRE DISTRICT #1, OR
KLAMATH COUNTY FIRE DISTRICT #3, OR
KLAMATH COUNTY FIRE DISTRICT #4, OR
KLAMATH COUNTY FIRE DISTRICT #5, OR
KLAMATH COUNTY LIBRARY SERVICE DISTRICT, OR
KLAMATH COUNTY PREDATORY ANIMAL CONTROL DISTRICT, OR
KLAMATH DRAINAGE DISTRICT, OR
KLAMATH FALLS FOREST ESTATES SPECIAL ROAD DISTRICT UNIT #2, OR
KLAMATH INTEROPERABILITY RADIO GROUP, OR
KLAMATH IRRIGATION DISTRICT, OR
KLAMATH RIVER ACRES SPECIAL ROAD DISTRICT, OR
KLAMATH S.W.C.D., OR
KLAMATH VECTOR CONTROL DISTRICT, OR
110
KNAPPA-SVENSEN-BURNSIDE R.F.P.D., OR
LA GRANDE CEMETERY MAINTENANCE DISTRICT, OR
LA GRANDE R.F.P.D., OR
LA PINE PARK & RECREATION DISTRICT, OR
LA PINE R.F.P.D., OR
LABISH VILLAGE SEWAGE & DRAINAGE, OR
LACOMB IRRIGATION DISTRICT, OR
LAFAYETTE AIRPORT COMMISSION, LA
LAFOURCHE PARISH HEALTH UNIT – DHH-OPH REGION 3
LAIDLAW WATER DISTRICT, OR
LAKE CHINOOK FIRE & RESCUE, OR
LAKE COUNTY 4-H & EXTENSION SERVICE DISTRICT, OR
LAKE COUNTY LIBRARY DISTRICT, OR
LAKE CREEK R.F.P.D. - JACKSON, OR
LAKE CREEK R.F.P.D. - LANE COUNTY, OR
LAKE DISTRICT HOSPITAL, OR
LAKE GROVE R.F.P.D. NO. 57, OR
LAKE GROVE WATER DISTRICT, OR
LAKE LABISH WATER CONTROL DISTRICT, OR
LAKE POINT SPECIAL ROAD DISTRICT, OR
LAKESIDE R.F.P.D. #4, OR
LAKESIDE WATER DISTRICT, OR
LAKEVIEW R.F.P.D., OR
LAKEVIEW S.W.C.D., OR
LAMONTAI IMPROVEMENT DISTRICT, OR
LANE FIRE AUTHORITY, OR
LANE LIBRARY DISTRICT, OR
LANE TRANSIT DISTRICT, OR
LANGELL VALLEY IRRIGATION DISTRICT, OR
LANGLOIS PUBLIC LIBRARY, OR
LANGLOIS R.F.P.D., OR
LANGLOIS WATER DISTRICT, OR
LAZY RIVER SPECIAL ROAD DISTRICT, OR
LEBANON AQUATIC DISTRICT, OR
LEBANON R.F.P.D., OR
LEWIS & CLARK R.F.P.D., OR
LINCOLN COUNTY LIBRARY DISTRICT, OR
LINCOLN S.W.C.D., OR
LINN COUNTY EMERGENCY TELEPHONE AGENCY, OR
LINN S.W.C.D., OR
LITTLE MUDDY CREEK WATER CONTROL, OR
LITTLE NESTUCCA DRAINAGE DISTRICT, OR
LITTLE SWITZERLAND SPECIAL ROAD DISTRICT, OR
LONE PINE IRRIGATION DISTRICT, OR
LONG PRAIRIE WATER DISTRICT, OR
LOOKINGGLASS OLALLA WATER CONTROL DISTRICT, OR
LOOKINGGLASS RURAL FIRE DISTRICT, OR
LORANE R.F.P.D., OR
LOST & BOULDER DITCH IMPROVEMENT DISTRICT, OR
LOST CREEK PARK SPECIAL ROAD DISTRICT, OR
LOUISIANA PUBLIC SERVICE COMMISSION, LA
LOUISIANA WATER WORKS
LOWELL R.F.P.D., OR
LOWER MCKAY CREEK R.F.P.D., OR
LOWER MCKAY CREEK WATER CONTROL DISTRICT, OR
LOWER POWDER RIVER IRRIGATION DISTRICT, OR
LOWER SILETZ WATER DISTRICT, OR
LOWER UMPQUA HOSPITAL DISTRICT, OR
LOWER UMPQUA PARK & RECREATION DISTRICT, OR
LOWER VALLEY WATER IMPROVEMENT DISTRICT, OR
111
LUCE LONG DITCH DISTRICT IMPROVEMENT CO., OR
LUSTED WATER DISTRICT, OR
LYONS R.F.P.D., OR
LYONS-MEHAMA WATER DISTRICT, OR
MADRAS AQUATIC CENTER DISTRICT, OR
MAKAI SPECIAL ROAD DISTRICT, OR
MALHEUR COUNTY S.W.C.D., OR
MALHEUR COUNTY VECTOR CONTROL DISTRICT, OR
MALHEUR DISTRICT IMPROVEMENT COMPANY, OR
MALHEUR DRAINAGE DISTRICT, OR
MALHEUR MEMORIAL HEALTH DISTRICT, OR
MALIN COMMUNITY CEMETERY MAINTENANCE DISTRICT, OR
MALIN COMMUNITY PARK & RECREATION DISTRICT, OR
MALIN IRRIGATION DISTRICT, OR
MALIN R.F.P.D., OR
MAPLETON FIRE DEPARTMENT, OR
MAPLETON WATER DISTRICT, OR
MARCOLA WATER DISTRICT, OR
MARION COUNTY EXTENSION & 4H SERVICE DISTRICT, OR
MARION COUNTY FIRE DISTRICT #1, OR
MARION JACK IMPROVEMENT DISTRICT, OR
MARION S.W.C.D., OR
MARY'S RIVER ESTATES ROAD DISTRICT, OR
MCDONALD FOREST ESTATES SPECIAL ROAD DISTRICT, OR
MCKAY ACRES IMPROVEMENT DISTRICT, OR
MCKAY DAM R.F.P.D. # 7-410, OR
MCKENZIE FIRE & RESCUE, OR
MCKENZIE PALISADES WATER SUPPLY CORPORATION, OR
MCMINNVILLE R.F.P.D., OR
MCNULTY WATER P.U.D., OR
MEADOWS DRAINAGE DISTRICT, OR
MEDFORD IRRIGATION DISTRICT, OR
MEDFORD R.F.P.D. #2, OR
MEDFORD WATER COMMISSION
MEDICAL SPRINGS R.F.P.D., OR
MELHEUR COUNTY JAIL, OR
MERLIN COMMUNITY PARK DISTRICT, OR
MERRILL CEMETERY MAINTENANCE DISTRICT, OR
MERRILL PARK DISTRICT, OR
MERRILL R.F.P.D., OR
METRO REGIONAL GOVERNMENT
METRO REGIONAL PARKS
METROPOLITAN EXPOSITION RECREATION COMMISSION
METROPOLITAN SERVICE DISTRICT (METRO)
MID COUNTY CEMETERY MAINTENANCE DISTRICT, OR
MID-COLUMBIA FIRE AND RESCUE, OR
MIDDLE FORK IRRIGATION DISTRICT, OR
MIDLAND COMMUNITY PARK, OR
MIDLAND DRAINAGE IMPROVEMENT DISTRICT, OR
MILES CROSSING SANITARY SEWER DISTRICT, OR
MILL CITY R.F.P.D. #2-303, OR
MILL FOUR DRAINAGE DISTRICT, OR
MILLICOMA RIVER PARK & RECREATION DISTRICT, OR
MILLINGTON R.F.P.D. #5, OR
MILO VOLUNTEER FIRE DEPARTMENT, OR
MILTON-FREEWATER AMBULANCE SERVICE AREA HEALTH DISTRICT, OR
MILTON-FREEWATER WATER CONTROL DISTRICT, OR
MIROCO SPECIAL ROAD DISTRICT, OR
MIST-BIRKENFELD R.F.P.D., OR
MODOC POINT IRRIGATION DISTRICT, OR
112
MODOC POINT SANITARY DISTRICT, OR
MOHAWK VALLEY R.F.P.D., OR
MOLALLA AQUATIC DISTRICT, OR
MOLALLA R.F.P.D. #73, OR
MONITOR R.F.P.D., OR
MONROE R.F.P.D., OR
MONUMENT CEMETERY MAINTENANCE DISTRICT, OR
MONUMENT S.W.C.D., OR
MOOREA DRIVE SPECIAL ROAD DISTRICT, OR
MORO R.F.P.D., OR
MORROW COUNTY HEALTH DISTRICT, OR
MORROW COUNTY UNIFIED RECREATION DISTRICT, OR
MORROW S.W.C.D., OR
MOSIER FIRE DISTRICT, OR
MOUNTAIN DRIVE SPECIAL ROAD DISTRICT, OR
MT. ANGEL R.F.P.D., OR
MT. HOOD IRRIGATION DISTRICT, OR
MT. LAKI CEMETERY DISTRICT, OR
MT. VERNON R.F.P.D., OR
MULINO WATER DISTRICT #1, OR
MULTNOMAH COUNTY DRAINAGE DISTRICT #1, OR
MULTNOMAH COUNTY R.F.P.D. #10, OR
MULTNOMAH COUNTY R.F.P.D. #14, OR
MULTNOMAH EDUCATION SERVICE DISTRICT
MYRTLE CREEK R.F.P.D., OR
NEAH-KAH-NIE WATER DISTRICT, OR
NEDONNA R.F.P.D., OR
NEHALEM BAY FIRE AND RESCUE, OR
NEHALEM BAY HEALTH DISTRICT, OR
NEHALEM BAY WASTEWATER AGENCY, OR
NESIKA BEACH-OPHIR WATER DISTRICT, OR
NESKOWIN REGIONAL SANITARY AUTHORITY, OR
NESKOWIN REGIONAL WATER DISTRICT, OR
NESTUCCA R.F.P.D., OR
NETARTS WATER DISTRICT, OR
NETARTS-OCEANSIDE R.F.P.D., OR
NETARTS-OCEANSIDE SANITARY DISTRICT, OR
NEW BRIDGE WATER SUPPLY DISTRICT, OR
NEW CARLTON FIRE DISTRICT, OR
NEW ORLEANS REDEVELOPMENT AUTHORITY, LA
NEW PINE CREEK R.F.P.D., OR
NEWBERG R.F.P.D., OR
NEWBERRY ESTATES SPECIAL ROAD DISTRICT, OR
NEWPORT R.F.P.D., OR
NEWT YOUNG DITCH DISTRICT IMPROVEMENT COMPANY, OR
NORTH ALBANY R.F.P.D., OR
NORTH BAY R.F.P.D. #9, OR
NORTH CLACKAMAS PARKS & RECREATION DISTRICT, OR
NORTH COUNTY RECREATION DISTRICT, OR
NORTH DOUGLAS COUNTY FIRE & EMS, OR
NORTH DOUGLAS PARK & RECREATION DISTRICT, OR
NORTH GILLIAM COUNTY HEALTH DISTRICT, OR
NORTH GILLIAM COUNTY R.F.P.D., OR
NORTH LAKE HEALTH DISTRICT, OR
NORTH LEBANON WATER CONTROL DISTRICT, OR
NORTH LINCOLN FIRE & RESCUE DISTRICT #1, OR
NORTH LINCOLN HEALTH DISTRICT, OR
NORTH MORROW VECTOR CONTROL DISTRICT, OR
NORTH SHERMAN COUNTY R.F.P.D, OR
NORTH UNIT IRRIGATION DISTRICT, OR
113
NORTHEAST OREGON HOUSING AUTHORITY, OR
NORTHEAST WHEELER COUNTY HEALTH DISTRICT, OR
NORTHERN WASCO COUNTY P.U.D., OR
NORTHERN WASCO COUNTY PARK & RECREATION DISTRICT, OR
NYE DITCH USERS DISTRICT IMPROVEMENT, OR
NYSSA ROAD ASSESSMENT DISTRICT #2, OR
NYSSA RURAL FIRE DISTRICT, OR
NYSSA-ARCADIA DRAINAGE DISTRICT, OR
OAK LODGE WATER SERVICES, OR
OAKLAND R.F.P.D., OR
OAKVILLE COMMUNITY CENTER, OR
OCEANSIDE WATER DISTRICT, OR
OCHOCO IRRIGATION DISTRICT, OR
OCHOCO WEST WATER AND SANITARY AUTHORITY, OR
ODELL SANITARY DISTRICT, OR
OLD OWYHEE DITCH IMPROVEMENT DISTRICT, OR
OLNEY-WALLUSKI FIRE & RESCUE DISTRICT, OR
ONTARIO LIBRARY DISTRICT, OR
ONTARIO R.F.P.D., OR
OPHIR R.F.P.D., OR
OREGON COAST COMMUNITY ACTION
OREGON HOUSING AND COMMUNITY SERVICES
OREGON INTERNATIONAL PORT OF COOS BAY, OR
OREGON LEGISLATIVE ADMINISTRATION
OREGON OUTBACK R.F.P.D., OR
OREGON POINT, OR
OREGON TRAIL LIBRARY DISTRICT, OR
OTTER ROCK WATER DISTRICT, OR
OWW UNIT #2 SANITARY DISTRICT, OR
OWYHEE CEMETERY MAINTENANCE DISTRICT, OR
OWYHEE IRRIGATION DISTRICT, OR
PACIFIC CITY JOINT WATER-SANITARY AUTHORITY, OR
PACIFIC COMMUNITIES HEALTH DISTRICT, OR
PACIFIC RIVIERA #3 SPECIAL ROAD DISTRICT, OR
PALATINE HILL WATER DISTRICT, OR
PALMER CREEK WATER DISTRICT IMPROVEMENT COMPANY, OR
PANORAMIC ACCESS SPECIAL ROAD DISTRICT, OR
PANTHER CREEK ROAD DISTRICT, OR
PANTHER CREEK WATER DISTRICT, OR
PARKDALE R.F.P.D., OR
PARKDALE SANITARY DISTRICT, OR
PENINSULA DRAINAGE DISTRICT #1, OR
PENINSULA DRAINAGE DISTRICT #2, OR
PHILOMATH FIRE AND RESCUE, OR
PILOT ROCK CEMETERY MAINTENANCE DISTRICT #5, OR
PILOT ROCK PARK & RECREATION DISTRICT, OR
PILOT ROCK R.F.P.D., OR
PINE EAGLE HEALTH DISTRICT, OR
PINE FLAT DISTRICT IMPROVEMENT COMPANY, OR
PINE GROVE IRRIGATION DISTRICT, OR
PINE GROVE WATER DISTRICT-KLAMATH FALLS, OR
PINE GROVE WATER DISTRICT-MAUPIN, OR
PINE VALLEY CEMETERY DISTRICT, OR
PINE VALLEY R.F.P.D., OR
PINEWOOD COUNTRY ESTATES SPECIAL ROAD DISTRICT, OR
PIONEER DISTRICT IMPROVEMENT COMPANY, OR
PISTOL RIVER CEMETERY MAINTENANCE DISTRICT, OR
PISTOL RIVER FIRE DISTRICT, OR
PLEASANT HILL R.F.P.D., OR
PLEASANT HOME WATER DISTRICT, OR
114
POCAHONTAS MINING AND IRRIGATION DISTRICT, OR
POE VALLEY IMPROVEMENT DISTRICT, OR
POE VALLEY PARK & RECREATION DISTRICT, OR
POE VALLEY VECTOR CONTROL DISTRICT, OR
POLK COUNTY FIRE DISTRICT #1, OR
POLK S.W.C.D., OR
POMPADOUR WATER IMPROVEMENT DISTRICT, OR
PONDEROSA PINES EAST SPECIAL ROAD DISTRICT, OR
PORT OF ALSEA, OR
PORT OF ARLINGTON, OR
PORT OF ASTORIA, OR
PORT OF BANDON, OR
PORT OF BRANDON, OR
PORT OF BROOKINGS HARBOR, OR
PORT OF CASCADE LOCKS, OR
PORT OF COQUILLE RIVER, OR
PORT OF GARIBALDI, OR
PORT OF GOLD BEACH, OR
PORT OF HOOD RIVER, OR
PORT OF MORGAN CITY, LA
PORT OF MORROW, OR
PORT OF NEHALEM, OR
PORT OF NEWPORT, OR
PORT OF PORT ORFORD, OR
PORT OF PORTLAND, OR
PORT OF SIUSLAW, OR
PORT OF ST. HELENS, OR
PORT OF THE DALLES, OR
PORT OF TILLAMOOK BAY, OR
PORT OF TOLEDO, OR
PORT OF UMATILLA, OR
PORT OF UMPQUA, OR
PORT ORFORD CEMETERY MAINTENANCE DISTRICT, OR
PORT ORFORD PUBLIC LIBRARY DISTRICT, OR
PORT ORFORD R.F.P.D., OR
PORTLAND DEVELOPMENT COMMISSION, OR
PORTLAND FIRE AND RESCUE
PORTLAND HOUSING CENTER, OR
POWDER R.F.P.D., OR
POWDER RIVER R.F.P.D., OR
POWDER VALLEY WATER CONTROL DISTRICT, OR
POWERS HEALTH DISTRICT, OR
PRAIRIE CEMETERY MAINTENANCE DISTRICT, OR
PRINEVILLE LAKE ACRES SPECIAL ROAD DISTRICT #1, OR
PROSPECT R.F.P.D., OR
QUAIL VALLEY PARK IMPROVEMENT DISTRICT, OR
QUEENER IRRIGATION IMPROVEMENT DISTRICT, OR
RAINBOW WATER DISTRICT, OR
RAINIER CEMETERY DISTRICT, OR
RAINIER DRAINAGE IMPROVEMENT COMPANY, OR
RALEIGH WATER DISTRICT, OR
REDMOND AREA PARK & RECREATION DISTRICT, OR
REDMOND FIRE AND RESCUE, OR
RIDDLE FIRE PROTECTION DISTRICT, OR
RIDGEWOOD DISTRICT IMPROVEMENT COMPANY, OR
RIDGEWOOD ROAD DISTRICT, OR
RIETH SANITARY DISTRICT, OR
RIETH WATER DISTRICT, OR
RIMROCK WEST IMPROVEMENT DISTRICT, OR
RINK CREEK WATER DISTRICT, OR
115
RIVER BEND ESTATES SPECIAL ROAD DISTRICT, OR
RIVER FOREST ACRES SPECIAL ROAD DISTRICT, OR
RIVER MEADOWS IMPROVEMENT DISTRICT, OR
RIVER PINES ESTATES SPECIAL ROAD DISTRICT, OR
RIVER ROAD PARK & RECREATION DISTRICT, OR
RIVER ROAD WATER DISTRICT, OR
RIVERBEND RIVERBANK WATER IMPROVEMENT DISTRICT, OR
RIVERDALE R.F.P.D. 11-JT, OR
RIVERGROVE WATER DISTRICT, OR
RIVERSIDE MISSION WATER CONTROL DISTRICT, OR
RIVERSIDE R.F.P.D. #7-406, OR
RIVERSIDE WATER DISTRICT, OR
ROBERTS CREEK WATER DISTRICT, OR
ROCK CREEK DISTRICT IMPROVEMENT, OR
ROCK CREEK WATER DISTRICT, OR
ROCKWOOD WATER P.U.D., OR
ROCKY POINT FIRE & EMS, OR
ROGUE RIVER R.F.P.D., OR
ROGUE RIVER VALLEY IRRIGATION DISTRICT, OR
ROGUE VALLEY SEWER SERVICES, OR
ROGUE VALLEY SEWER, OR
ROGUE VALLEY TRANSPORTATION DISTRICT, OR
ROSEBURG URBAN SANITARY AUTHORITY, OR
ROSEWOOD ESTATES ROAD DISTRICT, OR
ROW RIVER VALLEY WATER DISTRICT, OR
RURAL ROAD ASSESSMENT DISTRICT #3, OR
RURAL ROAD ASSESSMENT DISTRICT #4, OR
SAINT LANDRY PARISH TOURIST COMMISSION
SAINT MARY PARISH REC DISTRICT 2
SAINT MARY PARISH REC DISTRICT 3
SAINT TAMMANY FIRE DISTRICT 4, LA
SALEM AREA MASS TRANSIT DISTRICT, OR
SALEM MASS TRANSIT DISTRICT
SALEM SUBURBAN R.F.P.D., OR
SALISHAN SANITARY DISTRICT, OR
SALMON RIVER PARK SPECIAL ROAD DISTRICT, OR
SALMON RIVER PARK WATER IMPROVEMENT DISTRICT, OR
SALMONBERRY TRAIL INTERGOVERNMENTAL AGENCY, OR
SANDPIPER VILLAGE SPECIAL ROAD DISTRICT, OR
SANDY DRAINAGE IMPROVEMENT COMPANY, OR
SANDY R.F.P.D. #72, OR
SANTA CLARA R.F.P.D., OR
SANTA CLARA WATER DISTRICT, OR
SANTIAM WATER CONTROL DISTRICT, OR
SAUVIE ISLAND DRAINAGE IMPROVEMENT COMPANY, OR
SAUVIE ISLAND VOLUNTEER FIRE DISTRICT #30J, OR
SCAPPOOSE DRAINAGE IMPROVEMENT COMPANY, OR
SCAPPOOSE PUBLIC LIBRARY DISTRICT, OR
SCAPPOOSE R.F.P.D., OR
SCIO R.F.P.D., OR
SCOTTSBURG R.F.P.D., OR
SEAL ROCK R.F.P.D., OR
SEAL ROCK WATER DISTRICT, OR
SEWERAGE AND WATER BOARD OF NEW ORLEANS, LA
SHANGRI-LA WATER DISTRICT, OR
SHASTA VIEW IRRIGATION DISTRICT, OR
SHELLEY ROAD CREST ACRES WATER DISTRICT, OR
SHERIDAN FIRE DISTRICT, OR
SHERMAN COUNTY HEALTH DISTRICT, OR
SHERMAN COUNTY S.W.C.D., OR
116
SHORELINE SANITARY DISTRICT, OR
SILETZ KEYS SANITARY DISTRICT, OR
SILETZ R.F.P.D., OR
SILVER FALLS LIBRARY DISTRICT, OR
SILVER LAKE IRRIGATION DISTRICT, OR
SILVER LAKE R.F.P.D., OR
SILVER SANDS SPECIAL ROAD DISTRICT, OR
SILVERTON R.F.P.D. NO. 2, OR
SISTERS PARKS & RECREATION DISTRICT, OR
SISTERS-CAMP SHERMAN R.F.P.D., OR
SIUSLAW PUBLIC LIBRARY DISTRICT, OR
SIUSLAW S.W.C.D., OR
SIUSLAW VALLEY FIRE AND RESCUE, OR
SIXES R.F.P.D., OR
SKIPANON WATER CONTROL DISTRICT, OR
SKYLINE VIEW DISTRICT IMPROVEMENT COMPANY, OR
SLEEPY HOLLOW WATER DISTRICT, OR
SMITH DITCH DISTRICT IMPROVEMENT COMPANY, OR
SOUTH CLACKAMAS TRANSPORTATION DISTRICT, OR
SOUTH COUNTY HEALTH DISTRICT, OR
SOUTH FORK WATER BOARD, OR
SOUTH GILLIAM COUNTY CEMETERY DISTRICT, OR
SOUTH GILLIAM COUNTY HEALTH DISTRICT, OR
SOUTH GILLIAM COUNTY R.F.P.D. VI-301, OR
SOUTH LAFOURCHE LEVEE DISTRICT, LA
SOUTH LANE COUNTY FIRE & RESCUE, OR
SOUTH SANTIAM RIVER WATER CONTROL DISTRICT, OR
SOUTH SHERMAN FIRE DISTRICT, OR
SOUTH SUBURBAN SANITARY DISTRICT, OR
SOUTH WASCO PARK & RECREATION DISTRICT, OR
SOUTHERN COOS HEALTH DISTRICT, OR
SOUTHERN CURRY CEMETERY MAINTENANCE DISTRICT, OR
SOUTHVIEW IMPROVEMENT DISTRICT, OR
SOUTHWEST LINCOLN COUNTY WATER DISTRICT, OR
SOUTHWESTERN POLK COUNTY R.F.P.D., OR
SOUTHWOOD PARK WATER DISTRICT, OR
SPECIAL ROAD DISTRICT #1, OR
SPECIAL ROAD DISTRICT #8, OR
SPRING RIVER SPECIAL ROAD DISTRICT, OR
SPRINGFIELD UTILITY BOARD, OR
ST. PAUL R.F.P.D., OR
STANFIELD CEMETERY DISTRICT #6, OR
STANFIELD IRRIGATION DISTRICT, OR
STARR CREEK ROAD DISTRICT, OR
STARWOOD SANITARY DISTRICT, OR
STAYTON FIRE DISTRICT, OR
SUBLIMITY FIRE DISTRICT, OR
SUBURBAN EAST SALEM WATER DISTRICT, OR
SUBURBAN LIGHTING DISTRICT, OR
SUCCOR CREEK DISTRICT IMPROVEMENT COMPANY, OR
SUMMER LAKE IRRIGATION DISTRICT, OR
SUMMERVILLE CEMETERY MAINTENANCE DISTRICT, OR
SUMNER R.F.P.D., OR
SUN MOUNTAIN SPECIAL ROAD DISTRICT, OR
SUNDOWN SANITATION DISTRICT, OR
SUNFOREST ESTATES SPECIAL ROAD DISTRICT, OR
SUNNYSIDE IRRIGATION DISTRICT, OR
SUNRISE WATER AUTHORITY, OR
SUNRIVER SERVICE DISTRICT, OR
SUNSET EMPIRE PARK & RECREATION DISTRICT, OR
117
SUNSET EMPIRE TRANSPORTATION DISTRICT, OR
SURFLAND ROAD DISTRICT, OR
SUTHERLIN VALLEY RECREATION DISTRICT, OR
SUTHERLIN WATER CONTROL DISTRICT, OR
SWALLEY IRRIGATION DISTRICT, OR
SWEET HOME CEMETERY MAINTENANCE DISTRICT, OR
SWEET HOME FIRE & AMBULANCE DISTRICT, OR
SWISSHOME-DEADWOOD R.F.P.D., OR
TABLE ROCK DISTRICT IMPROVEMENT COMPANY, OR
TALENT IRRIGATION DISTRICT, OR
TANGENT R.F.P.D., OR
TENMILE R.F.P.D., OR
TERREBONNE DOMESTIC WATER DISTRICT, OR
THE DALLES IRRIGATION DISTRICT, OR
THOMAS CREEK-WESTSIDE R.F.P.D., OR
THREE RIVERS RANCH ROAD DISTRICT, OR
THREE SISTERS IRRIGATION DISTRICT, OR
TIGARD TUALATIN AQUATIC DISTRICT, OR
TIGARD WATER DISTRICT, OR
TILLAMOOK BAY FLOOD IMPROVEMENT DISTRICT, OR
TILLAMOOK COUNTY EMERGENCY COMMUNICATIONS DISTRICT, OR
TILLAMOOK COUNTY S.W.C.D., OR
TILLAMOOK COUNTY TRANSPORTATION DISTRICT, OR
TILLAMOOK FIRE DISTRICT, OR
TILLAMOOK P.U.D., OR
TILLER R.F.P.D., OR
TOBIN DITCH DISTRICT IMPROVEMENT COMPANY, OR
TOLEDO R.F.P.D., OR
TONE WATER DISTRICT, OR
TOOLEY WATER DISTRICT, OR
TRASK DRAINAGE DISTRICT, OR
TRI CITY R.F.P.D. #4, OR
TRI-CITY WATER & SANITARY AUTHORITY, OR
TRI-COUNTY METROPOLITAN TRANSPORTATION DISTRICT OF OREGON
TRIMET, OR
TUALATIN HILLS PARK & RECREATION DISTRICT
TUALATIN HILLS PARK & RECREATION DISTRICT, OR
TUALATIN S.W.C.D., OR
TUALATIN VALLEY FIRE & RESCUE
TUALATIN VALLEY FIRE & RESCUE, OR
TUALATIN VALLEY IRRIGATION DISTRICT, OR
TUALATIN VALLEY WATER DISTRICT
TUALATIN VALLEY WATER DISTRICT, OR
TUMALO IRRIGATION DISTRICT, OR
TURNER FIRE DISTRICT, OR
TWIN ROCKS SANITARY DISTRICT, OR
TWO RIVERS NORTH SPECIAL ROAD DISTRICT, OR
TWO RIVERS S.W.C.D., OR
TWO RIVERS SPECIAL ROAD DISTRICT, OR
TYGH VALLEY R.F.P.D., OR
TYGH VALLEY WATER DISTRICT, OR
UMATILLA COUNTY FIRE DISTRICT #1, OR
UMATILLA COUNTY S.W.C.D., OR
UMATILLA COUNTY SPECIAL LIBRARY DISTRICT, OR
UMATILLA HOSPITAL DISTRICT, OR
UMATILLA R.F.P.D. #7-405, OR
UMATILLA-MORROW RADIO AND DATA DISTRICT, OR
UMPQUA S.W.C.D., OR
UNION CEMETERY MAINTENANCE DISTRICT, OR
UNION COUNTY SOLID WASTE DISPOSAL DISTRICT, OR
118
UNION COUNTY VECTOR CONTROL DISTRICT, OR
UNION GAP SANITARY DISTRICT, OR
UNION GAP WATER DISTRICT, OR
UNION HEALTH DISTRICT, OR
UNION R.F.P.D., OR
UNION S.W.C.D., OR
UNITY COMMUNITY PARK & RECREATION DISTRICT, OR
UPPER CLEVELAND RAPIDS ROAD DISTRICT, OR
UPPER MCKENZIE R.F.P.D., OR
UPPER WILLAMETTE S.W.C.D., OR
VALE OREGON IRRIGATION DISTRICT, OR
VALE RURAL FIRE PROTECTION DISTRICT, OR
VALLEY ACRES SPECIAL ROAD DISTRICT, OR
VALLEY VIEW CEMETERY MAINTENANCE DISTRICT, OR
VALLEY VIEW WATER DISTRICT, OR
VANDEVERT ACRES SPECIAL ROAD DISTRICT, OR
VERNONIA R.F.P.D., OR
VINEYARD MOUNTAIN PARK & RECREATION DISTRICT, OR
VINEYARD MOUNTAIN SPECIAL ROAD DISTRICT, OR
WALLA WALLA RIVER IRRIGATION DISTRICT, OR
WALLOWA COUNTY HEALTH CARE DISTRICT, OR
WALLOWA LAKE COUNTY SERVICE DISTRICT, OR
WALLOWA LAKE IRRIGATION DISTRICT, OR
WALLOWA LAKE R.F.P.D., OR
WALLOWA S.W.C.D., OR
WALLOWA VALLEY IMPROVEMENT DISTRICT #1, OR
WAMIC R.F.P.D., OR
WAMIC WATER & SANITARY AUTHORITY, OR
WARMSPRINGS IRRIGATION DISTRICT, OR
WASCO COUNTY S.W.C.D., OR
WATER ENVIRONMENT SERVICES, OR
WATER WONDERLAND IMPROVEMENT DISTRICT, OR
WATERBURY & ALLEN DITCH IMPROVEMENT DISTRICT, OR
WATSECO-BARVIEW WATER DISTRICT, OR
WAUNA WATER DISTRICT, OR
WEDDERBURN SANITARY DISTRICT, OR
WEST EAGLE VALLEY WATER CONTROL DISTRICT, OR
WEST EXTENSION IRRIGATION DISTRICT, OR
WEST LABISH DRAINAGE & WATER CONTROL IMPROVEMENT DISTRICT, OR WEST MULTNOMAH S.W.C.D., OR
WEST SIDE R.F.P.D., OR
WEST SLOPE WATER DISTRICT, OR
WEST UMATILLA MOSQUITO CONTROL DISTRICT, OR
WEST VALLEY FIRE DISTRICT, OR
WESTERN HEIGHTS SPECIAL ROAD DISTRICT, OR
WESTERN LANE AMBULANCE DISTRICT, OR
WESTLAND IRRIGATION DISTRICT, OR
WESTON ATHENA MEMORIAL HALL PARK & RECREATION DISTRICT, OR WESTON CEMETERY DISTRICT #2, OR
WESTPORT FIRE AND RESCUE, OR
WESTRIDGE WATER SUPPLY CORPORATION, OR
WESTWOOD HILLS ROAD DISTRICT, OR
WESTWOOD VILLAGE ROAD DISTRICT, OR
WHEELER S.W.C.D., OR
WHITE RIVER HEALTH DISTRICT, OR
WIARD MEMORIAL PARK DISTRICT, OR
WICKIUP WATER DISTRICT, OR
WILLAKENZIE R.F.P.D., OR
WILLAMALANE PARK & RECREATION DISTRICT, OR
WILLAMALANE PARK AND RECREATION DISTRICT
119
WILLAMETTE HUMANE SOCIETY
WILLAMETTE RIVER WATER COALITION, OR
WILLIAMS R.F.P.D., OR
WILLOW CREEK PARK DISTRICT, OR
WILLOW DALE WATER DISTRICT, OR
WILSON RIVER WATER DISTRICT, OR
WINCHESTER BAY R.F.P.D., OR
WINCHESTER BAY SANITARY DISTRICT, OR
WINCHUCK R.F.P.D., OR
WINSTON-DILLARD R.F.P.D., OR
WINSTON-DILLARD WATER DISTRICT, OR
WOLF CREEK R.F.P.D., OR
WOOD RIVER DISTRICT IMPROVEMENT COMPANY, OR
WOODBURN R.F.P.D. NO. 6, OR
WOODLAND PARK SPECIAL ROAD DISTRICT, OR
WOODS ROAD DISTRICT, OR
WRIGHT CREEK ROAD WATER IMPROVEMENT DISTRICT, OR
WY'EAST FIRE DISTRICT, OR
YACHATS R.F.P.D., OR
YAMHILL COUNTY TRANSIT AREA, OR
YAMHILL FIRE PROTECTION DISTRICT, OR
YAMHILL SWCD, OR
YONCALLA PARK & RECREATION DISTRICT, OR
YOUNGS RIVER-LEWIS & CLARK WATER DISTRICT, OR
ZUMWALT R.F.P.D., OR
K-12 INCLUDING BUT NOT LIMITED TO:
ACADIA PARISH SCHOOL BOARD
BEAVERTON SCHOOL DISTRICT
BEND-LA PINE SCHOOL DISTRICT
BOGALUSA HIGH SCHOOL, LA
BOSSIER PARISH SCHOOL BOARD
BROOKING HARBOR SCHOOL DISTRICT
CADDO PARISH SCHOOL DISTRICT
CALCASIEU PARISH SCHOOL DISTRICT
CANBY SCHOOL DISTRICT
CANYONVILLE CHRISTIAN ACADEMY
CASCADE SCHOOL DISTRICT
CASCADES ACADEMY OF CENTRAL OREGON
CENTENNIAL SCHOOL DISTRICT
CENTRAL CATHOLIC HIGH SCHOOL
CENTRAL POINT SCHOOL DISTRICT NO.6
CENTRAL SCHOOL DISTRICT 13J
COOS BAY SCHOOL DISTRICT NO.9
CORVALLIS SCHOOL DISTRICT 509J
COUNTY OF YAMHILL SCHOOL DISTRICT 29
CULVER SCHOOL DISTRICT
DALLAS SCHOOL DISTRICT NO.2
DAVID DOUGLAS SCHOOL DISTRICT
DAYTON SCHOOL DISTRICT NO.8
DE LA SALLE N CATHOLIC HS
DESCHUTES COUNTY SCHOOL DISTRICT NO.6
DOUGLAS EDUCATIONAL DISTRICT SERVICE
DUFUR SCHOOL DISTRICT NO.29
EAST BATON ROUGE PARISH SCHOOL DISTRICT
ESTACADA SCHOOL DISTRICT NO.10B
FOREST GROVE SCHOOL DISTRICT
GEORGE MIDDLE SCHOOL
GLADSTONE SCHOOL DISTRICT
GRANTS PASS SCHOOL DISTRICT 7
120
GREATER ALBANY PUBLIC SCHOOL DISTRICT
GRESHAM BARLOW JOINT SCHOOL DISTRICT
HEAD START OF LANE COUNTY
HIGH DESERT EDUCATION SERVICE DISTRICT
HILLSBORO SCHOOL DISTRICT
HOOD RIVER COUNTY SCHOOL DISTRICT
JACKSON CO SCHOOL DIST NO.9
JEFFERSON COUNTY SCHOOL DISTRICT 509-J
JEFFERSON PARISH SCHOOL DISTRICT
JEFFERSON SCHOOL DISTRICT
JUNCTION CITY SCHOOLS, OR
KLAMATH COUNTY SCHOOL DISTRICT
KLAMATH FALLS CITY SCHOOLS
LAFAYETTE PARISH SCHOOL DISTRICT
LAKE OSWEGO SCHOOL DISTRICT 7J
LANE COUNTY SCHOOL DISTRICT 4J
LINCOLN COUNTY SCHOOL DISTRICT
LINN CO. SCHOOL DIST. 95C
LIVINGSTON PARISH SCHOOL DISTRICT
LOST RIVER JR/SR HIGH SCHOOL
LOWELL SCHOOL DISTRICT NO.71
SALEM-KEIZER PUBLIC SCHOOLS 24J
MARION COUNTY SCHOOL DISTRICT 103
MARIST HIGH SCHOOL, OR
MCMINNVILLE SCHOOL DISTRICT NOAO
MEDFORD SCHOOL DISTRICT 549C
MITCH CHARTER SCHOOL
MONROE SCHOOL DISTRICT NO.1J
MORROW COUNTY SCHOOL DIST, OR
MULTNOMAH EDUCATION SERVICE DISTRICT
MULTISENSORY LEARNING ACADEMY
MYRTLE PINT SCHOOL DISTRICT 41
NEAH-KAH-NIE DISTRICT NO.56
NEWBERG PUBLIC SCHOOLS
NESTUCCA VALLEY SCHOOL DISTRICT NO.101
NOBEL LEARNING COMMUNITIES
NORTH BEND SCHOOL DISTRICT 13
NORTH CLACKAMAS SCHOOL DISTRICT
NORTH DOUGLAS SCHOOL DISTRICT
NORTH WASCO CITY SCHOOL DISTRICT 21
NORTHWEST REGIONAL EDUCATION SERVICE DISTRICT
ONTARIO MIDDLE SCHOOL
OREGON TRAIL SCHOOL DISTRICT NOA6
ORLEANS PARISH SCHOOL DISTRICT
PHOENIX-TALENT SCHOOL DISTRICT NOA
PLEASANT HILL SCHOOL DISTRICT
PORTLAND JEWISH ACADEMY
PORTLAND PUBLIC SCHOOLS
RAPIDES PARISH SCHOOL DISTRICT
REDMOND SCHOOL DISTRICT
REYNOLDS SCHOOL DISTRICT
ROGUE RIVER SCHOOL DISTRICT
ROSEBURG PUBLIC SCHOOLS
SCAPPOOSE SCHOOL DISTRICT 1J
SAINT TAMMANY PARISH SCHOOL BOARD, LA
SEASIDE SCHOOL DISTRICT 10
SHERWOOD SCHOOL DISTRICT 88J
SILVER FALLS SCHOOL DISTRICT 4J
SOUTH LANE SCHOOL DISTRICT 45J3
SOUTHERN OREGON EDUCATION SERVICE DISTRICT
121
SPRINGFIELD PUBLIC SCHOOLS
SUTHERLIN SCHOOL DISTRICT
SWEET HOME SCHOOL DISTRICT NO.55
TERREBONNE PARISH SCHOOL DISTRICT
THE CATLIN GABEL SCHOOL
TIGARD-TUALATIN SCHOOL DISTRICT
UMATILLA MORROW ESD
WEST LINN WILSONVILLE SCHOOL DISTRICT
WILLAMETTE EDUCATION SERVICE DISTRICT
WOODBURN SCHOOL DISTRICT
YONCALLA SCHOOL DISTRICT
ACADEMY FOR MATH ENGINEERING & SCIENCE (AMES), UT
ALIANZA ACADEMY, UT
ALPINE DISTRICT, UT
AMERICAN LEADERSHIP ACADEMY, UT
AMERICAN PREPARATORY ACADEMY, UT
BAER CANYON HIGH SCHOOL FOR SPORTS & MEDICAL SCIENCES, UT
BEAR RIVER CHARTER SCHOOL, UT
BEAVER SCHOOL DISTRICT, UT
BEEHIVE SCIENCE & TECHNOLOGY ACADEMY (BSTA) , UT
BOX ELDER SCHOOL DISTRICT, UT
CBA CENTER, UT
CACHE SCHOOL DISTRICT, UT
CANYON RIM ACADEMY, UT
CANYONS DISTRICT, UT
CARBON SCHOOL DISTRICT, UT
CHANNING HALL, UT
CHARTER SCHOOL LEWIS ACADEMY, UT
CITY ACADEMY, UT
DAGGETT SCHOOL DISTRICT, UT
DAVINCI ACADEMY, UT
DAVIS DISTRICT, UT
DUAL IMMERSION ACADEMY, UT
DUCHESNE SCHOOL DISTRICT, UT
EARLY LIGHT ACADEMY AT DAYBREAK, UT
EAST HOLLYWOOD HIGH, UT
EDITH BOWEN LABORATORY SCHOOL, UT
EMERSON ALCOTT ACADEMY, UT
EMERY SCHOOL DISTRICT, UT
ENTHEOS ACADEMY, UT
EXCELSIOR ACADEMY, UT
FAST FORWARD HIGH, UT
FREEDOM ACADEMY, UT
GARFIELD SCHOOL DISTRICT, UT
GATEWAY PREPARATORY ACADEMY, UT
GEORGE WASHINGTON ACADEMY, UT
GOOD FOUNDATION ACADEMY, UT
GRAND SCHOOL DISTRICT, UT
GRANITE DISTRICT, UT
GUADALUPE SCHOOL, UT
HAWTHORN ACADEMY, UT
INTECH COLLEGIATE HIGH SCHOOL, UT
IRON SCHOOL DISTRICT, UT
ITINERIS EARLY COLLEGE HIGH, UT
JOHN HANCOCK CHARTER SCHOOL, UT
JORDAN DISTRICT, UT
JUAB SCHOOL DISTRICT, UT
KANE SCHOOL DISTRICT, UT
KARL G MAESER PREPARATORY ACADEMY, UT
LAKEVIEW ACADEMY, UT
122
LEGACY PREPARATORY ACADEMY, UT
LIBERTY ACADEMY, UT
LINCOLN ACADEMY, UT
LOGAN SCHOOL DISTRICT, UT
MARIA MONTESSORI ACADEMY, UT
MERIT COLLEGE PREPARATORY ACADEMY, UT
MILLARD SCHOOL DISTRICT, UT
MOAB CHARTER SCHOOL, UT
MONTICELLO ACADEMY, UT
MORGAN SCHOOL DISTRICT, UT
MOUNTAINVILLE ACADEMY, UT
MURRAY SCHOOL DISTRICT, UT
NAVIGATOR POINTE ACADEMY, UT
NEBO SCHOOL DISTRICT, UT
NO UT ACAD FOR MATH ENGINEERING & SCIENCE (NUAMES), UT
NOAH WEBSTER ACADEMY, UT
NORTH DAVIS PREPARATORY ACADEMY, UT
NORTH SANPETE SCHOOL DISTRICT, UT
NORTH STAR ACADEMY, UT
NORTH SUMMIT SCHOOL DISTRICT, UT
ODYSSEY CHARTER SCHOOL, UT
OGDEN PREPARATORY ACADEMY, UT
OGDEN SCHOOL DISTRICT, UT
OPEN CLASSROOM, UT
OPEN HIGH SCHOOL OF UTAH, UT
OQUIRRH MOUNTAIN CHARTER SCHOOL, UT
PARADIGM HIGH SCHOOL, UT
PARK CITY SCHOOL DISTRICT, UT
PINNACLE CANYON ACADEMY, UT
PIUTE SCHOOL DISTRICT, UT
PROVIDENCE HALL, UT
PROVO SCHOOL DISTRICT, UT
QUAIL RUN PRIMARY SCHOOL, UT
QUEST ACADEMY, UT
RANCHES ACADEMY, UT
REAGAN ACADEMY, UT
RENAISSANCE ACADEMY, UT
RICH SCHOOL DISTRICT, UT
ROCKWELL CHARTER HIGH SCHOOL, UT
SALT LAKE ARTS ACADEMY, UT
SALT LAKE CENTER FOR SCIENCE EDUCATION, UT
SALT LAKE SCHOOL DISTRICT, UT
SALT LAKE SCHOOL FOR THE PERFORMING ARTS, UT
SAN JUAN SCHOOL DISTRICT, UT
SEVIER SCHOOL DISTRICT, UT
SOLDIER HOLLOW CHARTER SCHOOL, UT
SOUTH SANPETE SCHOOL DISTRICT, UT
SOUTH SUMMIT SCHOOL DISTRICT, UT
SPECTRUM ACADEMY, UT
SUCCESS ACADEMY, UT
SUCCESS SCHOOL, UT
SUMMIT ACADEMY, UT
SUMMIT ACADEMY HIGH SCHOOL, UT
SYRACUSE ARTS ACADEMY, UT
THOMAS EDISON - NORTH, UT
TIMPANOGOS ACADEMY, UT
TINTIC SCHOOL DISTRICT, UT
TOOELE SCHOOL DISTRICT, UT
TUACAHN HIGH SCHOOL FOR THE PERFORMING ARTS, UT
UINTAH RIVER HIGH, UT
123
UINTAH SCHOOL DISTRICT, UT
UTAH CONNECTIONS ACADEMY, UT
UTAH COUNTY ACADEMY OF SCIENCE, UT
UTAH ELECTRONIC HIGH SCHOOL, UT
UTAH SCHOOLS FOR DEAF & BLIND, UT
UTAH STATE OFFICE OF EDUCATION, UT
UTAH VIRTUAL ACADEMY, UT
VENTURE ACADEMY, UT
VISTA AT ENTRADA SCHOOL OF PERFORMING ARTS AND TECHNOLOGY, UT
WALDEN SCHOOL OF LIBERAL ARTS, UT
WASATCH PEAK ACADEMY, UT
WASATCH SCHOOL DISTRICT, UT
WASHINGTON SCHOOL DISTRICT, UT
WAYNE SCHOOL DISTRICT, UT
WEBER SCHOOL DISTRICT, UT
WEILENMANN SCHOOL OF DISCOVERY, UT
HIGHER EDUCATION
ARGOSY UNIVERSITY
BATON ROUGE COMMUNITY COLLEGE, LA
BIRTHINGWAY COLLEGE OF MIDWIFERY
BLUE MOUNTAIN COMMUNITY COLLEGE
BRIGHAM YOUNG UNIVERSITY - HAWAII
CENTRAL OREGON COMMUNITY COLLEGE
CENTENARY COLLEGE OF LOUISIANA
CHEMEKETA COMMUNITY COLLEGE
CLACKAMAS COMMUNITY COLLEGE
COLLEGE OF THE MARSHALL ISLANDS
COLUMBIA GORGE COMMUNITY COLLEGE
CONCORDIA UNIVERSITY
GEORGE FOX UNIVERSITY
KLAMATH COMMUNITY COLLEGE DISTRICT
LANE COMMUNITY COLLEGE
LEWIS AND CLARK COLLEGE
LINFIELD COLLEGE
LINN-BENTON COMMUNITY COLLEGE
LOUISIANA COLLEGE, LA
LOUISIANA STATE UNIVERSITY
LOUISIANA STATE UNIVERSITY HEALTH SERVICES
MARYLHURST UNIVERSITY
MT. HOOD COMMUNITY COLLEGE
MULTNOMAH BIBLE COLLEGE
NATIONAL COLLEGE OF NATURAL MEDICINE
NORTHWEST CHRISTIAN COLLEGE
OREGON HEALTH AND SCIENCE UNIVERSITY
OREGON INSTITUTE OF TECHNOLOGY
OREGON STATE UNIVERSITY
OREGON UNIVERSITY SYSTEM
PACIFIC UNIVERSITY
PIONEER PACIFIC COLLEGE
PORTLAND COMMUNITY COLLEGE
PORTLAND STATE UNIVERSITY
REED COLLEGE
RESEARCH CORPORATION OF THE UNIVERSITY OF HAWAII
ROGUE COMMUNITY COLLEGE
SOUTHEASTERN LOUISIANA UNIVERSITY
SOUTHERN OREGON UNIVERSITY (OREGON UNIVERSITY SYSTEM)
SOUTHWESTERN OREGON COMMUNITY COLLEGE
TULANE UNIVERSITY
TILLAMOOK BAY COMMUNITY COLLEGE
124
UMPQUA COMMUNITY COLLEGE
UNIVERSITY OF HAWAII BOARD OF REGENTS
UNIVERSITY OF HAWAII-HONOLULU COMMUNITY COLLEGE
UNIVERSITY OF OREGON-GRADUATE SCHOOL
UNIVERSITY OF PORTLAND
UNIVERSITY OF NEW ORLEANS
WESTERN OREGON UNIVERSITY
WESTERN STATES CHIROPRACTIC COLLEGE
WILLAMETTE UNIVERSITY
XAVIER UNIVERSITY
UTAH SYSTEM OF HIGHER EDUCATION, UT
UNIVERSITY OF UTAH, UT
UTAH STATE UNIVERSITY, UT
WEBER STATE UNIVERSITY, UT
SOUTHERN UTAH UNIVERSITY, UT
SNOW COLLEGE, UT
DIXIE STATE COLLEGE, UT
COLLEGE OF EASTERN UTAH, UT
UTAH VALLEY UNIVERSITY, UT
SALT LAKE COMMUNITY COLLEGE, UT
UTAH COLLEGE OF APPLIED TECHNOLOGY, UT
STATE AGENCIES
ADMIN. SERVICES OFFICE
BOARD OF MEDICAL EXAMINERS
HAWAII CHILD SUPPORT ENFORCEMENT AGENCY
HAWAII DEPARTMENT OF TRANSPORTATION
HAWAII HEALTH SYSTEMS CORPORATION
OFFICE OF MEDICAL ASSISTANCE PROGRAMS
OFFICE OF THE STATE TREASURER
OREGON BOARD OF ARCHITECTS
OREGON CHILD DEVELOPMENT COALITION
OREGON DEPARTMENT OF EDUCATION
OREGON DEPARTMENT OF FORESTRY
OREGON DEPT OF TRANSPORTATION
OREGON DEPT. OF EDUCATION
OREGON LOTTERY
OREGON OFFICE OF ENERGY
OREGON STATE BOARD OF NURSING
OREGON STATE DEPT OF CORRECTIONS
OREGON STATE POLICE
OREGON TOURISM COMMISSION
OREGON TRAVEL INFORMATION COUNCIL
SANTIAM CANYON COMMUNICATION CENTER
SEIU LOCAL 503, OPEU
SOH- JUDICIARY CONTRACTS AND PURCH
STATE DEPARTMENT OF DEFENSE, STATE OF HAWAII
STATE OF HAWAII
STATE OF HAWAII, DEPT. OF EDUCATION
STATE OF LOUISIANA
STATE OF LOUISIANA DEPT. OF EDUCATION
STATE OF LOUISIANA, 26TH JUDICIAL DISTRICT ATTORNEY
STATE OF UTAH
Master Agreement
Owner: Cobb County Board of Commissioners
100 Cherokee Street
Marietta, GA 30090
Contractor: <Legal Name of Contractor>
<Contractor Address>
<Contractor Address>
Description:
This Master Agreement for Name of Procurement incorporates by reference the following:
Exhibit “A” Owner’s Request for Proposal #Proposal Number; Exhibit “B” Contractor’s Bid/Proposal submitted on ______________; Exhibit “B-1” Modifications to Exhibit “B” (if applicable) Exhibit “C” Cobb County Required Terms (required for any products or services used by Cobb County)
The following provisions of Exhibit “A” Owner’s Request for Proposal #Proposal Number, as modified by Exhibit “B” Contractor’s Bid/Proposal and Exhibit “B-1” Modifications to Exhibit “B,” shall be incorporated by reference herein and shall be deemed to have the same force and effect as if set forth in full herein: Section 3.0, Section 3.1, and Section 7.0 of the Solicitation; Sections IX, XIV, XVI, XVII, XXVIII, XXIX, XXXII, XXXIII, and XXXIX of Cobb County General Instructions for Proposers, Terms and Conditions.
Purchasing
Cooperative: OMNIA PARTNERS PURCHASING COOPERATIVE: Contractor agrees to extend use of this Master Agreement to public agencies (state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit) (“Public Agencies”) registered with OMNIA Partner, LLC’s Purchasing Cooperative (“Participating Public Agencies”) under the terms of this Agreement (“Master Agreement”) and the Master Intergovernmental Cooperative Purchasing Agreement found at Exhibit D of Exhibit “A” Owner’s Request for Proposal #Proposal Number.
Governing
Law: This Agreement shall be governed by the laws of the State of Georgia. As to any dispute hereunder, venue shall be in the Superior Court of Cobb County, Georgia.
Term: This Agreement shall begin on ____________ (Effective Date), for an Initial Term of four (4) years. Owner shall have the option to renew this Agreement for three (3) additional twelve (12) month periods (Renewal Terms) upon
mutual written consent of the Parties. This Agreement shall terminate absolutely on _______________, unless earlier terminated as provided herein.
Pursuant to O.C.G.A. § 36-60-13, this Agreement shall terminate absolutely and without further obligation on the part of the Owner at the close of the calendar year in which it was executed and at the close of each succeeding calendar year for which the Agreement is in effect. Unless Owner provides at least 30 days’ written notice of an intention not to renew, the Agreement shall automatically be renewed for consecutive one-year terms until the conclusion of the Initial Term or any Renewal Term in effect. The Parties reserve the right to renew, amend or extend the Agreement for additional terms. Owner may terminate this agreement at any time for nonappropriation of funding.
Price: Prices for services and equipment, if applicable, shall be as stated in Exhibit “B” Contractor’s Bid/Proposal.
Billing: For purchases made by Owner pursuant to this Agreement, all original invoices shall be submitted directly to the Cobb County Finance Department. Invoices shall bill only for items received during the period covered by the invoice and shall clearly identify such items in accordance with invoicing guidelines in Exhibit “B” Contractor’s Bid/Proposal. For purchases made by Participating Public Agencies, the Contractor shall comply with each Participating Public Agencies’ invoicing and billing requirements outlined on the applicable order.
[Signatures on Next Page]
IN WITNESS, WHEREOF, this Agreement ha s been executed by Owner and accepted by Contractor to be effective as of the date first above written.
OWNER CONTRACTOR
Cobb County Board of Commissioners <Legal Name of Contractor>
100 Cherokee Street <Contractor Address>
Marietta, Georgia 30090 <Contractor Address>
Lisa N. Cupid, Chairwoman <Authorized Signatory, Title> Cobb County Board of Commissioners <Legal Name of Contractor>
Date Date
Approved as to form: Attest:
County Attorney’s Office Corporate Secretary
Corporate Seal
Date
Federal Tax ID Number
Exhibit “A”
Owner’s Request for Proposal #Proposal Number
Exhibit “B”
Contractor’s Bid/Proposal
Exhibit “B-1”
Modifications to Exhibit “B”
(if applicable)
Exhibit “B” Contractor’s Bid/Proposal contained certain exceptions to the requirements of Exhibit “A” Owner’s Request for Proposal #Proposal Number. Some of the exceptions are accepted and others are not. Language that is struck through is not accepted. The remainder is accepted with the additional language that is underlined:
Exhibit “C”
COBB COUNTY
REQUIRED TERMS AND CONDITIONS
These Required Terms and Conditions are hereby agreed to, made and entered into by and between Cobb County, a political subdivision of the Stat e of Georgia, (hereina fter “Cobb County” or “County”), and Vendor Name , a [state] [ Choose an item. ], located at Vendor address (hereinafter “Vendor” or “Contractor” or “Com pany”). These Required Terms and Conditions shall be made an exhibit to the Master Agreement between Cobb County and Vendor Name . (“Contract” or “Agreement”) and shall have the same force and effect as the terms and provisions in the Contract. County and Vendor may be referred to individually as “Party,” or collectively, as “Parties.” The Effective Date of this Contract shall be the date that the last party hereto executes the same (the “Effective Date”).
[It is understood by the Parties that Vendor has engaged the following subcontractor(s) to perform Work under this agreement for County:
It is understood by the Parties that no subcontr actors are engaged to perform Work under this agreement.]
I. Agreement
A. Entire Agreement. This Agreement, together with all addenda, attachments, and exhibits listed below and incorporated herein by reference, represents the sole and entire agreement between the parties named herein and supersedes all previous or prior agreements, understandings, representations or commitments between the parties and their re spective officials, officers, directors, contractors, employees and/or representatives. No oral promises, conditions, representations, understandings, interpretations, or terms of any kind are in effect between the parties or have been offered as an inducement for either party to execute this document.
1. Required Terms and Conditions dated mm/dd/yyyy
2. Master Agreement between County and Vendor dated mm/dd/yyyy
3. Exhibit “1” Invitation to Bid or Request for Proposal (ITB/RFP) #
4. Exhibit “2” Vendor’s Bid or Proposal dated mm/dd/yyyy
5. Exhibit “3” Vendor’s Price Quote #xxxx dated mm/dd/yyyy
6. Exhibit “4” Vendor’s Statement of Work (SOW)# dated mm/dd/yyyy
7. Exhibit “4-A” Project Schedule
8. Exhibit “5” Vendor’s End User License Agreement (EULA), License, Software dated mm/dd/yyyy
9. Exhibit “6” Vendor’s Maintenance or Support Agreement dated mm/dd/yyy
10. Exhibit “7” Vendor’s Service Level Agreement (SLA)
11. Exhibit “8” Third Party Terms and Conditions
12. Exhibit “9” Information Security
13. Exhibit “10-A” Change Control Definitions and Process
14. Exhibit “10-B” Change Order Form
15. Exhibit “11-A” Contractor Affidavit and Agreement
16. Exhibit “11-B” Subcontractor Affidavit and Agreement
17. Exhibit “11-C” Immigration Compliance Certification
18. Exhibit “12” Conflict of Interest Affidavit
B. These Required Terms and Conditions shall appl y to and supersede any additional terms and conditions contained in any purch ase order, task order, invoi ce, delivery receipt, or other document issued by Vendor in conjunction with the services or products provided pursuant to this Agreement.
C. Order of Precedence. In the case of any inconsistency, conflict, ambiguity among the contract documents, the documents shall govern in the following order: (1) Required Terms and Conditions; (2) Exhibit “3” Vendor’s Price Quote; and (3) any other applicable documents.
D. Invalid Terms.
1. Notwithstanding anything else in this Agreem ent, including any exhibits, attachments or links provided therein, no term shall be valid that:
a) Requires the County to:
i. Defend, indemnify, or hold harmless another person or entity; or ii. Be bound by terms and conditions that are unknown at the time of signing such contract or that may be unilaterally changed by the other party; or iii. Waive damages; or
iv. Release Vendor or third parties from liability; or
v. Assume all risk.
vi. Pay late payment fees, penalties, interest , attorneys’ fees, liquidated damages, or any other fee that would constitute an illegal gratuity under Georgia law; or b) Provides for:
i. A venue for any action or dispute other than a court of competent jurisdiction in Cobb County, Georgia; or
ii. The contract to be construed in accordan ce with the laws of a state other than the State of Georgia; or
iii. Binding arbitration or binding mediation; or
iv. Renewal beyond the Term; or
v. An automatic renewal such that County funds are or would be obligated in subsequent fiscal years; or
c) Is inconsistent with the provisions of O.C.G.A. § 50- 18-70 et seq., relating to open records.
2. If Agreement, including any exhibits, attach ments or links provided therein, contains a term prohibited under this section, such term shall be void, and th e Agreement shall be otherwise enforceable as if it did not contain such term.
3. Neither the County nor any agency or department thereof shall be bound by any other new terms and conditions included in any exhibits, orders, invoices, attachments, links, or other document, physical or electronic, which attempt to impose any condition in variance of or in addition to the terms and conditions contain in this Agreement.
II. Scope of Work
Subject to the terms and conditions herein, the term “Services” or “Project” or “Work” means all of the work, product, services, goods, software, li censes, material, equipment, and labor to be provided and performed and completed by Vendor under and as reflected in the Contract, including any and all addendums, exhibits, attachments, appendices, and schedules thereto, and all work reasonably inferable from the specific descript ions. These Required Terms and Conditions shall be an addendum and/or exhibit to the Contract and shall have the same force and effect as the terms and provisions in the Contract.
III. Compensation/Consideration
A. The total amount payable by Cobb County sh all not exceed the maximum amount of $__________ (“Price”).
[Or for multi-year:]
Year 1 FY 20yy (mm/dd/yyyy – mm/dd/yyyy) Price: $xxx.xx Year 2 FY 20yy (mm/dd/yyyy – mm/dd/yyyy) Price: $xxx.xx Year 3 FY 20yy (mm/dd/yyyy – mm/dd/yyyy) Price: $xxx.xx Year 4 FY 20yy (mm/dd/yyyy – mm/dd/yyyy) Price: $xxx.xx Year 5 FY 20yy (mm/dd/yyyy – mm/dd/yyyy) Price: $xxx.xx B. As a political subdivision of the State of Geor gia, County is exempt from paying most types of taxes and will only pay those taxes it is required to pay under the laws of the State of Georgia or federal law.
C. County shall timely process pa yment to Vendor. Vendor shall no t charge interest or assess payment penalties against County.
D. In the event of a dispute about payment/invoicing, County shall deliver a written statement to Vendor no later than ___days prio r to the date payment is due on the disputed invoice listing all disputed items and providing a reasonably de tailed description of each disputed item. The parties shall seek to resolve all such disputes expeditiously and in good faith. Vendor shall continue performing its obligations under the Agreement notwithstanding any such dispute.
IV. Term of Agreement
A. Term. The Initial Term of this Agreement shall begin on the Effective Date and continue for twelve (12) months (“Initial Term”). This Agreement may be renewed as herein provided for
up to a total of ________(__) months (“Full Term”).
B. Renewal. This Agreement shall automatically renew annually after Initial Term for twelve (12) months on the Effective Date for each subsequent year for a maximum of ____(__) renewal years unless County provides at least thirty (30) days written notice of an intention not to renew before the expiration of the then-current annual peri od. This Agreement shall terminate absolutely after ________(__) months. The Parties reserve the right to renew, extend, or amend this Agreement.
C. Termination. This Agreement may be terminated in the methods listed below. If this contract is terminated, County shall be liable only for goods or services delivered or accepted.
1. For Convenience. County may terminate this Agreement at any time for any reason upon thirty (30) days prior written notice to Vendor. The effective date of termination shall be set forth in the notice. As the sole remedy for County’s termination for convenience, Vendor shall be paid for any validated services performed under this Agreement up to the time of termination. Vendor shall not incur new obligations upon receipt of such notice and shall cancel as many outstanding obligations as possible.
2. For Cause. Either Party may terminate this Agreement for cause should the other Party default in the performance of any of the term s, covenants, obligations, or conditions of this Agreement upon thirty (30) days written notice to the defaultin g party to cure the default.
a) Cause for termination by th e County shall include, but not be limited to, Vendor’s breach of a material provision of the Agreement, failure to complete a deliverable or milestone in a timely manner, and/or failure to dedicate adequate and qualified staff to complete the Work. Failure of Vendor to cu re such breach or fa ilure within thirty (30) days shall entitle County to a refund of all compensation paid to Vendor. b) Should the Vendor terminate this Agreement for default in performance that is not cured in a timely manner, th e County shall be liable for no more than the amount of goods or services delivered or accepted by County up to the date of termination.
3. By Statute. In compliance with O.C.G.A. § 36-60-13, this Agreement shall be deemed to terminate absolutely and without further ob ligation on the part of County at the close (December 31) of the calendar year of its execution (“Initial Expiration Date”) and at the close (December 31) of each succeeding year for which it may be renewed, unless otherwise expired, earlier term inated, or renewed all as provided in this Agreement.
Notwithstanding this provision, as per mitted by statute, this Agreement may automatically be renewed and extended for consecutive up to one -year periods beyond the Initial Expiration Date unt il the expiration of the Full Term, unless County notifies Vendor in writing of its intent not to extend this Agreement at least thirty (30) days prior to the date of termination set forth in su ch notice, or, for any one-year renewal term subsequent to the Initial Expira tion Date, at least thirty (30) days prior to the expiration of the then-current annual period.
4. Non-appropriation. In compliance with the terms of O.C.G.A. § 36-60-13, this Agreement shall terminate immediately and absolutely at such time as appropriated or otherwise unobligated funds are no longer available to satisfy the obligation of County. This Agreement does not create a debt of County for the payment of any sum beyond the
calendar year of execution or in the event of renewal, beyond the calendar year of such renewal.
D. Survival. Notwithstanding the stated term, those provisions that expressly state that they survive, or that would by necessity survive, the expiration or earlier termination of this agreement shall so survive. Furthermore, the provisions pertaining to Confidentiality, Open Records, Record Retention, Indemnification, Preservation of Immunities, No Personal Liabilities, Governing Law, Venue, and Invalid Terms shall survive termination or expiration of this Agreement.
V. System Access, Licenses, and Warranties
A. This Contract is a Subscription-Based Information Technology Arrangement (SBITA). It is a contract that conveys control of the right to access and use IT software for authorized purposes alone or in combination with tangible capital assets (underlying IT assets) for a period of time in an exchange or exchange-like transaction.
B. License Grant. Vendor he reby grants to Cobb County a worldwide nonexclusive, nontransferable revocable license to access, use and publicly display the online portion of the Project, as defined in Section 1.1.3.1 below, and a nonexclusive, nont ransferable revocable license to distribute to the users the Project (the “License”) during the term of this Agreement.
Vendor also grants to Cobb County a nonexclusive right to advertise, market and promote the Project to its clients and the Users during the term of this Agreement. The License expressly excludes all other rights, including, without limitation, the right to modify or create derivative works of the Project or the right to grant any other sublicensing rights to third parties. The License is revocable under the circumstances and on the terms set forth in this Agreement.
C. Vendor agrees to provide a list and description of all software and licenses required or necessary for the use of such software, to include any continue d use or maintenance contemplated by the Contract.
D. Warranties
1. General. Vendor hereby expressly warrants that the Work to be performed hereunder shall be performed in a workmanlike manner, that all Work assigned shall be performed in a manner consistent with that level of care and skill ordinarily exercised by other providers of similar services under similar circumstan ces at the time Work is provided and as required under the terms of the Contract. Vendor warrants to County that all Services or Goods furnished in connection with Services shall: (a) be new and free from any defects in workmanship, material, and design; (b) conform to applicable specifications; (c) be fit for their intended purpose and opera te as intended; and (d) be free and clear of all liens, security interests or other encumbrances.
2. Performance. For the greater of 12 months or the period during which County purchases support services, the software shall materially c onform to the requir ements of this Agreement, including any statements of work, and, to the extent not inconsistent with the foregoing, the documentation. Further the soft ware shall remain free from material programming errors and defects in workmanship and materials. If material programming
errors are discovered, Vendor shall promptly remedy such errors at no additional expense to County.
3. Infringement. To the best of Vendor’s knowle dge, as of the Effective Date, Customer’s licensed use of the software will not infri nge upon or misappropriate the intellectual property rights of any third party.
4. Service. The services shall be performed in (a) material accordance with this Agreement, (b) a timely and workmanlike manner, and (c) accordance with industry best practices for services of this kind.
5. Legal Compliance. Vendor shall comply and ensure that its software and services comply with all applicable laws and regulations. Ve ndor shall, at no additional charge, promptly furnish all updates to the software necessary for compliance with any change in laws or regulation during the term of this Agreement.
6. Privacy. Vendor represents and warrants that, at all times during and after the term of this Agreement, it will comply, at its sole expense, with all applicable local, state, federal, and international privacy, confidentiality, consum er protection, advertis ing, electronic mail, data security, data destructi on, and other similar laws, rules and regulations, whether in effect now or in the future, including, but not limited to the Goldenhar Gramm-Leach Bliley Act and its implementing regulations (all of the foregoing to be collectively referred to as the “Privacy and Security Requireme nts”). Vendor acknowledges that it alone is responsible for identifying, understanding, and complying with its obligati ons under the privacy and Security Requirements as they apply to its performance of this Agreement and possession of personal information.
7. Anti-Virus. Vendor has taken every commercially reasonable precaution to ensure and to the best of Vendor’s knowledge, the software does not contain any vi rus or similar code that may destroy, modify, alter, or cause th e destruction, modification or alteration, in whole or in part, of any of County’s data, equipment, devices, networks, or software.
Further, Vendor warrants: (a) that its soft ware and/or systems are not dependent on obsolete software, including anything with a known vulnerability; (b) that all critical updates to the software and/or systems have or shall be applied as identified or as needed; and (c) that Vendor’s software and/or system have the means to receive such critical updates.
8. Offshoring of Data. All services shall be pe rformed and rendered within the continental United States. Vendor shall not transmit or make availabl e any customer Confidential Information, including personal data, to any entity or individual outside of the continental United States.
9. Open Source and Third Party Software. Vendor represents and warrants that is shall not deliver to County any third party software , including open source software, that would require County to accept and be bound by any third party terms and conditions unless such terms and conditions are expressly identified in and attached to this Agreement as Exhibit “8” Third Party Terms and Conditions and to the extent that such terms and conditions are consistent with the Invalid Terms provisions of this Agreement. Except as provided in Exhibit “8” Third Party Terms and Conditions as amended by the Invalid Terms
provision of this Agreement, County here by rejects all such third party terms and conditions.
10. Pass Through Warranties. Vendor shall assign and pass-through to County all representations, warranties, a nd indemnities to Vendor in it s contracts with their party licensors and suppliers relating to the software.
11. Known Performance Issues. There is no exis ting pattern or repetition of customer complaints regarding the software, including functionality or performance issues. Further, Vendor’s engineers have not currently identified any repeating adverse impact on the software, including functionality or performance, for which the root cause is believed to be a flaw or defect in the software.
12. Authority.
a) Vendor has full power, capacity, and authority to enter into and perform this Agreement and to make the grant of rights contained herein, including without limitation, the right to license any ancillary or third part y programs licensed to County under this Agreement.
b) Vendor has all licenses and intellectual property rights necessary to install and produce customizations, enhancements, updates, and/or corrections to the software used in performance of and as required under this Agreement in accordance with industry standards and in a professional and workmanlike fashion. c) Vendor’s performance of this Agreement does not violate or conflict with any agreement to which Vendor is a party.
d) Vendor represents that there is no pending or threatened litigation that would have a material adverse impact on its performance under this Agreement.
E. Changes in Functionality. Vendor shall not modify or change the software to reflect a material diminution in the form, features or functionality of the software from that existing as of the Effective Date. Accordingly, Vend or shall not change the form, features, or functionality of the software in any material adverse manner from that originally licensed under this Agreement.
F. Documentation. The documentation provided by Vendor shall be complete and accurate so as to enable a reasonably skilled user to effectively use all of the software’s features and functions without assistance from the Vendor. Furt her, on each date that the Vendor delivers documentation to County, such documentation shall be Vendor’s most current version thereof.
G. These warranties survive any delivery, inspection, acceptance, payment, or termination of the Contract. These warranties are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of County’s discovery of the noncompliance. If County gives Vendor notice of noncompliance, Vendor shall, at its own cost and expense, promptly replace or re pair nonconforming Goods or Services. This paragraph shall be construed as being in addition to any warranty provision in the Contract.
XI. Ownership of Work
A. County Ownership. All reports, designs, draw ings, plans, specifications, schedules, work product, and other materials, including those in electronic form, prepared or in the process of being prepared for the Work to be performed by Vendor (“Materials”) not otherwise created
in the course of business for Vendor’s broader customer base shall be the property of County, and County shall be entitled to full access and copies of all such Materials in the form prescribed by County. Any such Materials remaining in the hands of Vendor or subcontractor upon completion or termination of the Work shall be delive red immediately to County; provided that Vendor may retain a copy of any deliver ables for its records. Vendor assumes all risk of loss, damage or destruction of or to such Materials. If any Materials are lost, damaged, or destroyed before final delivery to County, Vendor shall replace them at its own expense. Any and all copyrightable subject ma tter in all Materials is hereby assigned to County, and Vendor agrees to execute any add itional documents that may be necessary to evidence such assignment.
To the extend allowed by law, Cobb County shall retain all right, title and interest in and to any and all patent, copyright, trademark, trade secret, domain name registrations, websites, and other intellectual property rights, throughout the world, and all registrations and applications thereon (“Intellectual Property Rights”) in and to (i) Cobb County’s governmental and trade names, logos, trademarks, service marks and similar identifying material (“Cobb County Marks”) and (ii) the websites directly or indirectly owned, operated or maintained by Cobb County, and (iii) all information owned, managed or developed by Cobb County.
B. Vendor Ownership Rights. To the extent allowed by law, Vendor shall retain all right, title and interest in and to any and all Intellectual Pr operty Rights in and to the (i) its Work (with the exception of Intellectual Property Rights ow ned by Cobb County contained therein), (ii) Describe as needed , (iii) any developed or licensed documentation, and all modifications thereto and derivative works thereof, and (iv) all information owned, managed or developed by Vendor.
C. User Data. As between the parties, all right, title and interest in and to the data in the Work that is entered by, created for or existing about users, Cobb County and its clients and vendors during the Term (“User Data”) shall be owned by Cobb County with full rights to use, market and license others to use such User Data only in compliance with applicable laws.
XI. Staff Assigned to Project
A. Staff. Vendor shall maintain at all times, until the completion of the Project, experienced technical/implementation staff, in adequate numbers and with necessary skillset, functions and responsibilities satisfactory to County; and ensure that staff carries out the following duties: (i) preparation and execution of the plan of activities propose d for project implementation, pursuant to the provisions of Exhibit “4” Vendor’s Statement of Work; and (ii) proper testing prior to milestone, deliverable or solution turnover to County staff.
B. Staff Replacement. County and Vendor agree to act in good faith to complete this project and work toward mutual resolutions. In the event th at the County has an issue with an individual on the project, County shall have the right to require the removal and replacement of Vendor’s technical/implementation staff member(s) from providing serv ices to County under this Contract. County shall notify Ve ndor in writing of such ac tion. Vendor shall accomplish the removal and replacement within five (5) business days after written notice to Vendor. County shall review and approve the appointment of the replacement staff. Said approval shall not be unreasonably withheld. County is not required to provide any additional information, reason
or rationale in the event it requires the remo val of Vendor’s staff from providing further services under the Contract.
C. Staff Transition. If it is known that a member of the Vendor project team will be leaving the project, a replacement will be chosen to join the team, and become fam iliar with the project before the original team member leaves, to ensu re that the transition-in will be seamless. If a member of the Vendor project team leaves unannounced, prompt replacement shall be made in accordance with this Section.
XII. Indemnification
The following obligations to indemnify the Indemnified Party(ies) shall survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision.
A. Indemnification of County. Vendor covenants and agrees to take and assume all responsibility for the software and services (“Work”) rendered in connection with this Agreement. Vendor shall bear all losses and damages directly or indirectly resulting to it and/or County on account of the performance or character of the Work rendered pursuant to this Agreement. To the fullest extent permitted by law, Vendor shall defe nd, indemnify and hold harmless County and County’s elected and appointed officials, officers, boards, commissions, employees, representatives, consultants, servants, agen ts, attorneys and volunt eers (individually an “Indemnified Party” and collectively “Indemnif ied Parties”) from and against any and all claims, suits, actions, judgments, injuries, damages, losses, costs, expenses and liability of any kind whatsoever, including but not limited to attorney’s fees and costs of defense (“Liabilities”), which may arise from or be the resu lt of alleged willful, negligent or tortious conduct arising out of the Work, performance of contracted services, or operations by Vendor, any subcontractor, anyone dir ectly or indirectly employed by Vendor or subcontractor or anyone for whose acts Vendor or subcontractor may be liable, regardless of whether or not the negligent act is caused in part by a party inde mnified hereunder. This indemnity obligation does not include Liabilities caused by or resulting from the sole negligence of an Indemnified Party. Such obligation shall not be construed to negate, abridge or otherwise reduce any other right or obligation of indemnit y which would otherwise exist as to any party or person described in this provision.
B. In any and all claims against an Indemn ified Party, by any employee of Vendor, its subcontractor, anyone directly or indirectly employed by Vendor or s ubcontractor or anyone for whose acts Vendor or subcontractor may be liable, the indemnification obligation set forth in this provision shall not be limited in any way by any limitation on th e amount or type of damages, compensation or benefits payable by or for Vendor or any subcontractor under workers’ or workmen’s compensation acts, disa bility benefit acts or other employee benefit acts. This obligation to indemnify, defend, and hold harmless the Indemnified Party(ies) shall survive expiration or termination of this Agre ement, provided that the claims are based upon or arise out of actions or omi ssions that occurred during the performance of this Agreement and applies notwithstanding any contrary provision.
C. Intellectual Property Indemnif ication. Vendor shall hold Count y, its agents, officers, or employees harmless from liabilit y of any nature or kind for use of any copyrighted or uncopyrighted composition, secret process, pate nted or unpatented i nvention, articles or appliances furnished or used in the performan ce of this Agreement, for which Vendor is not the patentee, assignee, licensee, or other lawful user.
D. Environmental Indemnification. Vendor agrees to indemnify, defend, and hol d harmless an Indemnified Party, to the fullest extent allowed under O.C.G.A. § 13-8-2, from and against all claims, suits, actions, judgments, forfeitures, damages, losses, costs, demands, or expenses and liability, of whatever kind or nature, contingent or otherwise, known or unknown, incurred under, or imposed by, any provision of federal, state or local law or regulation, common law, or in equity, including but not limited to all administrative claims, claims for injunctive relief, claims for property damage, natural resources damages, nuisance claims, bodily injury claims (including death), environmenta l response, remediation, abatem ent, detoxification, cleanup costs, removal or disposal of, or otherwise with respect to, hazardous or potentially hazardous substances, fines, penalties, and expenses (including without limitation attorney fees, consultant fees, expert fees, costs, and expenses incurred in investigating and defending against the assertion of such liabilities) that may aris e from or be the result of any alleged willful, negligent or tortious conduct of that in any way may arise from, be the result of, or relate to any act or omission of Vendor, or anyone directly or indirectly employed by or otherwise in any way acting on behalf of Vendor, in its performance of the Agreement, the operation of the Facility, or failure to operate the Facility other than in accordance with this Agreement or Applicable Law, regardless of whether or no t the negligent act is caused in part by an Indemnified Party. This indemnity obligation sha ll run from the time of initial discovery of any such potentially adverse environmental condition and shall not be construed to commence only upon realization of an actual economic loss resulting from such condition. This indemnity obligation does not include Liab ilities caused by or resulting from the sole negligence of an Indemnified Party or any other act, liability, or obligation in any way prohibited by O.C.G.A. § 13-8-2. Such obligatio n shall not be construed to negate , abridge, or otherwise reduce any other right or obligation of inde mnity which would otherwise exis t as to any party or person described in this provision. Notwithstanding anything he rein to the contrary, this indemnification provision shall survive the termination of the Agreement.
XIII. Insurance
A. Requirement: Vendor shall procure and maintain in fu ll force and effect for the duration of this Agreement, insurance protecting against claims for injuries to persons or damages to property which may arise from or in connection with performance of the Work hereunder by the Vendor, its agents, representatives, employees, or subcontractors.
B. Minimum Limits of Insurance: During the term of this Agreement, Contactor shall maintain insurance policies with coverage and limits no less than:
1. Commercial General Liability: $1,000,000 comb ined single limit per occurrence for comprehensive coverage including bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom, damage for premises/operations, products/completed op erations, independent contractors and contractual liability (specifically covering the indemnity), broad-form property damage, and underground, explosion and collapse hazard. This coverage may be achieved by using umbrella policy. The policy or policies must be on “an occurrence” basis (“claims made” coverage is not acceptable).
2. Commercial Automobile Liability (owned, non-owned and hired): $1,000,000 combined single limit per occurrence and for bodily and personal injury, sickness, disease or death, injury to or destruction of property, including loss of use resulting therefrom.
3. Workers’ Compensation and Employers Liab ility: Workers’ Compensation limits as required by the State of Georgia and Employers Liability of $1,000,000 per occurrence or disease.
4. Professional Liability, Technology Errors and Omissions, and Cyber Insurance Coverage:
$2,000,000 per claim and $4,000,000 in the aggregate is required, in the event that Vendor is performing design, engineering, or other professional services.
5. Professional Liability (Errors and Omis sions) and Coverage: $2,000,000 per claim and $4,000,000 in the aggregate. Vendor shall ma intain Technology Errors and Omissions Insurance, which must include coverage Multimedia Liability, Privacy Liability, Network Security Liability, Breach Costs Coverage (including Notificati on, Credit Monitoring, Forensics, Public Relations), and Regulatory Fines and Penalties asse ssed due to a Data (Privacy) Breach.
a) Technology Errors and Omissions insurance must cover liabilities, punitive damages, and claim expenses arising from errors, omis sions, or negligent ac ts in rendering or failing to render (1) all services promised, including but not limited to computer or information technology services, (2) products that perform the intended function or serve the intended purpose, and (3) violation of software copyright. b) Services insured, at a minimum, must in clude (1) systems analysis, (2) systems programming, (3) data processing, (4) system s integration, (5) outsourcing including outsourcing development and design, (6) systems design, consulting, development and modification, (7) training services relating to computer software or hardware, (8) management, repair, and maintenance of co mputer products, networks, and systems, (9) marketing, selling, servicing, distributi ng, installing and maintaining computer hardware or software, (10) data entry, modification, verification, maintenance, storage, retrieval or preparation of data output, and (11) any other services provided by the vendor.
c) Vendor shall maintain Privacy, Security, and Technology Insurance. i. Vendor’s policy must include coverage for (1) loss, disclosure, and theft of data in any form; (2) media and content rights in fringement and liabi lity (excluding patents and trade secrets) , including but not limited to, software copyright infringement; and (3) network security failure, including but not limited to, denial of service attacks and transmission of malicious code.
ii. The insurance coverage must include data breach regulatory fines and penalties, the cost of notifying individuals of a secu rity or data breach, the cost of credit monitoring services, and any other causally-related crisis management expense for up to one (1) year.
iii. The insurance coverage must also contain severability for the insured organization for any intentional act exclusions.
iv. If the coverage is provided on a claims-made basis, then it must be maintained for a period of two (2) years after acceptanc e of the deliverables and/or services provided in connection with this Agreement.
v. Additionally, such policy must cover cons equential or vicari ous liabilities (e.g., claims brought against the Vendor or its Affiliated Companies and their respective directors, officers, and employees due to the wrongful acts and failures committed by you) and direct losses (e.g., claims ma de by the Vendor and its Affiliated Companies and their respective directors, officers, and employees against you for financial loss due to your wrongful acts or failures).
d) Builder’s “All Risk” Insurance: In the event Vendor is performing vertical construction services under the Agreement, Vendor shall procure and maintain “All-Risk” Builder’s insurance, written on a commercially recognized policy form, providing coverage for the Work performed under the contract, and the materials, equipm ent or other items incorporated therein, while th e same are located at the co nstruction site, stored off- site, or at the place of manufacture. The policy limit shall be in a minimum amount equal to the “full insurable value” of such equipment and 100% of the value of the Agreement, including any additional costs which are normally insured under such policy. The insurance coverage shall incl ude boiler and machinery insurance on a comprehensive basis and include coverage against damage or loss caused by earth movement (including but not limited to earthquake, landslide, subsidence and volcanic eruption), fire, flood, hurrica nes, explosion, hail, light ing, weather, vandalism, malicious mischief, wind, collapse, riot, aircraft, smoke, or other cataclysmic events, and coverage against damage or loss cau sed by machinery accidents and operational and performance testing, co mmissioning and start-up, wi th extended coverage, and providing coverage for transit, with sub-limits sufficient to insure the full replacement value of the property or equipment removed from its site and while located away from its site until the date of final acceptance of the Work.
The making of progress payments to Vendor shall not be construed as relieving Vendor or its subcontractors or insurance carriers providing the coverage described herein for responsibility for loss or direct physical loss, damage or destruction occurring prior to final acceptance of the Work.
e) Commercial Umbrella Liability Covera ge: $2,000,000 in liability coverage per occurrence above the Agreements stated minimum coverage li mits for Commercial General Liability, Commercial Automobile, and Professional Liability policies of insurance.
C. Deductibles and Self-Insured Retention: Any deductibles or self-insurance retentions must be declared to and approved by C ounty so that County may ensure the financial solvency of Vendor. At the option of County, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects County, its officers, officials, and employees; or Vendor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Vendor sha ll pay all deductibles a nd be liable for all claims, losses and damages for which it self-insures.
D. Other Insurance Provisions: The policies are to contain, or be endorsed to contain, the following provisions:
1. General Liability and Umbrella/Excess Insurance
a) Additional Insured Requirement. Cobb Count y, its elected and appointed officials, officers, boards, commissions, officers, employees, representatives, servants, volunteers and agents (hereinafter referred to as “Insured Party” or “Insured Parties”) shall be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of Vendor; products and completed operations of Vendor, premises owned, leased, or used by Vendor . The coverage shall contain no special limitations on the scope of pr otection afforded to the Insured Parties. Nothing contained in this section shall be construe d to require Vendor to provide liability insurance coverage to the a ny Insured Party for claims asserted against such Insured Party for its sole negligence.
b) Primary Insurance Requirement. Vendor’s in surance coverage shall be primary and noncontributing insurance as respects to any other insurance or self-insurance available to the Insured Parties. Any in surance or self-insurance maintained by the Insured Parties shall be in excess of Vendor’s insurance and shall not contribute with it.
c) Reporting Requirement. Any failure to comp ly with reporting provisions of the policies shall not affect coverage provided to the Insured Parties. d) Separate Coverage. Coverage shall stat e that the Vendor’s insurance shall apply separately to each Insured Party against whom claim is made or suit is brought. e) Defense Costs/Cross Liability. Coverage shall be provided on a “pay on behalf” basis, with defense costs payable in addition to policy limits. There shall be no cross-liability exclusion.
E. Workers’ Compensation and Employers Liability Coverage: Vendor shall have and maintain in full force and effect for the duration of this Agreement, insurance protecting against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work by Vendor, its agents, representatives, employees or subcontractors.
The insurer shall agree to waive all rights of subrogation ag ainst County and its officers, officials, employees, and volunteers for losses arising from the work performed by Vendor for County.
F. Waiver of Subrogation: The insurers shall ag ree under each policy of insurance required by this Agreement to waive all rights of subrogation against the Insured Parties for losses arising from work performed by Vendor for County.
G. All Coverages:
1. Notice Requirement. Each insurance policy requi red by this Agreement shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days’ prior wr itten notice by certified mail, return receipt requested, has been given to County as provided in the Notice Section of this Agreement.
County reserves the right to accept alternate notice terms and provisions provided they meet the minimum requirements under Georgia law.
2. Acceptability. The insurance to be maintained by Vendor mu st be issued by a company licensed or approved by the Insurance Commissioner to transact business in the State of
Georgia. Such insurance shall be placed with insurers with a minimum AM Best’s Policyholder’s Rating of “A” or better and with a financial rating of Class VIII or greater or be otherwise acceptable to Cobb County.
3. Failure of Insurers. Vendor shall be responsible for any delay resulting from the failure of any insurer to furnish proof of coverage in the prescribed form.
H. Verification of Coverage: Vendor shall furnis h County with certificates of insurance and endorsements to the policies evidenci ng all coverages required by this Agreement. Additionally, the declarations page for each insura nce policy listed on the certificate of insurance shall be submitted to County. The cert ificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsement s shall be received and approved by County before any work commences. County reserves the right to require complete, certified copies of all required insurance policies at any time. Vendor shall provide proof that any expiring coverage has been renewed or replaced prior to the expiration of the coverage. Vendor’s failure to comply with this provision shall be considered a material breach of the Agreement.
I. Subcontractors: Vendor shall require all subcontractors to maintain insurance that is industry standard for the scope and risk of the services being provided by that subcontractor.
J. Failure to Comply: Failure to comply with all insurance requirements set forth in this Section and applicable to this agreement will not relieve Vendor from any liability under the agreement will not be construed to conflict with or limit Vendor’s indemnification obligation obligations under the agreement.
K. Duration: All insurance required by this Section must be maintained during the entire term of the agreement, including any renewal or extension terms, and until all Work has been completed to the satisfaction of County.
IX. Records: Retention and Confidentiality
A. Examination and Retention of Records. Vendor shall maintain, and County and its representatives shall have th e right to audit, examine, all books, records, documents, accounting procedures and practices, and other evidence sufficient to reflect properly all direct and indirect costs of whatever nature claimed to have been incurred and anticipated to be incurred for the Work or performance of the Contract and similar materials relating to work performed for County under this Contract on file for at least ten (10) years following the date of final payment to Vendor by County. Vendor shall maintain all books, records, work papers, documents, accounting ledgers, databases for at least ten (10) years following the date of final payment to Vendor by County. All records stored on a computer database must be of a format compatible with County’s. Any duly authorized representative(s) of County shall have access to such records for the purpos e of inspection, audit, and copy ing at reasonable times, during usual and customary business hou rs. All original doc uments, including, but not limited to, reports, plans, work papers, (including elec tronic copies), documents, data, and records developed in connection with the services performed hereunder shall belong to and remain the property of County. Vendor may retain electronic file s and reproducible copies of such documents.
B. Confidential Information. Vendor acknowledges that some information which may come into its possession or knowledge in connection w ith the Work may consist of confidential
information of County, its elected officials, or employees, the di sclosure of which to, or use by, third parties may be damaging to County, its elected offici als or employees and/or may violate applicable law(s). Vendor accordingly agrees to hold all such confidential information, together with all material cont aining confidential information, in strictest confidence, not to make use thereof other than as reasonably neces sary to perform according to this Agreement, and not to release or disclose any confidential information to any other person or entity except as may be required by law. Vendor shall inform and instruct all employees, subcontractors, or other agents or representatives of this obligation of confidentiality. Vendor shall immediately remove any of its employees, subcontractors, or other agents or representatives from performing work in connection with this Ag reement upon request of notice from County that County reasonably believes such person or entity has failed to comply with the confidentiality obligations hereunder. Any employee, subcontractor, or other agent or representative so removed shall be replaced as provided for in the staffing requirements of this Agreement. For the purposes hereof, “Confidentia l Information” includes, wit hout limitation, all personally identifiable data, trade secrets, copyrighted material, and other conf idential and proprietary information not subject to disclo sure or use, as such terms may be respectively defined in O.C.G.A. § 10-1-761, O.C.G.A. § 50-18-72, 45 CFR. §1 64.524, 45 CFR. § 84.14(d). “Confidential Information” further includes, without limitation, all employee data, personnel records, health records, physician and provider no tes, medical bills, claims, and other written information of a personal nature.
C. Open Records. Vendor acknowledges that County ’s disclosure of documentation is governed by Georgia’s Open Records Act, Act, O.C.G.A. § 50-18-70 et seq., and anything submitted to County is subject to rele ase as public information. If Vendor believes that part or parts of its submission may be exempted from disclosure, Vendor must specify page-by-page and line-by- line the parts of the submission, which it believes, are exempt. In addition, Vendor must specify which exception(s) are applicable and provide detailed reasons to substantiate the exception(s).
As required by law, Vendor is responsible for protecting its trade secrets and other proprietary information.
D. Request. To the extent practicable and not legally prohibite d, Vendor shall promptly notify County of any request for County information including any request required by law or judicial or regulatory process or pursuant to Georgia’s Open Records Act, O.C.G.A. § 50-18-70 et seq., prior to disclosing such informat ion. In no case shall such notification occur more than five business days after receipt of such request.
X. Notices
A. All written notices, demands, and other papers or documents to be delivered to County or Vendor under this Contract shall be delivered pe rsonally, by prepaid regi stered or certified mail return receipt requested, or by overnight receipted delivery se rvice to the following addresses:
1. If to Cobb County:
<insert department>
<insert address here>
Attention: <insert name here>___
Electronic notice to: <insert email address here, or specify N/A>
Cobb County Attorney
100 Cherokee Street, Suite 350
Marietta, GA 30090
2. If to Vendor:
Vendor Name
<address>
Attention: <insert name here>___
Electronic notice to: <insert email address here, or specify N/A> B. Any subsequent changes to place or places spec ified above shall be designated in writing by Vendor and County to the other.
XI. Relationship of the Parties
Vendor hereby covenants and declares that it is engaged in an independent business and agrees to perform the Work as an independent contractor and not as the agent or employee of County.
Nothing contained in this Agreement shall be construed to make Vendor or any of its employees, servants or subcontractors an employee, servant or agent of County for any purpose. Vendor agrees to be solely responsible for its own matters relating to the time and place the Work is performed and the method used to perform such Work; the instrumentalities, tools, supplies and/or materials necessary to complete the Work; hiring of subcontractors, agents or employees to complete the Work; and the payment of employees, including compliance with Social Security, withholding and all other regulations governing such matters. County will not withhold income or other taxes on the fees paid to Vendor under this Contract and Vendor shall be solely responsible for the payment of all such taxes. Vendor is not entitled to any of the benefits that County provides for County’s employees. Vendor agrees to be solely responsible for its own acts and omissions and those of its subordinates, employees, subcontractors, and suppliers during the life of this Agreement. Vendor specifically shall be responsible for sufficient supervision and inspection to ensure compliance in every respect with the Contract requirements. There shall be no contractual relationship between any subcontractor or supplier and County by virtue of this Agreement with Vendor. Any provisions of this Agreement that may appear to give County the right to direct Vendor as to the details of the services to be performed by Vendor or to exercise a measure of control over such services will be deemed to mean that Vendor shall follow the directions of County with regard to the results of such services only. It is further understood that this Agreement is not exclusive, and County may hire additional entities to perform Work related to this Agreement. Inasmuch as County and Vendor are independent of each other, neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other, unless otherwise expressly agreed to in writing signed by both Parties hereto.
Vendor agrees not to represent itself as County’s agent for any purpose to any party or to allow any employee of Vendor to do so, unless specifically authorized, in advance and in writing, to do
so, and then only for the limited purpose stated in such authorization. Vendor shall assume full liability for any contracts or agreements Vendor enters into on behalf of County without the express knowledge and prior written consent of County.
XIV. Georgia Security and Immigration Compliance Act
A. Immigration Compliance. County and Vendor agree that compliance with the requirements of O.C.G.A. § 13-10-91 and Rule 300-10-1-.02 of the Rules of the Georgia Department of Labor are conditions of this Agreement for the p hysical performance of services. Physical performance of services includes any performance of labor or services for a public employer using a bidding process or by contract wherein the labor or services exceed $2,499.99.
B. Vendor further agrees and represents that its compliance with the requirements of O.C.G.A. §13-10-91 and DOL Rule 300-10-1-.02 is attested to on the executed Exhibit “11-A” Contractor Affidavit and Agreement, included herein by reference.
C. Vendor further agrees and represents that:
1. Vendor (and any subcontractors, regardless of tier) shall fully comply with the requirements for completing Exhibit “11-C” Immigration Compliance Certification and that such certification shall be received by County prior to the commencement of any work under the contract or subcontract;
2. Vendor (or any subcontractor, regardless of tier) shall notify County within five (5) business days of entering into a contract or other agreement for hire with any subcontractor(s), regardless of tier;
3. Vendor shall be responsible for obtaining and providing to County Exhibit “11-B” Subcontractor Affidavit and Agreement and Exhibit “11-C” Immigration Compliance Certification, each incorporated herein by reference, from each subcontractor, regardless of tier, employed or retained for work under the contract prior to the commencement of any work under the contract or any subcontract;
4. County reserves the right to dismiss, or re quire the dismissal of, any contractor or subcontractor for failing to provide the required affidavit or certification and/or for failure to comply with the statutor y requirements of O.C.G.A. § 13-10-91 and/or for providing false or misleading information upon the required affidavit(s) or certification(s);
5. Any contractor and/or subcontractor retaining any other subcontractor to perform services under the contract shall provide legal notice to any subcontractor of the requirements of County for immigration compliance and further provide notice that County reserves the right to dismiss, or require the dismissal of, any contractor or subcontractor for failing to provide the required affidavit or certification and/or for failure to comply with the statutory requirements of O.C.G.A. § 13-10-91 and/or for providing false or misleading information upon the required affidavit(s) or certification(s);
6. Failure to comply with any of the requirement s and procedures of County (i.e., failure to timely supply required affidavits or compliance certification documents ; failure to utilize federal work authorization procedures; failure to permit or facilitate audits or reviews of records by county or state officials upon request; and/or failure to continue to meet any of the statutory or county obligations during the life of the contract) shall constitute a material breach of the Agreement and shall entitle Count y to dismiss any general contractor or to
require the dismissal of any s ubcontractor or sub/subcontractor (irrespective of tier) for failing to fully comply with these requirements;
7. Upon notice of a material breach of these provisions, Vendor (or subcontractor, regardless of tier) shall be entitled to cu re the breach within ten (10) days and provide evidence of such cure. Should the breach not be cured, County shall be entitled to all available remedies, including termination of the Contract, the requireme nt that a subcontractor be dismissed from performing work under the Contract, and any and all damages permissible by law.
D. Immigration Compliance Certification. Prior to commencing work under any contract for the physical performance of services, Vendor shall submit a completed Exhibit “11-C” Immigration Compliance Certification . Prior to allowing any other subcontractor to perform work under the contract, Vendor shall obtain a completed Exhibit “11-C” Immigration Compliance Certification from each subcontractor (regardless of tier) and submit the same to County.
XV. Conflict of Interest Affidavit
A. Vendor agrees and shall execute Exhibit “12” Conflict of Interest Affidavit attesting that it shall not engage in any activity or conduct that would result in a violation of the Cobb County Code of Ethics or any other similar law or regulation. Vendor certifies that, to the best of its knowledge, no circumstances exist that will cause a conflict of interest in performing the services required by this Agreement, that no employee of County, nor any member thereof, nor any public agency or official affected by this Agreement, has any pecuniary interest in the business of Vendor or his subcontractor(s) and that no person associated with Vendor or its subcontractor(s) has any interest that would conflict in any manner or degree with the performance of the Agreement.
Should Vendor become aware of any circumstances that may cause a conflict of interest during the Term of this Agreement, Vendor shall immediately notify County. If County determines that a conflict of interest exists, County may require that Vendor take action to remedy the conflict of interest or terminate the Agreement without liability. County shall have the right to recover any fees paid for services rendered by Vendor when such services were performed while a conflict of interest existed, if Vendor had knowledge of the conflict of interest and did not notify County within five (5) business days of becoming aware of the existence of the conflict of interest.
B. Vendor warrants that it and its subcontractor(s) have not employed or retained any company or person, other than a bona fide employee working solely for Vendor or its subcontractor(s), to solicit or secure this Agreement and that Vendor and its subcontractor(s) have not paid or agreed to pay any person, company, corporation, individual, or firm other than a bona fide employee working solely for Vendor or its subcontractor(s) any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award of this Agreement.
For any breach or violation of this provision, County shall have the right to terminate the Agreement without liability and, at its discretion, to deduct from the price, or otherwise recover, the full amount of such fee, commission, percentage, gift, payment, or consideration.
C. Vendor shall include the terms and conditions of Paragraphs A and B of this Section in all subcontractor agreements for Work to be performed under this Agreement.
XII. Miscellaneous.
A. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the rules, regulations, statutes, and laws of the State of Georgia will control. Any action or suit rela ted to this Agreement shall be brought in the Superior Court of Cobb County, Georgia, and Vendor submits to the jurisdiction and venue of such court. Prior to filing any claim or action related to this Contract, the parties may, but shall not be obligated to, submit such claim or action to non-binding mediation before a mediator mutually agreeable to the parties. The parties shall share equally in the costs of mediation.
B. Severability of Provisions. If a part or any provision of this Contract shall be deemed invalid or unenforceable under applicable law, said part shall be ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder of such provision or the remaining provisions of the Contract, which shall be interpreted so as to give the greatest effect possible thereto.
C. Review and Inspection of Work. Vendor shall produce progress reports or copies of any Work as performed under this Contract at any time as requested by County. Refusal by Vendor to submit progress reports shall be cause to wi thhold payment to Vendor until Vendor complies with County’s request in this regard, or cause for termination of this Contract.
D. Assignment. This Agreement is binding on the heirs, successors, and permitted assigns of the parties hereto. This Agreement may not be assigned by County or Vendor without the prior, written consent of the other party.
E. Third Party Beneficiaries. Neither party inte nds to directly benefit a third party by this Contract. The parties agree that no third party shall be entitled to assert a right or claim against either of them based on this Contract.
F. Materiality. Each term of this Agreement is material, and Vendor’s breach of any term of this Agreement shall be considered a material breach of the entire Agreement and shall be grounds for termination or exercise of any other remedies available to County at law or in equity.
G. Compliance with Laws. Vendor shall comply with all applicable federal, state, and local laws, codes, ordinances, rules, and regulations in performing under the Contract.
H. Amendment. No modification, amendment, or a lteration in the terms or conditions contained herein or in the Contract shall be effectiv e unless contained in a written document prepared with the same formality as the Contract and agreed to by both Parties in writing.
I. Preservation of Immunities. No provision of this Agreement shall be construed or interpreted so as to waive any of the immunities or protections otherwise afforded the parties by the Constitution, statutes, rules and regulations of the State of Georgia. Nothing contained in this Agreement shall be construed to be a waiv er of County’s sovereign immunity or any individual’s qualified good faith or official immunities.
J. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
K. Waiver. No failure by County to enforce any right or power granted under this Agreement, or to insist upon strict compliance by Vendor with this Agreement, and no custom or practice of
County at variance with the terms and conditions of this Agreement shall constitute a general waiver of any future breach or default or a ffect County’s right to demand exact and strict compliance by Vendor with the terms and conditions of this Agreement. Further, no express waiver shall affect any term or condition other than the one specified in such waiver, and that one only for the time and manner specifically stated.
L. Headings. All headings herein are intended fo r convenience and ease of reference purposes only and in no way define, limit, or describe the scope or intent thereof, or of this Agreement, or in any way affect this Agreement.
M. Time is of The Essence. With regard to all dates and/or time periods in this Agreement or any of the documents incorporated by reference into this Agreement and/or the mutually agreed to project plan, time is of the essence.
N. Subcontracts. Vendor shall be responsible for the work products and actions of all subcontractors. All subcontractors are subject to approval by County. Subcontractors must comply with the same insurance requirements as Vendor. Subcontractors must comply with the requirements of the Georgia Security and Immigration Compliance Act as set forth in this Agreement.
O. Liquidated Damages. The Parties acknowledge and agree that delays in the completion of the Work will result in damages to County and that the exact sum of such damages to County are impossible to precisely estimate and will be difficult to ascertain. If the Work is not completed in accordance with Exhibit “4-A” Project Schedule, then Vendor shall be required to pay County $100 per business day that the Work is delayed. The liquidated damages set forth in this section are intended to be, and the parties acknowledge and agree that (1) the liquidated damages are reasonably proportionate to and are a reasonable estimate of the probable loss that Owner is likely to incur as a result of delays, and (2) the liquidated damages are not intended to be a penalty.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, said parties have hereunto set their seals.
Vendor County
______________________________ ______________________________ Name and Title Lisa N. Cupid, Chairwoman
Vendor Name Cobb County Board of Commissioners
______________________________ ______________________________ Date Date
SEAL
Attest: Attest:
______________________________ ______________________________ Name and Title Pamela L. Mabry, County Clerk
Recommended by:
______________________________
Name and Title
Approved as to Form
______________________________
Cobb County Attorney’s Office
Exhibit “1” Invitation to Bid or Request for Proposal
Exhibit “2” Vendor’s Bid or Proposal
Exhibit “3” Vendor’s Price Quote
Exhibit “4” Vendor’s Statement of Work
Exhibit “4-A” Project Schedule
Exhibit “5” Vendor’s End User License Agreement (EULA), License, Software
Exhibit “6” Vendor’s Maintenance or Support Agreement
Exhibit “7” Vendor’s Service Level Agreement
Exhibit “9” Information Security
Information Security
1. General Provisions
1.1. Contractor represents and warrants that it will comply with all applicable federal, state, and local privacy and data protection laws, as well as all other applicable regulations.
1.2. Contractor shall implement administrative, physical, and technical safeguards to ensure the security of Protected Information that are no less rigorous than accepted industry practices including National Institute of Standards and Technology (NIST) 800-53, Center for Internet Security (CIS) controls, the In ternational Organization for Standardization’s standards: ISO/IEC 27001:2005 – Informatio n Security Management Systems – Requirements and ISO-IEC 27002:2005 – Code of Practice for Intern ational Security Management, the Information Technology Infras tructure Library (ITIL) standards, or other applicable industry standards for information security, and shall ensure that all such safeguards, including the manne r in which Protected Informa tion is collected, accessed, used, stored, processed, dis posed of and disclosed, comply with all applicable data protection and privacy laws, as well as the terms and conditions of this Agreement.
1.3. All employees and subcontractors given access to any Personally Identifiable Information (PII) or Restricted or Protected Information such as information protected as or by Payment Card Industry Data Security Stan dard (PCI DSS), PII, Health Insurance Portability and Accountability Act (HIPAA), Criminal Justice Information Services (CJIS), etc. must agree to abide by the term s of the Agreement and restrict the use of Protected Information only for subcontractor’s or employees’ internal business purposes and only as necessary for the execution of the Agreement.
1.4. Contractor shall maintain current supported operating system for Cobb County systems.
1.5. Contractor shall provide evidence of background check completion.
1.6. If any regulator, or any subpoena, warrant, or other court or administrative order, requires Contractor to disclose or provide County Data to a regulator or to any third party, or to respond to inquiries concerning the processing of County Data, Contractor shall promptly notify County, unless prohibited by applic able law. Following such notification, Contractor shall reasonably c ooperate with County in its re sponse, except to the extent otherwise required by applicable law.
1.7. County consents to Contractor’s use of subcon tractors to provide aspects of the Services and to Contractor’s disclosure and provisi on of County Data to those subcontractors.
Contractor shall be responsible for the performance of its subcontractors. Contractor shall ensure subcontractors are subject to contract ual obligations which are the same as or equivalent to those imposed on Contractor with regard to the processing of County Data.
Contractor shall maintain a list of its subcontractors on its company website under the Privacy page. Contractor shall inform Count y of any intended changes concerning the addition or replacement of any subcontractor within a reasonable time prior to implementation of such change. In the event of County objecting to such change, Contractor shall make reasonable efforts to address County’s concerns (including making reasonable efforts to find an alternative subcontractor).
1.7.1. Contractor shall comply and shall re quire its personnel and subcontractors’ personnel to comply, with a ll applicable laws, rules, and regulations, as well as County policies and standards in effect during the performance of this Agreement, including (without limitation) County’s reasonable conf identiality requirements, County’s policies, standards and procedures regarding data access, security, personnel conduct, safety, and ethics, including spoken directives of County facility staff. In the event that any of Contractor’s or a subcontractor’s personnel do not comply with such requirements, County, in its sole reas onable discretion, may have the personnel’s access revoked and/or have such personnel removed from the premises.
2. Compliance
2.1. If, in the course of this engagement, Contract or has access to or wi ll collect, access, use, store, process, dispose of or disclose credit, debit, or other payment cardholder information, Contractor shall at all time s remain in compliance with the PCI DSS requirements, including remain ing aware at all times of changes to the PCI DSS and promptly implementing all procedures and prac tices as may be necessary to remain in compliance with the PCI DSS at Contractor’s sole cost and expense.
2.2. If, in the course of this engagement, Contract or has access to or wi ll collect, access, use, store, process, dispose of or disclose protected health information, Contractor shall at all times remain in compliance with HIPAA requi rements, including remaining aware at all times of changes to HIPAA and promptly imp lementing all procedur es and practices as may be necessary to remain in compliance wi th HIPAA at Contractor’s sole cost and expense.
2.2.1. Contractor agrees to execute and inco rporate into this Agreement a Business Associate Agreement if and when it is necessary under HIPAA, including any regulations promulgated thereunder, including as a result of a change in the Services or the manner in which they are provided.
2.3. If, in the course of this engagement, Contract or has access to or wi ll collect, access, use, store, process, dispose of or disclose criminal justice inform ation, Contractor shall at all times remain in compliance with CJIS requi rements, including remaining aware at all times of changes to CJIS and promptly implementing all procedures and practices as may be necessary to remain in compliance with CJIS, including certifying staff for background check and training, at Contractor’s sole cost and expense.
2.4. In respect of Personal Data provided to C ontractor by County in connection with the Agreement, Contractor shall comply and shall ensure that its personnel complies, with the requirements of state, federal, and national privacy laws and regulations governing such Personal Data in Contractor’s possession or under its control and applicable to Contractor’s provision of Services.
2.5. Contractor shall notify County, without undue delay , of any breach of security leading to
the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to County Data in Contractor’s possession or under its control (a “Data Breach”).
Each party shall reasonably cooperate with the other with respect to the investigation and resolution of any Data Breach including, in th e case of Contractor, prompt provision of the following, to the extent then known to Contractor: (i) the possible cause and
consequences of the Data Breach; (ii) the categories of County Data involved; (iii) a summary of the possible consequences for th e relevant users; (iv) a summary of the unauthorized recipients of County Data; and (v) the measures taken by Contractor to mitigate any damage. Upon confirmation of any vulnerability or bre ach of Contractor’s security affecting County Da ta in Contractor’s custody an d control, Contractor shall modify its processes and security program, as necessary, to mitigate the effects of the vulnerability or breach upon such County Data.
3. Data Security
3.1. Contractor shall ensure all County Data re mains within the United States and is not processed, stored, transmitted, or disposed of out of the country without the prior written authorization by County.
3.2. Where possible, Contractor shall remove, disable or change all default credentials prior to placing equipment into production. Removal is preferable.
3.3. Contractor shall uninstall or disable unnecessary programs and servic es prior to placing equipment into production. Uninstalling is preferable.
3.4. Contractor shall implement and maintain commercially reasonable technical and organizational security measures designed to meet the following objectives: (i) ensure the security and confidentiality of County Data in the custody of and processed by Contractor; (ii) protect against any anticipated threats or hazards to the security or integrity of such County Data; (iii) protect against unauthorized access to or use of such County Data; and (iv) ensure that Contractor’s return or disposal of such County Data is performed in a manner consistent with Contractor’s obligations under items (i)-(iii).
3.5. Contractor shall store all County backup data as part of its designated backup and recovery processes in encrypted form , using a commercially supp orted encryption solution.
Contractor shall encrypt all County confid ential data. Encrypti on solutions will be deployed with no less than a 128-bit encryp tion key using the Advanced Encryption Standard (AES). The encryption standards apply to data at rest and data in motion.
3.6. Contractor shall use Transport Layer Security (TLS) protocol TLS 1.2 or higher.
3.7. If any user requests Contractor to provide them with information relating to processing of their Personal Data, or to make changes to their Personal Data, Contractor shall promptly notify County of the request, un less otherwise required by applicable law. County may make changes to User Data using the feat ures and functionality of the Application.
Contractor shall not make changes to User Data except as agreed in writing with County.
Contractor shall process County Personal Data only as necessary to provide the Services, and in accordance with County’s written inst ructions. This Agreement and County’s use of the Application’s features and functionality are County’s in structions to Contractor in relation to the processing of County Personal Data.
3.8. County is solely responsible for its data retention obligations with respect to County Data.
County may export County Data from the Application at any time during the Agreement Term, using the Application’s then existing features and functionality, at no additional charge. County may delete County Data on its Instances at any time. Contractor s hall
delete County’s Instances (and any data remaining on such Instances) upon termination or expiration of the Agreement.
3.9. All rights, title, and in terest in and to County Data are and shall remain the property of County. County understands that certain app lications will not function absent County Data, and as such, County shall provide digita l files, in the form and format and on the schedule specified by Contractor, County Data, and other information reasonably required for Contractor’s performance of its obligations under the Agreement. Subject to the terms of the Agreement, County hereby grants to Contractor throughout the term of the Agreement (and after the term solely as reasonably necessary for the performance of Contractor’s post-termination obligations to C ounty) the rights to use, reproduce, store, distribute, modify, cache, and transmit County Data via the applicable Application solely to the extent necessary for Contractor to provide the Services or otherwise perform its obligations under the Agreement. Contractor shall allow access to County Data on a need to know basis using the principle of least privilege.
3.10. County Data will be and remain the propert y of County. Contractor may not use County Data for any purpose other than to rende r the Services. No County Data will be sold, assigned, leased, or otherwise disposed of to third parties or commercially exploited by or on behalf of Contractor (or any of its Subcontractors). Neither the Contractor nor any of its Subcontractors may possess or assert any lien or other right against or to County Data. Without limiting the generality of the foregoing, (a) the Contractor may use County Data only as strictly necessary to render th e Services and must restrict access to such information to Contractor Personnel on a strict need-to-know basis, and (b) the Contractor will not download, copy, transmit or make available any County Data to any third party, except as expressly permitted by this Agreement.
3.11. When County Data is in the Contractor ’s possession or under the Contractor’s control and an event occurs that prevents or hinders the access to or reliable use of such County Data, the Contractor will re-create or restore such data immediately, or in any case, as soon as reasonably practicable, to the last scheduled back-up applicable to such County Data in accordance with the Contractor’s responsibilities hereunder. Any such re-creation or restoration will be at the Contractor’s expense and County will not be subject to any charge in connection therewith.
3.12. The Contractor will maintain a comprehe nsive Security Program in compliance with (i) County Rules and (ii) the Federa l Information Security Management Act (FISMA), 44 U.S.C. § 3541 et seq . The content and implementation of the Security Program and associated technical, organizational, and security measures will be fully documented by the Contractor.
4. Right to Audit
4.1. Vendor shall provide County Information Secur ity Team with the most recent Service Organization Control 2 (SOC 2) Type 2 Report upon request to assess the effectiveness of security processes by observing operations for at least three months, but preferably 6-12 months.
4.2. Contractor shall maintain compliance with industry standards and applicable governing frameworks such as Statement on Standards for Attestation Engagements (SSAE) and the International Organization for Standardization (ISO) (e.g., SSAE 16, ISO 27001, and ISO 27018) throughout the Agr eement Term. Contract or shall make avai lable to County, annually and upon request, all information necessary to demonstrate compliance with its
obligations. Contractor shall allow for and c ontribute to audits c onducted by County, or third-party auditor mandated by County, under the following parameters:
4.2.1. County may elect to conduct an audit not more than once within any 12-month period at no cost to County. Any additional audits within the same 12-month period shall be subject to a reasonable fee;
4.2.2. Third-party auditors mandated by Count y shall enter into confidentiality agreements with Contractor that are no le ss restrictive than those set out in this Agreement;
4.2.3. County provides reasonable prior notice of such request for an audit;
4.2.4. County ensures such audit shall not be unreasonably disruptive to Contractor’s business; and
4.2.4.1.1. Neither County nor its auditors shall be permitted to make unaccompanied site visits or to logically access Contractor’s IT systems.
5. Confidential Information
5.1. Contractor’s employees, agents, and subcontractors may have access to confidential data maintained by County to the extent necessary to carry out Contractor's responsibilities under the Agreement. Contractor shall presume that all information received pursuant to the Agreement is confidential unless otherwise designated by County. If it is reasonably likely Contractor will have access to County’s confidential information, then:
5.1.1. Contractor shall provide to County a writ ten description of C ontractor's policies and procedures to safeguard confidential information;
5.1.2. Policies of confidentiality shall address, as appropriate, information conveyed in verbal, written, and electronic formats;
5.1.3. Contractor must designat e one individual who shall remain the responsible authority in charge of all data collected, used, or disse minated by Contractor in connection with the performance of the Services; and
5.1.4. Contractor shall provide adequate supervision and training to its agents, employees, and subcontractors to ensure compliance with the terms of the Agreement.
5.2. The private or confidential da ta shall remain the property of County at all times. Some services performed for County may requ ire Contractor to sign a nondisclosure agreement. Contractor understands and agrees that refusal or failure to sign such a nondisclosure agreement if required, may result in termination of the Agreement.
5.3. No confidential data collected, maintained, or used in the course of performance of the Services shall be disseminated except as au thorized by law and with the written consent of County, either during the period of the Agre ement or thereafter. Any data supplied to or created by Contractor shall be considered the property of Count y. Contractor shall return any and all data collected, maintained, created, or used in the course of the
performance of the Services, in whatever form it is maintained, promptly at the request of County.
5.4. In the event that a subpoena or other legal process is served upon Contractor for records
containing confidential inform ation, Contractor shall pr omptly notify County and cooperate with County in any lawful effort to protect the confidential information.
5.5. Contractor shall immediately report to County any unauthorized disclosure of confidential information.
5.6. Contractor’s confidentiality obligation under the Agreement shall survive termination of the Agreement.
6. Termination
6.1. Following the termination or expiration of this Agreement, Contractor shall offer transition assistance, which may include, to the extent practicable, an export of County Data from the applicable Application or Instance. To the extent Contractor makes available to County an Application Program Interface (API) or other means to assist with such transition, the API shall be Contractor’s Confidential Information, and County is granted a personal, non- sublicensable, nonexclusive, non- transferable, limited license to use the API solely for County’s internal use for exporting County’s content from the existing system to the new County system. County shall not (a) copy, rent, sell, disassem ble, reverse engineer, or decompile (except to the limited extent expressly authorized by applicable statutory law), modify, or alter any part of the API, or (b ) otherwise use the API on behalf of any third party. The API license shall automatically te rminate in the event County breaches this Section or immediately upon notice from Contractor.
6.2. Upon termination of this Agreement and transfer of data to Count y, Contractor shall sanitize/erase, destroy, and render unrecoverable all County Data still in its possession and certify in writing that these actions have been completed within thirty (30) days of the termination of this Agreement and transfer of data or within seven (7) days of the request of an agent of County, whichever shall co me first. At a minim um, a “Clear” media sanitization is to be performed according to the standards enumerated by the National Institute of Standards, Guidelines fo r Media Sanitization, SP800-88, Appendix A (http://csrc.nist.gov/).
6.3. In order to protect the intere sts of the public, Contractor ag rees that upon termination of this Contract for any reason, it shall provide sufficient effo rts and cooperation to ensure an orderly and efficient transition of services to County or another contractor. Contractor shall provide full disclosure to County and third-party contractor of the equipment, Software, Licenses, and Services required to perform for County. Contractor shall transfer licenses or assign agreements for any Software or third-party services used to provide the Services to County or to another contractor.
Further, in the event that County has entered into or enters into agreements with other contractors for additional work related to services rendered under the Contract, Contractor agrees to cooperate fully with such other contractors. Contractor shall not commit any act, which will interfere with the performance of work by any other contractor.
Exhibit “10-A” Change Control Definitions and Process
1. Change Control Definitions and Process
Project scope and schedule changes to Exhibit “4” Vendor’s Statement of Work shall be addressed through this Change Control Process using Exhibit “10-B” Change Order Form. Any changes shall be documented, re viewed, and mutually agreed upon by the Parties. The Change Order Form shall document the scope of work and a fee. Implementation of the change shall be factored into the initial project plan and a modified completion date for the project will be detailed, if necessary. The hourly bill rate for all change orders is $______ USD.
2. Change Control Definitions
a. “Change Control” describes the process for managing potential project changes. b. “Change Request” is an informal request by Customer or Vendor to modify the scope, schedule, and/or budget of the Profes sional Services to be provided pursuant to SOW-#.
c. “Change Order” is a formal amendment to SOW-#.generated by Vendor signed by both parties.
3. Change Control Process
The following provides a summary of the proce ss to follow if a change to this SOW is desired:
a. Customer or Vendor submits a written (email acceptable) Change Request including the following:
i. change description, detailing what is to be amended from this SOW ii. rationale for the change
iii. impact the change may have on the Professional Services b. Both Customer and Vendor review the Change Request to determine the merits of the request and the impact of on the fees, schedule, scope, and other terms and conditions of the SOW that may result from the implementation of the Change Request. c. The parties decide either to accept or to reject the change. d. Vendor prepares a Change Order, which in cludes a description of the applicable changes to scope, estimated fees, planned resources, timeline, and any other terms. e. Vendor submits Change Order to Customer for final review and approval. f. Vendor executes the Change Order and sends to Customer. g. Customer executes the Change Order, and if applicable, generates a purchase order associated with that Change Order.
The Professional Services described in the fully executed Change Order will be performed by Vendor as included as part of the Exhibit “4” Vendor’s Statement of Work.
Exhibit “10-B” Change Order Form
Change Order No. X (“Change Order”) by and be tween County and Vendor Name (“Vendor”) is subject to all the terms and conditions of Exhibit “4” Vendor’s Statement of Work (“SOW”) in the Agreement between County and Vendor Name dated mm/dd/yyyy.
The Parties agree to revise the scope and budget of the SOW as follows:
1. Change Order Summary
This Change Order is necessary to redefine the requirements to accommodate changes requested by the County for <insert description here>.
2. Tasks Removed from Scope
The tasks below have been removed from the scope of the project:
# Task
1 2
3 3. Tasks Added to Scope
The tasks below are added to the scope of the project:
# Task
1 2
3 4. Estimated Hours
The Change Order represents an update to the Budgetary Guidance set forth in SOW-X as follows:
Change Order Scope Estimated Time
to Complete (in
hours)
1 2
3
Totals Hours:
5. Change Order Effect on SOW-X Scope Hours and Cost
Original
SOW
Budgetary
Guidance
Original
Project
Scope
Hours
Chang
e
Order
#
Increase
(Decrease)
Hours
Increase
(Decrease)
Cost
New
Project
Scope
Hours
New Project
Budget
Total Project Hours and Budget
6. Change Order Payment Terms
Actual professional services under this Change Order will be billed at an hourly rate of at $xxx.xx USD and invoiced monthly with net 30 payment terms.
If no Bill Rate is provided above, billing for ac tual professional services under this Change Order will be agreed to by the Parties and will include:
Bill Rate
Invoice Frequency
Net Payment Terms
If travel and expenses (T&E) are expected, detail s are included in this formal Change Order and will be agreed to and executed between the Parties.
Exhibit “11-A” Contractor Affidavit and Agreement
CONTRACTOR AFFIDA VIT AND AGREEMENT
By executing this affidavit, the undersigned Contractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm or corporation which is contracting with Cobb County, Georgia, has registered with, is authorized to use, and is participating in a federal work authorization program (an electronic verification of work authorization program operated by the U.S. Department of Homeland Security or any equivalent federal work authorization program operated by the U.S. Department of Homeland Security to verify information of newly hired employees, pursuant to the Immigration Reform and Control Act of 1986 (IRCA)). The undersigned Contractor further attests that it will continue to use the federal Employment Eligibility Verification (EEV) work authorization program throughout the Contract period.
The undersigned further agrees that should it employ or contract with any subcontractor(s) or should its subcontractor(s) employ other subcontractor(s) for the physical performance of services pursuant to the contract with Cobb County, Georgia, the contactor or subcontractor will:
(1) Notify County within five business days of entering into a contract or agreement for hire with any subcontractor(s);
(2) Secure from any subcontractor(s) and/or their subcontractor(s) verification of compliance with O.C.G.A. § 13-10-91 on the attached Exhibit “11-B” Subcontractor Affidavit and Agreement prior to the commencement of any work under the contract/agreement; (3) Secure from any subcontrac tor(s) and/or their subc ontractor(s) a completed Exhibit “11-C” Immigration Compliance Certification prior to the commencement of any work under the contract/agreement;
(4) Provide the subcontractor(s) with legal notice that Cobb County, Georgia, reserves the right to dismiss, or require the dismissa l of, any Contractor or subcontra ctor for failing to provide the affidavit and/or for failure to comply with the requirements referenced in the affidavit; (5) Maintain records of such compliance for a period of five (5) years and provide a copy of each such verification to Cobb County, Georgia, at the time the subcontractor(s) is retained to perform such services or upon any request from Cobb County, Georgia; and (6) Allow the audit or review of records of compliance by County upon request.
______________________________________ _________________________________________ ____ EEV (E-Verify) Program Number EEV Program Date of Authorization ____________________________ _________________________________ BY: Authorized Officer or Agent Contractor Business Name [Contractor Name]
___________________________________ ________________________________ Printed Name Date
SWORN AND SUBSCRIBED BEFORE ME
ON THIS THE ____ DAY OF ____________, 202_
_______________________________________
Commission Expires: __________________ Version 09-20-2013
Exhibit “11-B” Subcontractor Affidavit and Agreement
SUBCONTRACTOR AFFIDA VIT AND AGREEMENT
By executing this affidavit, the undersigned subcontractor verifies its compliance with O.C.G.A. § 13-10- 91, stating affirmatively that the individual, firm or corporation which is engaged in the physical performance of services on behalf of Cobb County, Georgia, has registered with, is authorized to use, and is participating in a federal work authorization program (an electronic verification of work authorization program operated by the U.S. Department of Homeland Security or any equivalent federal work authorization program operated by the U.S. Department of Homeland Security to verify information of newly hired employees, pursuant to the Immigration Reform and Control Act of 1986 (IRCA)). The undersigned subcontractor further attests that it will continue to use the federal Employment Eligibility Verification (EEV) work authorization program throughout the contract period.
The undersigned further agrees that should it employ or contract with any subcontractor(s) or should its subcontractor(s) employ other subcontractor(s) for the physical performance of services pursuant to the contract with Cobb County, Georgia, the contactor or subcontractor will:
(1) Notify County within five business days of entering into a contract or agreement for hire with any subcontractor(s);
(2) Secure from any subcontractor(s) and/or their su bcontractor(s) verification of compliance with O.C.G.A. § 13-10-91 on the Exhibit “11-B” Subcontractor Affidavit and Agreement prior to the commencement of any work under the contract/agreement;
(3) Secure from any subcontractor(s) and/or their subcontractor(s) a completed Exhibit “11-C” Immigration Compliance Certification prior to the commencement of any work under the contract/agreement;
(4) Provide the subcontractor(s) with legal notice that Cobb County, Georgia, reserves the right to dismiss, or require the dismissal of, any Contractor or subcontractor for failing to provide the affidavit and/or for failure to comply with the requirements referenced in the affidavit; (5) Maintain records of such compliance and provide a copy of each such verification to Cobb County, Georgia, at the time the subcontractor(s) is retained to perform such services or upon any request from Cobb County, Georgia; and
(6) Maintain such records for a period of five (5) years. ______________________________________ _________________________________________ ____ EEV (E-Verify) Program Number EEV Program Date of Authorization ____________________________ _________________________________ BY: Authorized Officer or Agent Subcontractor Business Name [Subcontractor Name]
___________________________________ ________________________________ Printed Name Date
SWORN AND SUBSCRIBED BEFORE ME
ON THIS THE ____ DAY OF ____________, 202_
_______________________________________
Commission Expires: __________________ Version 09-20-2013
Exhibit “11-C” Immigration Compliance Certification
EMPLOYER IMMIGRATION COMPLIANCE CERTIFICATION
(To be completed by Contractor and all subcontractors prior to contract initiation, every six months after commencement of work, and at any time there is a change in personnel assigned to the Project.) I certify to the Cobb County Board of Commissioners that the following employees will be assigned to the <…>:
I further certify to Cobb County, Georgia the following:
1. The E-Verify program was used to verify the employment eligibility of each of the above-listed employees hired after the effective date of our contract to use the program;
2. We have not received a Final Nonconfirmation response from E-Verify for any of the employees listed;
3. If we receive a Final Nonconfirmation response from E-Verify for any of the employees listed above, we will immediately terminate that employee’s involvement with the Project;
4. I have confirmed that we have an I-9 on file for every employee listed above and that to the best of my knowledge all the I-9s are accurate;
5. To the best of my knowledge and belief, all of the employees on the above list are legally authorized to work in the United States;
6. If any other employee is assigned to this Cobb County project, a certification will be provided for said employee prior to the employee commencing work on the Project.
To the best of my knowledge and belief, the above certification is true, accurate and complete.
Sworn to by: Employer Name & Address:
_________________________________ _______________________________ Signature of Officer
_________________________________ _______________________________ Printed Name/Title
_________________________________ _______________________________ Date
SWORN AND SUBSCRIBED BEFORE ME
ON THIS THE ____ DAY OF ____________, 202_
_______________________________________
Commission Expires: __________________ Version 09-20-2013
Exhibit “12” Conflict of Interest Affidavit
As a duly authorized representative of Vendor Name (“Vendor”), I, <insert affiant’s name>, <insert affiant’s title>, certify that to the best of my knowledge that Vendor did not engage in any activity or conduct that would result in a violation of the Cobb County Code of Ethics or any other similar law or regulation, that no circumstances exist that will cause a conflict of interest in performing services for Cobb County, Georgia, that no employee of Cobb County, nor any public agency official or employee affected by this Agreement has any pecuniary interest in the business of this firm, associates or consultants of this firm, or the firm’s parent firm, subsidiary, or other legal entity of which this firm is a part, and that no person associated with or employed by this firm has any interest that would conflict in any way, manner or degree with the performance of services for Cobb County, Georgia.
_____________________
Signature
_____________________
Printed Name and Title
_____________________
Date
Subscribed and sworn before me
on this the ____ day of ____________, 20___.
_____________________________
Notary Public
My Commission Expires: ____________________
1 ADDENDUM NO. 1
Sealed Proposal # 24-6833
Request for Proposals
Human Resource Information Systems and Related Products and Services Cobb County Procurement Services Department
Date: July 18, 2024
The following addendum hereby amends and/or modifies the Proposal Documents and specifications as originally issued for this project. All proposers are subject to the provisions of this Addendum.
This Addendum consists of:
• Minutes, Questions and Clarifications from Pre-Proposal Meeting on July 10, 2024 • Sign-In Sheet(s) from Pre-Proposal Meeting
• Questions Submitted in Writing
Receipt of addendum MUST be acknowledged in the submitted proposal. It is the Proposer’s ultimate responsibility to ensure that they have all applicable addenda prior to proposal submittal.
This acknowledgment form must be signed, dated, and included with your submitted proposal
__________________
Company Name Date
Signature
Print Name
All proposals must be received before 12:00 (noon) by the Proposal Close date. Proposals shall be delivered to Cobb County Procurement Services Department, 122 Waddell Street, Marietta, GA 30060.
Exhibit “B” Owner’s Request for Proposal #24-6833
2 ADDENDUM NO. 1
Sealed Proposal # 24-6833
Request for Proposals
Human Resource Information Systems and Related Products and Services Cobb County Procurement Services Department
Date: July 18, 2024
A. Pre- Proposal Meeting – 2:00 PM, July 10, 2024 (Virtual)
1. Proposal Submission Procedures
• Proposals are due August 8 , 2024 before 12:00 PM, noon , at the Cobb County Procurement Services Department, 122 Waddell Street NE, Marietta, GA 30060. For GPS directions, please use the following address: 121 Haynes Street, Marietta, GA 30060. • Late proposals will not be accepted.
• Proposals will be opened at 2:00 PM on the same day at the Cobb County Procurement Services Department, 122 Waddell Street NE, Marietta, GA 30060.
• The proposal opening may also be watched on Cobb County’s government access channel TV23 or the website (www.cobbcounty.org
).
• A Georgia Security & Immigration Act Affidavit (Exhibit A) must be included with the proposal. It must be signed and notarized; it must include the E-Verify number to be deemed as completed; if it is not included the proposal will be deemed non-responsive. • Mark all packages with the company name and proposal number. Use the label in the proposal package.
• If addenda are issued, receipt of each addendum MUST be acknowledged in the submitted proposal.
It is the Proposer’s ultimate responsibility to ensure that they have all applicable addenda prior to proposal submittal. The acknowledgement form issued with each addendum must be signed, dated, and included with your submitted proposal. Failure to acknowledge addenda may result in the proposal being deemed nonresponsive. Addenda can be located at www.cobbcounty.org/ procurement-services.
• One (1) original, one (1) copy and five (5) flash drives, each containing an identical electronic copy, of the proposal, must be submitted. Mark the box with the original copy with number 1. • All questions must be submitted to Cobb County Procurement Services Department by July 17, 2024 at 5:00 PM. Questions may be faxed to (770) 528 –8428 or emailed to [email protected]. Please reference the proposal number and proposal title on all questions.
• See the attached sign in sheet from the Pre-Proposal conference.
2. General Notes Presented During Pre-Proposal Meeting
• The intent of this RFP is to provide Participating Public Agencies with a full range of solutions to meet their human resource information system (HRIS) or human capital management (HCM) needs.
• Cobb County, GA has partnered with OMNIA Partners, Public Sector to award a contract from this solicitation and make it available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities and agencies for the public benefit.
3 • An overview of OMNIA Partners Public Sector and its divisions, including contracting, marketing, account management and partner development, that assist suppliers and agencies with contracts was provided.
• Reviewed Attachment A – OMNIA Partners Requirements and what must be submitted with the response:
o The following must be submitted: Exhibits A, F, G
o Review Exhibit B with your legal department and provide any redlines with response. o The following are examples/informational in nature: Exhibits B, C, D, E, H o While some of the exhibits are examples, any exceptions to any exhibit or any terms and conditions shall be submitted with the response.
o For Exhibit E, proposers shall submit a sample of their reporting template if already in use with a contract.
o For Exhibit G, complete even if no business is conducted in New Jersey (for future use, if necessary) but note “No Business Conducted in New Jersey” on the top of the first page.
• Include any exceptions to Cobb County’s sample contract or terms & conditions in your proposal response.
3. Questions Asked During Pre-Proposal Meeting
(questions may be paraphrased for brevity)
Question: How do agencies get word about this contract once awarded? Answer: The OMNIA Partners marketing team works with the supplier’s marketing team on all aspects of marketing including email, social media, etc. OMNIA Partners also has a partner development team that works with the supplier’s management team and sales team on training and strategy on the contract. OMNIA also has an inside sales team that works to market the contract along with OMNIA’s regional managers that market the contracts to agencies around the country.
Question: Are there any functional requirements? Is there a functional requirements document? Answer: No. The County is looking to offer a broad selection of products and services contained in this RFP, under this OMNIA contract.
Question: If there are, can we get an extension?
Answer: No extension will be granted at this time.
Question: When will questions be answered after the July 17th deadline? Answer: Questions will be answered as soon as possible. The County anticipates having the last addendum issued no later than July 25, 2024.
Question: Is the County intending to utilize the chosen system(s)? Answer: With the potential for a multiple award for this contract, the County may elect to use one or several of the systems selected.
Question: Will those suppliers that respond and meet the requirements be awarded a contract? Answer: This is not a pass/fail. The responses will be evaluated and ranked by a committee with the committee deciding if there will be a single award or if this will be a multiple award contract.
Question: Is implementation, setup, etc. included?
Answer: Yes. The intent is to award a contract that includes all systems and services up to and including maintenance and support.
4 Question: Is there a specific price sheet?
Answer: No. Proposers may include their own pricing sheet and structure, which can include percentage discounts, discounted pricing or both. Proposers may also include a tiered structure if applicable. If pricing is a lengthy Excel spreadsheet or is included as a link to a website page, proposers may include on the flash drive only as long as it is noted in the physical copies of the response.
Question: What agencies use these contracts? What size? Is there a list? Answer: OMNIA contracts are utilized by agencies large and small. The agencies can include city, county, state, K-12, higher education and non-profits.
Question: If we currently hold an OMNIA contract, do we have to respond to this solicitation? Answer: Responding to this solicitation is a business decision that each proposer needs to make.
Question: Can you explain more about not allowing responses for an HRIS that is part of an RFP? Answer: The County is not interested in contracting for an ERP system that contains an HRIS system as part of it. If a proposer offers an HRIS system that is a standalone module from an ERP, and does not need the ERP to function alongside it, a response is welcome.
Question: What does the County currently use?
Answer: The County currently uses:
• UKG (formerly Kronos) for Timekeeping
• CGI Advantage Financial for Payroll & Employee Data
• NeoGov for Applicant Tracking
• SumTotal for Performance Management and Learning Management
Question: Could we get a list of current HRIS and HCM systems (based on pg. 2- 3 of functional requirements) the County could possibly consider replacing? Answer: See above.
Question: We only do applicant tracking and onboarding. Are you looking for something like that for the contract?
Answer: The County is looking to offer a broad selection of products and services under this OMNIA contract, so you are welcome to submit a proposal for evaluation.
Question: We focus on change management. Is there an opportunity for to provide pricing or a service matrix?
Answer: The County is looking to offer a broad selection of products and services under this OMNIA contract, so you are welcome to submit a proposal for evaluation. You are also encouraged to look at teaming opportunities with other interested suppliers.
B. Questions Submitted in Writing:
Question: What is the total budget allocated for this project? Answer: There is no allocated budget for this project. Cobb County anticipates spending $1.5 million over the full term of the contract while the national opportunity is anticipated to be $200M annually.
5 Question: Can work shared between onshore and offshore team, onshore being customer facing consultants and technical work can been accomplished by offshore?
Answer: Yes, as long as the requirements of the RFP are met as well as the Georgia Immigration and Compliance Act (E-Verify).
Question: Are there any specific integrations required with existing County systems? If so, which ones? Answer: The system is required to integrate with the payroll processing system to bring over hours. There will also need to be an integration with the HR ERP system (CGI Advantage Financial) which tracks employees.
Specific employee information is imported into the timekeeping system on a daily basis. This includes new employees and updated job location information. Include a list of compatible integrations that work with the proposed solution as part of the response.
Question: What is the expected timeline for implementation and go-live? Answer: Implementation for each participating agency will depend on the agency and the negotiated timeline.
This solicitation is not for a single implementation but for a national program which participating agencies can piggyback off for solutions.
Question: How many users (HR staff, managers, employees) are expected to use each module of the system? Answer: The user count could vary for each participating agency. Cobb County currently has approximately 5,500 employees.
Question: What are the expectations for ongoing support and maintenance after implementation? Answer: Ongoing maintenance is a requirement for any proposed system. Proposer shall also provide releases which shall include functionality upgrades and any necessary security updates.
Question: Can you provide more details on the current system being used for HR management, timekeeping and payroll? This will help understand the scope of data migration needed.
Answer: Participating agencies will have different systems in place. For the County, the current system allows for employees to track time and leave. Accruals are not calculated in the system but are brought over from the HR ERP system (CGI Advantage Financial). Our current system tracks different types of leave along with various types of time such as salaried, hourly, and other shift types for Public Safety.
Question: Will the County consider an extension on the due date for proposals in response to RFP: #24-6833 Human Resource Information Systems and Related Products and Services? Answer: No extension will be granted at this time.
Question: Please confirm required action for the following items:
• The following need Response:
o Proposal Submittal Form
o Subcontractor Affidavit & Agreement (Cobb County Exhibit A-1) o Immigration Compliance Certification (Cobb County Exhibit A-2) o Omnia Exhibit A – Response for National Cooperative Contract o Omnia Exhibit F – Federal Funds Certifications
o Omnia Exhibit G – New Jersey Business Compliance
Documents 1-10 Require Completion?
• The following require Legal Review/redline for submittal:
o Contractor Affidavit & Agreement (Cobb County Exhibit A) o Omnia Exhibit B – Administration Agreement, Example
• The following have no action and are for example only:
o Omnia Exhibit C – Master Intergovernmental Cooperative Purchasing Agreement, Example
6 o Omnia Exhibit D – Principal Procurement Agency Certificate, Example o Omnia Exhibit E – Contract Sales Reporting Template
o Omnia Exhibit H – Advertising Compliance Requirement
Exhibits 1-12 Do not require Completion?
Answer: Correct, except for the following:
• The Subcontractor Affidavit & Agreement (Cobb County Exhibit A-1) and Immigration Compliance Certification (Cobb County Exhibit A-2) do not need to be submitted with the response; they are only required prior to contract execution.
• Contractor Affidavit & Agreement (Cobb County Exhibit A) must be submitted with the response. • The Proposal Contents Section (Section 5) needs a response as well.
Question: Regarding Section 6 Evaluation in the RFP page 8 (pdf page 13) Are there specific evaluation points associated with A Relevant Experience, B Product, D Price, and E the Omnia Response? Answer: The County does not disclose the points associated with each criterion.
Question: Also in Section 6 Evaluation in the RFP page 8 (pdf page 13) C Financial Stability: Should the last line read “Proposers who receive a score of 2 points or less will (NOT) be considered for award” was this a typo?
Answer: Yes, this was a typo. The sentence should read: “Proposers who receive a score of 2 points or less will not be considered for award.”
Question: Do we need to submit responses for the everything In Exhibit A? If so, are you looking for a detailed 90-day plan with our response as it states in section 3.3 Marketing and Sales.
Answer: Yes, where a response is required including the detailed 90-day plan.
Question: Could you provide a list of which forms must be completed with our response, and what the expectations are in the event we have exceptions?
Answer: See above (in notes from pre-proposal meeting and previous answers).
Question: Given that this is an RFP to establish a national purchasing contract, can you clarify that the Cobb County terms will not be included in the final contract as these would not be applicable to other Public Agencies?
Answer: The resulting Cobb County contract is the Master Agreement and is the national cooperative contract.
All terms and conditions in the contract will apply to the national program unless specified as being specific to Cobb County. Exhibit C of the Master Agreement only applies to purchases made by Cobb County.
Question: With Respect to Exhibit A: Response for National Cooperative Contract, Section 3.3(N), can you please clarify whether Supplier is expected to review all solicitations it responds to in order to determine whether any prospect is an eligible Public Agency or whether these requirements apply only when the entity running the solicitation makes Supplier aware that it is an eligible Public Agency? Answer: Supplier should review the options listed in 3.3(N) and respond to the options listed, detailing how they would respond to an agency using the listed options.
Question: With respect to Exhibit F (Federal Funds Certification), we do not anticipate any agreement under a resultant contract being considered a “subcontractor” or a “sub-recipient” relationship (as those terms are defined for the purposes of federal contracts/grants).
Can you please confirm:
a. Is initialing these sections mandatory for a response to be considered responsive despite not applying to this arrangement? We note that the prior contract does not have these terms included therein.
7 1. If initialing those sections is mandatory, that it is possible to clarify in our response that those terms do not apply to the types of contracts into which we will be entering?
2. If initialing those sections is mandatory, that it is possible to clarify that certain sections do not apply as (for example) there will be no assignment of inventions or construction under this contract? "
Answer: Proposer shall provide redlines and exceptions to any terms and conditions they feel are not applicable.
Question: If during the term of this Agreement, the awardee develops or acquires products or services not detailed in the proposal but are within scope, can the awardee introduce this offering to the County with any additional pricings, terms, support agreements, service level agreements, third party terms, etc.?
Answer: As stated in the RFP, “New equipment, products and services may be added throughout the contract term by submitting additions for consideration by the County. If approved, all additions shall be treated as if contained herein.”
Question: Per Exhibit C.C the order of precedence only references two documents by name and refers to “any other applicable documents.” Would the County please clarify the anticipated, full order of precedence? Answer: The County is unable to clarify as all other applicable documents are not known at this time. Order of precedence will be discussed and agreed to with the selected Proposer during contract negotiations.
Question: Exhibit C appears to be the standard Terms and Conditions when a vendor is engaged only with Cobb County, not for a national cooperative program. How does an interested vendor interpret what is required in Exhibit C vs. what terms are applicable to the national cooperative? Examples include II. Scope of Work, III.
Compensation/Consideration, and IV. Term of Agreement.
Answer: The resulting Cobb County contract is the Master Agreement and is the national cooperative contract.
All terms and conditions in the contract will apply to the national program unless specified as being specific to Cobb County. Exhibit C of the Master Agreement only applies to purchases made by Cobb County.
PRE- PROPOSAL CONFERENCE
Sealed Proposal # 24-6833
Human Resource Information Systems and Related Products and Services Cobb County Procurement Services Department
July 10, 2024
REPRESENTATIVE
NAME
COMPANY NAME
& COMPLETE ADDRESS
PHONE
(INCLUDE AREA
CODE)
E-MAIL ADDRESS
Stephanie Brice
Cobb County Procurement Services
770‐528‐8400
Tomek Kruszec
OMNIA Partners
615‐431‐1861
Jim Ollerton
Inovium, LLC
951‐663‐2107
Mike Barnes
Alight Solutions
406‐249‐4031
Mark Munie
Avaap
314‐517‐5624
Ken Hayner
Cognizant
207‐650‐3020
Cortney McCray
NeoGov
310‐426‐6304
[email protected]
Keith Martin
Brian Carter
Dayforce
678‐848‐1646
[email protected]
*Please note that contact information provided to a government agency may be subject to public release as required by Georgia's open records law.
**PLEASE PRINT LEGIBLY**
PRE- PROPOSAL CONFERENCE
Sealed Proposal # 24-6833
Human Resource Information Systems and Related Products and Services Cobb County Procurement Services Department
July 10, 2024
REPRESENTATIVE
NAME
COMPANY NAME
& COMPLETE ADDRESS
PHONE
(INCLUDE AREA
CODE)
E-MAIL ADDRESS
Bill Gaskill
Workday
202‐257‐0232
[email protected]
Brian Coopman
Sean O’Donnell
UKG
954‐395‐0654
[email protected]
[email protected]
Anthony Kitchens
Michael Brown
ARK Global Partners LLC
404‐236‐9285 x110
Jessica Krattiger
CherryRoad Technologies
262‐370‐2929
Tayiba Garcia
Infor Public Sector
404‐931‐8465
Nicole Blakely
The Joseph Group Advisory Services
Sanjay Rane
Humano Tech Inc
770‐955‐9285
John Guzak
KeldairHR
570‐880‐0219
[email protected]
*Please note that contact information provided to a government agency may be subject to public release as required by Georgia's open records law.
**PLEASE PRINT LEGIBLY**
PRE- PROPOSAL CONFERENCE
Sealed Proposal # 24-6833
Human Resource Information Systems and Related Products and Services Cobb County Procurement Services Department
July 10, 2024
REPRESENTATIVE
NAME
COMPANY NAME
& COMPLETE ADDRESS
PHONE
(INCLUDE AREA
CODE)
E-MAIL ADDRESS
Dhivya Balasundram
Divya Chekuri
Monad Solutions, Inc.
[email protected]
[email protected]
*Please note that contact information provided to a government agency may be subject to public release as required by Georgia's open records law.
**PLEASE PRINT LEGIBLY**
Exhibit “C”
UKG Public Sector MSA
Exhibit “C”
UKG Public Sector MSA
(also referred to as the UKG Kronos Systems, LLC Commercial Terms and Conditions) These Public Sector Master Terms and Conditions (this “ Agreement”) are made between the UKG entity, which may include UKG Kronos Systems LLC, Kronos SaaSHR Inc. or UKG Inc. (“UKG”) and the Public Agency signing the Order (“Customer”) which makes reference to the Master Agreement and sets forth the terms and conditions governing Customer’s use of UKG Software as a Services offerings, Equipment and other related Professional Training and Support Services that are stated on the Order or Statement of Work, including any attachments thereto.
This Agreement is effective as of the date of the last Party to sign the Order (“Effective Date”).
Capitalized terms used but not defined in this Agreement will have the meanings ascribed to them in the applicable Order or SOW.
1. Services
1.1 Subscription Services. The Subscription Services will be identified in the Order. During the Initial Term and all applicable Renewal Terms defined in the Order, UKG will provide the Subscription Services to Customer and Customer may use such Subscription Services solely for its internal business purposes to manage the type and number of its employees subject to and conditioned on payment by Customer of all fees and Customer’s compliance with this Agreement, the Services Description, the Documentation, and the Order. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by UKG regarding future functionality or features.
1.2 Support Services. UKG shall maintain a trained and knowledgeable staff capable of providing support for the Subscription Services. UKG will use commercially reasonable diligence to correct reproducible errors when reported to UKG and provide phone, email, or online support 24 hours a day / 7 days a week as set forth in the UKG Support Policy located in the applicable Services Description and also available at https://www.ukg.com/saas-support-policies-and-services
. UKG will also provide
scheduled and periodic enhancements and modifications to the Subscription Services, including bug fixes, to correct reproducible errors reported to UKG.
1.3 Professional Services. UKG will provide the Professional Services listed in the Order, in accordance with the applicable Statement of Work. If Customer requests additional Services that were not previously identified on an Order or Statement of Work, then the Parties may need to execute additional Orders or Statements of Work.
1.4 Training Services. In connection with a Subscription Service, UKG will provide (a) live virtual training facilitated by a knowledgeable instructor and delivered remotely via a published schedule intended for (i) the core team to help key functional and tec hnical users make informed solution design and configuration decisions and to provide fundamental product knowledge, and (ii) an application and system administrator to
prepare functional and technical super users to perform their most common tasks in the solution; and (b) self -paced product training. Training Services outside the scope of this section shall be provided by UKG as described in the Order and Statement of Work.
2. Acknowledgements
2.1 Reservation of Rights. The Subscription Services are provided with a limited right to use and are not sold, and UKG reserves and retains all rights not expressly granted in this Agreement. UKG has and shall maintain sole and exclusive ownership of all rights, title, and interests in the Services and Documentation, and all modifications and enhancements thereof (including ownership of all trade secrets, copyrights, trademarks, brands, and other intellectual property rights pertaining thereto). There will be no “work for hire” created as part of the Services or any deliverables owned by Customer, and all works, customizations, models, and developments created by UKG shall be considered a part of the Services.
2.2 Use Restrictions. Except as expressly provided in this Agreement, no other use of the Subscription Services is permitted. Customer may not, and may not cause or permit others to: (a) reverse engineer, disassemble, adapt, translate, or decompile the Subscription Services, including, without limitation, any third party components, or otherwise attempt to derive source code, trade secrets, or knowhow from the Subscription Services; (b) license, sell, transfer, assign, distribute, or outsource use of the Subscription Services or Documentation, or provide service bureau, data processing, or time sharing access to the Subscription Services, or otherwise use the Subscription Services to provide payroll or human resource record keeping for third parties; (c) create Internet "links" to the Subscription Services or "frame" or "mirror" the Subscription Services on any other server, or wireless or Internet -based device; (d) access or use the Subscription Services or Documentation to build or support, directly or indirectly, products or services competitive to UKG; (e) interfere with or disrupt the integrity or performance of any Subscription Services or any data contained therein; (f) attempt to gain unauthorized access to any Subscription Services or its related data, systems, or networks; or (g) remove or alter any proprietary notices or marks on the Subscription Services or Documentation.
2.3 Customer Feedback. Customer has no obligation to provide UKG with any suggestion, enhancement request, recommendation, evaluation, correction, or other feedback about the Services (“ Feedback”), but if it does, Customer grants to UKG and its affiliates a worldwide, perpetual, irrevocable, royalty -free license to use, copy, modify, distribute, disclose, create derivative works, and make and incorporate such Feedback into its Services for any purpose. UKG has no obligation to incorporate or apply any Feedback to the Services.
2.4 Consent to Subcontract. Customer hereby consents to UKG subcontracting Services to persons or companies qualified by UKG to provide Services on UKG’s behalf. UKG may also fulfill its obligations related to certain Services through its affiliates. UKG shall be responsible for the actions of its subcontractors and Affiliates.
2.5 Compliance with Laws. UKG shall comply with Applicable Laws in performing its obligations hereunder. Customer shall comply with Applicable Laws when using the Services and remains solely responsible for its compliance with Applicable Laws, including, but not limited to, with respect to the configuration and use of the Services and regardless of whether UKG provides assistance with Customer compl iance matters.
Customer acknowledges that the specific record retention requirements established under Applicable Laws relating to Customer are the responsibility of Customer and not UKG.
2.6 Upgrades and Modifications.
2.6.1 Upgrades. The Subscription Services may be upgraded or changed at any time as required by normal business conditions, provided that such changes will not materially diminish the functionality of the Subscription Services. Any changes to the Subscription Services will be applicable to all UKG customers of the Subscription Services and material changes will be deployed with reasonable advance notice.
2.6.2 Modifications. UKG may unilaterally revise its Master Services Agreement (“MSA") terms if they are not material. For revisions that will materially change the terms of the Agreement, the revised MSA terms must be incorporated into the Agreement which will be published.
Any MSA terms or conditions unilaterally revised that are inconsistent with any material term or provision of this Agreement shall not be enforceable against the Customer, and the Customer shall not be deemed to have consented to them.
2.7 Acceptable Use. Customer will use the Subscription Services in full compliance with the Acceptable Use Policy attached as Exhibit 1 and which could be found in http://www.ukg.com/acceptable-use-policy (“ Acceptable Use Policy” ), which requires Customer not to (a) use, or encourage, promote, facilitate or instruct others to use, the Services for any illegal, harmful or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive, (b) use the Services to violate the security or integrity of any network, computer or communications system, software application, or network or computing device, (c) interfere with or fail to cooperate with any UKG investigation of a security incident involving any UKG system, infrastructure or customer data, (d) make network connections to any users, hosts, or networks unless Customer has permission to communicate with them, and (e) use the Service to distribute, publish, send, or facilitate the sending of unsolicited mass e-mails or other messages.
2.8 Access Credentials. Except as otherwise provided herein, Customer will not provide any third party with access credentials to the Subscription Services and will safeguard and compel all users to safeguard the access credentials. Customer will be responsible for all acts and omissions of its users. Customer will notify UKG promptly if it learns of any unauthorized use of any access credentials or any other known or suspected breach of security. If Customer allows use of the Subscription Services by any of its departments or public agencies which Customer controls without requiring such department or public
agency to execute a separate Order with UKG to establish its own tenant environment, then Customer will be fully responsible and liable for all use and misuse of the Subscription Services by such Affiliate, and will fully cooperate with UKG in enforcing all of its rights to, interests in, and protection of the Services, including in seeking equitable remedies against any Affiliate that breaches this Agreement. Customer may also allow use of the Subscription Services by its legally bound contractors, provided such use is solely on Customer’s behalf, is strictly in compliance with the terms and conditions of this Agreement, Customer at all times remains in control of and retains management over the Subscription Services, and Customer is liable for all breaches of this Agreement by such contractor. Customer authorizes UKG to provide such Customer contractors access to the Subscription Services.
2.9 Connectivity. Customer is responsible for securing, paying for, and maintaining connectivity to the Subscription Services from Customer’s location(s) via the internet, including any and all related hardware, software, third party services, and related equipment and components for such connectivity. Customer agrees that UKG will have no liability for such connectivity and Customer will not be excused from any of its obligations under the Agreement due to the quality, speed, or interruption of the communication lines from the Customer’s location(s) to the internet.
3. Fees and Taxes
UKG understands that Customer may be subject to Applicable Laws governing payment, including availability of funds, timing of payments, late payment interest penalties, and taxes.
3.1 Fees. Customer will pay the fees on the payment terms and in the currency indicated in the Order. For each Order, the billing period of the fees will start on the Billing Start Date as set forth in the Order and will continue for the time period indicated as the Initial Term and all Renewal Terms, each as defined on the Order. Customer is responsible to pay for the Services for the entire Initial Term and each Renewal Term. UKG may increase the fees as set forth in the Order. The increased fees will be set forth in the applicable invoice.
Except as otherwise specified in the Order and this Agreement (a) subscription fees are based on Subscription Services purchased and not time of actual usage; (b) minimum quantities purchased cannot be decreased during the relevant the then current Initial Term or Renewal Term; (c) additional quantities may be purchased; and (d) payment obligations are non-cancelable and fees paid are non-refundable.
3.2 Taxes. This section applies only if Customer has not provided with a valid tax exemption certificate authorized and honored by applicable taxing authorities that covers all Taxes. The fees exclude, and Customer will be responsible for, all applicable sales, use, excise, withholding, VAT, and any other similar taxes, duties and charges of any kind imposed by any governmental entity in connection with the Services (excluding taxes based solely on UKG's income) (“Taxes”).
3.3 Late Payment. Any invoices not reasonably disputed in writing within thirty (30) days from the date of receipt will be deemed undisputed and due. All undisputed invoices not paid within thirty (30) days after the date such amounts are due and payable may accrue interest at a rate up to the maximum allowable by applicable law. Customer will reimburse UKG for any additional reasonable cost incurred by UKG in connection with collecting any amounts payable under this Agreement. If Customer is more than thirty (30) days overdue in its payment of an undisputed amount due, then UKG reserves the right to suspend the Services provided under the applicable Order, but only until such payment is made to UKG and provided that UKG gives Customer at least ten (10) business days prior written notice of the overdue amount before UKG suspends the Services. Upon payment in full of all overdue amounts, UKG will restore the Services.
4. Data, Security and Privacy
4.1 Ownership of Customer Data. Customer shall retain ownership of all rights, title, and interests in and to Customer Data. No ownership rights in Customer Data will transfer to UKG. UKG will maintain backup copies of Customer Data as required to maintain and provide the Services, but Customer is responsible for maintaining backup copies of all data and information that Customer inputs into the Services or otherwise provides to UKG.
4.2 Use of Customer Data. Consistent with common Software as a Service (SaaS) industry practices and in accordance with Applicable Laws, UKG collects Customer Data to keep Services regularly up to date with appropriate market standards and security. All Customer Data collected is used solely for the purpose of providing and improving the Services and enhancing the customer experience with new functionalities.
4.3 Collection of Personal Information. Services may employ applications and tools that collect and process Personal Information that may be required by UKG to provide the requested Services or functionality included in or related to those Services. If Customer wishes to stop the collection and processing of Personal Information, Customer may need to uninstall or discontinue using certain Services.
4.4 Data Privacy and Security. Each Party agree to comply with Applicable Laws in its processing of Personal Information. UKG and its subprocessors will process Personal Information in accordance with UKG’s DPA. All Customer Data will be secured and protected as set forth in the Technical and Organizational Measures of UKG’s DPA.
5. Confidentiality
5.1 Definition. “Confidential Information” is any non-public information relating to a Party that is disclosed pursuant to any Order or this Agreement, and which reasonably should be understood by the recipient of such information to be confidential because of (a)
legends or other markings; (b) the circumstances of the disclosure; or (c) the nature of the information itself.
5.2 Exceptions. Information will not be considered Confidential Information if the information was (a) in the public domain without any breach of this Agreement; (b) disclosed to the receiving Party on a non -confidential basis from a source lawfully in possession of such Confidential Information and, to the knowledge of the receiving Party, is not prohibited from disclosing such Confidential Information to receiving Party; (c) released in writing from confidential treatment by disclosing Party; or (d) is independently developed by the receiving Party without use of or reference to the Confidential Information.
5.3 Nondisclosure. Except as expressly permitted in this section, neither Party will disclose the other Party’s Confidential Information to any third party.
5.4 Protection. Each Party will secure and protect the Confidential Information of the other Party with a reasonable standard of care commensurate with the sensitivity of such Confidential Information and using precautions that are at least as stringent as it takes to protect its own Confidential Information of like nature, but no less than reasonable precautions.
5.5 Use. Each Party will only use the Confidential Information of the other Party as expressly permitted by or as required to exercise their rights, duties, and obligations under this Agreement.
5.6 Disclosure Exceptions. Confidential Information may be shared with and disclosed to (a) any Affiliate, subcontractor, or other third party who has a need to know to enable the receiving Party to exercise its rights or perform its obligations in connection with this Agreement and have non-disclosure obligations at least as stringent as the confidentiality provisions of this Agreement that apply to the Confidential Information; or (b) any court or governmental agency of competent jurisdiction, pursuant to a subpoena, order, civil investigative demand or similar process with which the receiving Party is legally obligated to comply, and of which the receiving Party notifies disclosing Party as required by a legal process, including in connection with any proceeding to establish a Party’s rights or obligations under this Agreement (provided however that, when permitted by Applicable Law, a Party will give the other reasonable prior written notice so that the disclosing Party has an opportunity to contest any disclosure required by a legal process).
5.7 FOIA/Public Disclosure Laws . Notwithstanding any confidentiality obligations in the Agreement, UKG acknowledges that Customer may be compelled to disclose Confidential Information pursuant to the Federal Freedom of Information Act and any state equivalents or other open-records or public disclosure Applicable Laws. Customer may disclose such information to third parties upon written request to the extent compelled by such Applicable
Laws; provided that, prior to any such disclosure, Customer provides prior written notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at UKG’s cost, if UKG wishes to limit or contest the scope of the disclosure in whole or in part.
6. Warranty
6.1 Mutual Warranties. Each Party hereby warrants that (a) it has the full right and authority to enter into this Agreement; and (b) the performance of its obligations and duties under this Agreement does not conflict with or result in a breach of any other agreement of such Party or any judgment, order, or decree by which such Party is bound.
6.2 Subscription Services Warranty. UKG warrants that the Subscription Services will substantially conform with the Documentation and that the functionality of the Subscription Services will not be materially diminished or adversely modified. In the event of a breach of the warranty described in this Section, as Customer’s exclusive remedy and UKG’s sole obligation, at UKG’s cost, UKG will make commercially reasonable efforts to remedy such breach, provided that if UKG cannot substantially remedy such breach, then Customer may terminate the affected Subscription Services in accordance with Section 7.2.2.
Customer agrees to report any non-conformance of the Subscription Services within thirty (30) days of its discovery and provide UKG with reasonable information and assistance to enable UKG to reproduce or verify the non -conforming aspect of the Subscription Services.
6.3 Professional, Support, and Training Services Warranty. UKG warrants that the Professional Services, Support Services, and Training Services will be performed by qualified personnel in a good and professional manner. In the event UKG breaches the warranty described in this Section, as Customer’s exclusive remedy and UKG’s sole obligation, UKG will reperform the deficient Professional, Support, or Training Service, at UKG’s cost, provided that if UKG cannot substantially remedy such breach, then UKG will refund any fees prepaid by Customer for the affected Services. Customer must report any deficiencies in such Services, including Professional Services, within thirty (30) days of the completion of the Services.
6.4 Disclaimer. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, UKG
DISCLAIMS ALL OTHER WARRANTIES NOT SET FORTH IN THIS AGREEMENT,
EITHER EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES OF
MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM
COURSE OF DEALING, USAGE, OR TRADE PRACTICE, IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, AND ANY PRODUCTS PROVIDED BY UKG. UKG
DOES NOT REPRESENT, WARRANT, OR COVENANT THAT THE SERVICES OR ANY
OTHER PRODUCT OR SERVICE PROVIDED HEREUNDER WILL BE
UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR SECURE. THIS DISCLAIMER OF
WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND CUSTOMER MAY
HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED; HOWEVER, ANY SUCH WARRANTY RIGHTS EXTEND ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS AGREEMENT (UNLESS AND ONLY TO THE EXTENT SUCH LAW PROVIDES OTHERWISE).
6.5 Customer Warranty. Customer warrants that it has all rights and required consents to provide Customer Data to UKG.
7. Term and Termination
7.1 Term of the Agreement. The term of this Agreement commences on the Effective Date and continues until the stated term in each applicable Order or as otherwise terminated as permitted in this Agreement. At the expiration of the Initial Term, and at the expiration of each Renewal Term, each as indicated on the Order, the Services will automatically renew for the duration indicated on the Order as the Renewal Term.
7.2 Types of Termination
7.2.1 Non-renewal. Either Party may terminate any Service identified in an Order upon at least sixty (60) days prior written notice to be effective at the expiration of the then current Initial Term or a Renewal Term.
7.2.2 For Cause. Either Party may terminate this Agreement, or any Service identified in an Order, if the other Party fails to perform any material obligation under this Agreement, and such Party is not able to cure the non-performance within thirty (30) days of written notice of such default with reasonably sufficient detail regarding the alleged breach, provided that UKG may immediately terminate or suspend Customer’s access to the Services without notice if Customer is in breach of the “Use Restrictions” or “Confidentiality” sections of this Agreement, or the Acceptable Use Policy to prevent further harm. Either Party may immediately terminate this Agreement and all Orders if the other Party has a receiver or similar party appointed for its property, becomes insolvent, acknowledges its insolvency in any manner , ceases to do business, makes an assignment for the benefit of its creditors, or files a petition in bankruptcy. Other than as expressly permitted in this Agreement, or an Order, SOW, or Services Description, neither Party may terminate this Agreement and each Party remains fully obligated to the terms and conditions herein.
7.2.3 For Non-Appropriation of Funds . If Customer is a US Federal, State, or Local
governmental entity that relies on funding which is allocated at the federal, state and/or local level to fund the Service in the Agreement, then, to the extent required by law, the following will apply: Customer may terminate the Service in the event of a reduction in appropriations to any fund(s) from which UKG is to be paid for Services ordered under this Agreement but not yet delivered. Customer will provide a ninety (90) day prior written notice in the event of such termination to UKG and Customer agrees to pay for the products delivered and the services performed by UKG prior to the effective date of such notice. In the event of such termination, Customer shall not be entitled to a refund of pre-paid Services, such as the support fees. Customer acknowledges that by executing an Order Form for the Services, Customer has received fiscal appropriations for the amounts due during the Initial or Renewal Term (as applicable) as indicated on such Order.
7.3 Effects of Termination. The following terms apply if an Order is terminated for any reason:
7.3.1 Fees. All fees will be paid by Customer for amounts owed through the effective date of termination, and, if the Order is terminated for UKG’s breach of the Agreement, any fees prepaid by Customer for the Service not rendered prior to the effective date of termination will be credited against Customer’s account, with any remaining amounts refunded to Customer within thirty (30) days of the effective date of termination.
7.3.2 Cessation of Services. UKG will cease to provide the Services to Customer and Customer’s right to use and access the Subscription Services will end as of the effective date of termination. If Customer requires access to the Subscription Services after the effective date of termination or transition assistance, such access and assistance will be subject to mutual agreement and additional fees, under a separate Order or SOW, and will be subject to the terms and conditions of this Agreement.
7.3.3 Deletion of Customer Data. UKG will delete Customer Data after Customer’s rights to access the Subscription Services and retrieve Customer Data have ended, unless otherwise provided under this Agreement, a Services Description, Order, SOW, or another document. UKG will delete Customer Data in a series of steps and in accordance with UKG’s standard business practices for destruction of Customer Data and system backups. UKG has no obligation to retain Customer Data and Customer Data may be permanently deleted as part of UKG’s data m anagement program(s) or practice(s), and in accordance with Applicable Laws.
7.3.4 Confidential Information. UKG and Customer will each return or destroy any Confidential Information of the other Party, with any retained Confidential Information remaining subject to this Agreement.
8. Indemnification
8.1 Claims Against Customer. UKG will defend Customer and Customer’s respective directors, officers, and employees, who are acting on behalf of Customer (“ Customer Indemnified Parties”), from and against any and all third party Claims to the extent the Services or Documentation infringe or misappropriate any registered copyright or patent.
UKG will indemnify and hold harmless the Customer Indemnified Parties against any liabilities, damages, costs, or expenses (including, without limitation, reasonable attorneys’ fees) actually awarded by a court of applicable jurisdiction to the extent resulting from such third party Claim, or as a result of UKG’s settlement of such third party Claim.
8.2 Mitigation. In the event that a final injunction is obtained against Customer’s use of the Subscription Services by reason of infringement or misappropriation, or if in UKG’s opinion, the use of the Subscription Services is likely to become the subject of a successful Claim of infringement or misappropriation, UKG (at its option and expense) will use commercially reasonable efforts to either (a) procure for Customer the right to continue using the Subscription Services as provided in the Agreement; or (b) replace or modify the Subscription Services so that they become non-infringing but remain substantively similar to the affected Subscription Services. Should neither (a) nor (b) be commercially reasonable, either Party may terminate the applicable Subscription Services and the rights granted hereunder upon written notice, at which time UKG will provide a refund to Customer of any fees paid by Customer for the infringing elements covering the period of their unavailability.
8.3 Exceptions. UKG will have no liability to indemnify or defend Customer to the extent the alleged infringement or misappropriation of the Subscription Services is based on (a) use other than as expressly permitted by this Agreement or by UKG in writing; or (b) use in conjunction with any equipment, service, or software not provided by UKG, where the Subscription Services would not otherwise infringe, misappropriate, or become the subject of the third party Claim.
8.4 Qualifications. Customer will provide written notice to UKG promptly after r eceiving notice of a third party Claim. If defense of such third party Claim is materially prejudiced by a delay in providing notice, UKG will be relieved from providing such indemnity to the extent of the delay’s impact on the defense. UKG will have sole control of the defense of any indemnified third party Claim and all negotiations for its settlement or compromise, provided that UKG will not enter into any settlement which imposes any obligations on Customer without the prior written consent of Customer. Customer will cooperate fully (at UKG’s request and expense) with UKG in the defense, settlement, and compromise of any such action. Customer may retain its own counsel at its own expense, subject to UKG’s rights above.
8.5 Government Control of Defense. If Customer is a US Federal, State, or Local governmental entity, then, to the extent required by law, the following will apply: Any
provision of the Agreement requiring UKG to defend or indemnify Customer is hereby amended, solely to the extent required by Applicable Laws, to provide that the U.S.
Department of Justice (for a Federal Customer) or applicable State Attorney General’s Office (for a SLED Customer) has the right to represent the respective Federal or SLED entity in litigation and other formal proceedings at its own cost. Subject to approval of the U.S. Department of Justice (for a Federal Customer) or applicable State Attorney General’s Office (for a SLED Customer),if applicable, Customer shall tender defense of action to UKG upon request by UKG.
8.6 This “Indemnification” section states UKG’s sole liability and Customer’s exclusive remedy for all third party Claims and damages.
9. Limitations of Liability
9.1 Monetary Cap. DURING ANY TWELVE (12) MONTH CONTRACT TERM (BEGINNING ON THE EFFECTIVE DATE OF THE APPLICABLE ORDER), UKG’S TOTAL
AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS IN CONNECTION WITH ANY
SERVICE PROVIDED TO CUSTOMER SHALL IN NO EVENT EXCEED THE AMOUNT PAID OR PAYABLE TO UKG DURING SUCH TWELVE (12) MONTH CONTRACT TERM FOR THE SERVICE GIVING RISE TO SUCH CLAIM(S).
9.2 Exclusion of Damages. UKG WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES; FOR THE COST OF ACQUIRING SUBSTITUTE OR REPLACEMENT SERVICES; OR FOR ANY
LOST OR IMPUTED PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOST
GOODWILL, OR LOST D ATA RESULTING FROM OR RELATED TO THE SERVICES OR THIS AGREEMENT, HOWEVER CAUSED; OR ANY DAMAGES TO THE EXTENT CAUSED BY CUSTOMER’S DATA OR APPLICATIONS, CUSTOMER’S ALLOWANCE OF UNAUTHORIZED THIRD PARTY ACCESS, OR CUSTOMER’S INTRODUCTION OF MALICIOUS CODE.
9.3 Applicability of Limitations. THESE LIMITATIONS APPLY FOR ANY REASON,
REGARDLESS OF LEGAL THEORY AND THE REASON LIABILITY IS ASSERTED,
EVEN IF UKG HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NOTHING IN THIS SECTION
OR ELSEWHERE IN THIS AGREEMENT SHALL OPERATE TO EXCLUDE OR LIMIT
THE LIABILITY OF ANY PARTY TO THE EXTENT SUCH LIABILITY CANNOT LAWFULLY BE SO LIMITED OR EXCLUDED UNDER APPLICABLE LAW. INSOFAR
AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE
PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED,
BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES
SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH
LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10. General
10.1 Jurisdiction & Dispute Resolution. This Agreement is governed by and is to be interpreted solely in accordance with the laws of the Commonwealth of Massachusetts, without regard to any conflict of law provision that would result in the application of a different body of law, and each Party agrees to submit to exclusive venue in the courts in Boston, Massachusetts in any dispute arising out of or relating to this Agreement. The United Nations Commission on International Trade Law, the United Nations Convention on Contracts for the International Sale of Goods, and the Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement.
10.2 Federal Government Use Provision . If the ultimate end user is a U.S. federal government entity, then it acknowledges that the Subscription Services , Equipment and Documentation consist of “commercial services” and “commercial products,” as defined in FAR 2.101, consisting of “commercial computer software ,” “commercial computer software documentation” and "technical data" as these terms are used in FAR 12.211-
12.212 and in DFARS 227.7202, as applicable. All such government end users will comply with this Agreement while using Subscription Services, Equipment and Documentation. the rights of the U.S. Government to use, modify, reproduce, release, perform, display, or disclose commercial computer software, commercial computer software documentation, and technical data furnished in connection with the Subscription Services, Equipment and Documentation shall be as provided in this Agreement, except that, for U.S. Department of Defense end users, technical data customarily provided to the public is furnished in accordance with DFARS 252.227-7015. If such Customer needs any additional rights, it must negotiate a mutually agreed addendum to these Agreement specif ically granting those rights.
10.3 Export. Each Party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the generality of the foregoing, Customer represents that it is not on any U.S. government denied- party list and it shall not make the Services available to any person or entity that (a) is located in a country that is subject to a U.S. government embargo; (b) is listed on any U.S. government list of prohibited or restricted parties; or (c) is engaged in activities directly or indirectly related to proliferation of weapons of mass destruction.
10.4 UKG’s Employer Obligations. UKG is responsible for compliance with all requirements and obligations relating to its employees under all Applicable Laws including, but not limited to, employer’s obligations under laws relating to: payroll, income tax withholding and reporting; civil rights; equal employment opportunity; discrimination on the basis of age, sex, race, color, religion, disability, national origin, or veteran status; overtime;
minimum wage; social security contribution and withholding; unemployment insurance; employer’s liability insurance; worker’s compensation; veteran’s rights; and all other employment, labor, or benefits related laws.
10.5 Human Trafficking and Modern Slavery. UKG shall comply with all Applicable Laws regarding slavery and human trafficking of the state, province, and country/countries in which they are performing the Services and doing business, including, but not limited to, the California Transparency in Supply Chains Act and the United Kingdom Modern Slavery Act.
10.6 E- Verify. To the extent required by Applicable Laws, UKG agrees to utilize the U.S.
Department of Homeland Security's E-Verify system, to verify the employment eligibility of all persons assigned by UKG to perform work in the United States pursuant to this Agreement.
10.7 Severability and Waiver. The invalidity or illegality of any provision in this Agreement will not affect the validity of any other provision. All unaffected provisions remain in full force and effect. The waiver of any breach of this Agreement will not constitute a waiver of any subsequent breach or default and will not negate the rights of the waiving Party.
10.8 Surviving Provisions. Provisions in this Agreement which by their nature are intended to survive in the event of a dispute or because their obligations continue past termination of the Agreement, including provisions relating to acknowledgements, reservation of rights, use restrictions, fees, confidentiality, limits of liability, indemnification, and termination, will so survive.
10.9 Assignment. This Agreement cannot be assigned by a Party, whether by operation of law or otherwise, without the prior written consent of the other Party; provided, however, that either Party may assign this Agreement in its entirety (including all Orders and Statements of Work) as part of a merger, acquisition, transfer, or sale of all or substantially all of its assets, stock or business, including to an Affiliate, so long as the assignee agrees to be bound by all of the terms and conditions of this Agreement, the Orders, and Statements of Work. In the event of such an assignment, the non- assigning party shall be entitled to request from the assignee reasonable information to demonstrate that the assignee has the necessary resources and expertise to provide the Service. In no event shall Customer have the right to assign the Agreement to a direct competitor of UKG. This Agreement shall be binding on and inure to the benefit of all permitted predecessors, successors, and assigns of each Party.
10.10 Force Majeure. If an unforeseeable event reasonably beyond the control of either of the Parties arises to prevent a Party from performing its obligations under this Agreement, including, but not limited to, acts of war, terrorism, uprising, acts of nature like earthquakes or floods, measures of any governmental authority in response to pandemics, epidemics or other viral or bacterial outbreaks, civil unrest, embargoes, riots, sabotage,
labor shortages, changes in laws or regulations, the failure of the internet or communications via common networks, failure of payment transfer mechanisms (but not lack of funds to make payments), power or system failure, or a delay in transportation (collectively “ Force Majeure”), each Party will be excused from performance of its obligations under this Agreement, for the duration of the Force Majeure affecting such Party, provided that the affected Party will use reasonable efforts to mitigate the impact of the Force Majeure. Notwithstanding the foregoing, UKG remains obligated to provide disaster recovery portions of the Services to the extent not also prevented by the Force Majeure.
10.11 Publicity. UKG will not publicize matters relating to Customer’s use of the Services without Customer’s prior consent. Despite the foregoing, UKG may identify the Customer as a UKG customer and use Customer’s name, trademark, and logo, in any and all media, including without limitation, UKG’s advertising literature, marketing materials, websites, and lists of UKG’s customers; however, such usage shall not be classified as an advertisement but only identification as an entity who receives the Service from UKG. For the avoidance of doubt, this section does not prohibit UKG from referencing Customer's name in a verbal format.
10.12 Notice. When either Party needs to provide notification or consent under this Agreement, those notices and consents must be in writing and considered delivered upon actual receipt. All notices to UKG must be sent to the following: [email protected] with
a copy to EVP Chief Legal Officer, UKG Inc., 900 Chelmsford Street, Lowell, MA 01851.
All notices to Customer will be sent to the contact listed on the applicable Order. Notices sent elsewhere will not be considered effective under this Agreement. Any cure period required under this Agreement will begin on the date the notice is received.
10.13 eSignature. Each Party agrees that an eSignature (or a facsimile signature by the authorized representative) is evidence of acceptance of a valid and enforceable agreement.
10.14 No Third Party Beneficiaries. The provisions of this Agreement are for the sole benefit of the Parties and they will not be construed as conferring any rights on any third party nor are there any third party beneficiaries to this Agreement.
10.15 Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.
10.16 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement shall be deemed to constitute a partnership or joint venture between the Parties or constitute any Party to be the agent of the other Party for any purpose.
10.17 Entire Agreement. This Agreement (and any information in r eferenced herein, including in an exhibit, schedule, attachment, annex, or at any URL) along with any corresponding Order, SOW, and Services Description constitute the entire agreement between the Parties pertaining to each Order. This Agreement supersedes all prior and contemporaneous representations, negotiations, and communications between the Parties relating to the Services and its subject matter. Customer acknowledges that it has not relied upon any such representations, negotiations, and communications, and waives any rights or claims arising from such representations, negotiations, and communications, including any claims for fraud or misrepresentation. This Agreement may only be amended in writing signed by each of the Parties. If Customer uses its own purchase order or similar document, any terms or conditions in such purchase order are null and void. In the event of a conflict between the provisions contained in this Agreement and those contained in an Order, SOW, or Services Description, the following order of precedence shall apply:
(1) the Order, (2) this Agreement, (3) Services Description, and (4) the SOW.
11. Definitions
11.1 “ Affiliates” means, as to UKG, those entities that are directly or indirectly controlled by UKG Inc.; and as to Customer, those Customer entities that directly or indirectly control, are controlled by, or are under common control with Customer. “Control” (in this context) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and operating policies of the entity in respect of which the determination is being made through the ownership of the majority of its voting or equity securities, contract, or otherwise.
11.2 “Applicable Law(s)” means all laws, codes, legislative acts, regulations, ordinances, administrative rules, rules of court, and court orders applicable to a Party’s respective business.
11.3 “Claim(s)” means any and all notices, charges, claims, proceedings, actions, causes of action and suits.
11.4 “Customer Data” means all content, information, and data Customer inputs into the Subscription Services, including but not limited to Personal Information.
11.5 “Documentation” means the written specifications for the Subscription Services or other published online by UKG on its community pages accessible at https://www.ukg.com/support and https://library.ukg.com/, such as user manuals and administrator guides, as well as the Services Descriptions.
11.6 “DPA” means UKG’s U.S. Data Processing Agreement located at https://www.ukg.com/us- dpa .
11.6 “Order” means an order form, agreed by both Parties, which is subject to this Agreement or otherwise references this Agreement, setti ng out, among other things, the type and quantity of employees that may be managed in the Subscription Services, the term of the
Order, price and payment terms of the Services to be provided by UKG, and the fees to be paid by Customer.
11.7 “Party” or “Parties” means UKG or Customer, or both, as the context dictates.
11.8 “Personal Information” means Customer Data related to a Data Subject as defined under U.S Privacy Laws, including “personal information” as defined under the California Consumer Privacy Act (“CCPA”) and any similar terms, such as “personally identifiable information”.
11.9 “Professional Services” means the deployment, launch, configuration, implementation, integration, delivery, consulting, managed, and other similar services provided hereunder.
11.10 “Services” means the (a) Subscription Services; (b) Support Services; (c) Professional Services; (d) Training Services; and (e) other services or offerings as set forth in an Order.
11.11 “Services Description” means the supplemental terms applicable to a Subscription Service or other offerings located at http://www.ukg.com/services- descriptions.
11.12 “Statement of Work” or “SOW” means a document executed by both Parties, which is subject to this Agreement and the applicable Order or otherwise references this Agreement, detailing the scope of Professional Services or Training Services, the associated fees, and other applicable terms.
11.13 “Subscription Services” means those UKG software- as-a-service (“SaaS”) applications set forth on the Order, including the UKG data accessible therein, and made available to Customer via a hosted multi-tenant environment to use on a subscription basis.
11.15 “Support Services” means support and maintenance services provided by UKG for the Subscription Services, as described in this Agreement.
11.16 “Training Services” means in person and virtual instructor-led training and courses, including online, on-demand, in-product, and on-site courses provided by UKG.
11.17 “UKG” means UKG Kronos Systems, LLC., a Massachusetts limited liability company with its principal place of business at 900 Chelmsford Street, Lowell, MA 01851.
Exhibit “C-1” UKG Services Descriptions
Exhibit “C-1” UKG Services Descriptions
UKG Extensions for Health Care Services Description
Exhibit 1 Cloud Services for Healthcare Extension
Exhibit 2 Security and Disaster Recovery
Exhibit 3 Service Level Agreement
Exhibit “C-1” UKG Services Descriptions
UKG Extensions for Health Care Services Description
Exhibit “C-1” UKG Services Descriptions
UKG Great Place to Work Services Description
Exhibit “C-1” UKG Services Descriptions
UKG Great Place to Work Services Description
Exhibit “C-1” UKG Services Descriptions
UKG Great Place to Work Services Description Badge Guide
National List Badge Guidelines
The national list badge is awarded to companies who have achieved the top scores in a designated country. The navy blue box coloring indicates a national list badge.
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UKG Great Place to Work Services Description Badge Guide
List Badge Alignment & Spacing
The national list badges have been designed in this square format with the Great Place To Work® logo placement in the bottom left corner. The top half of the badge is where list titles and list names will be typeset. The bottom right corner is reserved for country names and year.
Grid Alignment
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Clear Space
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The grid shown in the above example displays the minimum area to be kept clear from any graphics or other interference. This area is directly related to half the height of the box container (x) and surrounds the brandmark at the furthest point on each side.
Approved National List Badge Alternative
The full color blue badge may be used as alternative option. This badge is approved for 2022 National List badges and must not be modified for any other badge uses. (/) M E N U
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Approved National List Badge Alternative
The full color blue badge may be used as alternative option. This badge is approved for 2022 National List badges and must not be modified for any other badge uses. (/) M E N U
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Badge Usage
To maintain consistency throughout our identity application it is essential that our brandmarks are never altered in any way. Please keep in mind that the integrity of the Great Place To Work® brand is diminished when the brandmarks are used incorrectly. It is essential that all of our brandmarks are always reproduced from the master artwork.
Creative Modifications to Avoid
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Alter the color, or use any other non-approved colors.
Rotate or create any dynamic composition with the national list badge. (/) M E N U
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Add a stroke or outline to the mark or interior type.
Add a drop-shadow or outer-glow to the national list badge. (/) M E N U
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Remove the type from its container or alter the container color.
Stretch or alter the national list badge type or container. (/) M E N U
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Alter the containing shape of the national list badge.
Skew or put the national list badge on any kind of perspective rendering. (/) M E N U
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Tile or create any type of pattern with the national list badge.
Alter or amend the language on the national list badge. (/) M E N U
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Exhibit “C-1” UKG Services Descriptions
UKG HR Service Delivery SaaS Services Description
Exhibit 1 Service Level Agreement for the Subscription Services Availability Exhibit 2 Customer Support Policy
Exhibit “C-1” UKG Services Descriptions
UKG HR Service Delivery SaaS Services Description
Exhibit “C-1” UKG Services Descriptions
UKG Income and Employment Verification from Equifax Services Description
Exhibit “C-1” UKG Services Descriptions
UKG Income and Employment Verification from Equifax Services Description
Exhibit “C-1” UKG Services Descriptions
UKG One View Connect Services Description
Exhibit “C-1” UKG Services Descriptions
UKG One View Connect Services Description
Exhibit “C-1” UKG Services Descriptions
UKG One View Managed Services Description
Exhibit “C-1” UKG Services Descriptions
UKG One View Managed Services Description
Exhibit “C-1” UKG Services Descriptions
UKG One View Payments Services Description
1 (2025.02.10)
UKG One View Payments
Services Description
1. Scope
1.1. This Services Description applies to UKG’s provision of the commercially available version of the UKG One View Platform software as a service in UKG’s hosted environment (“UKG One View Platform”) and related professional services when UKG One View Payments is included on an Order. This Services Description is subject to and governed by the Order , and the agreement that governs Customer’s use of Subscription Services and related services (collectively, the “Agreement”).
1.2. For the purposes of this Services Description, (a) UKG One View Platform is considered “Subscription Services”; (b) any deployment, Launch, configuration, implementation, integration, delivery, or managed services, or any other consulting services provided by UKG for UKG One View Platform are considered as “Professional Services,” and (c) any support and maintenance services provided by UKG for UKG One View Platform are considered “Support Services,” (collectively “UKG One View Payments”). Customer acknowledges and agrees that UKG One View Payments must be used in conjunction with UKG One View Managed or UKG One View Connect.
1.3. Capitalized terms used but not defined in this Services Description will have the meanings ascribed to them in the Agreement.
2. Definitions
2.1. “Additional Services ” means work requested by Customer, that is not part of UKG One View Payments and is agreed in a signed writing between the Parties.
2.2. “Bank File ” means a digital document used to ensure a Customer Employee's Payroll Payment to their preferred bank account which contains information relevant to the Employee's Payroll Payment, including, but not limited to, the amount due, the date of the transaction, and any other details required by the bank to make the payment happen.
2.3. “Customer Entity ” means each Customer Affiliate utilizing UKG One View Payments
2.4. “Customer Funds” means any money of any currency which is transferred, held or received by the Third Party Payment Provider for, or on behalf of, Customer or Customer’s Affiliates in the course of, or in connection with, UKG One View Payments.
2.5. “Employee ” means an employee of Customer or Customer Affiliates receiving UKG One View Payments
2.6. “Funding Account ” means the source account from which Customer wishes to fund the lodgement to the Customer’s nominated account.
2.7. “Incomplete Transaction ” means any Payroll Payment that was not successfully completed.
2.8. “Go -Live Date” means the date on which a Payroll commences, as stated in the Order.
2.9. “Parent ” means the entity defined in the Order with fifty percent (50%) or more ownership in each Customer Entity listed in Customer Entities of the Order.
2.10. “Payment Listing” means the report produced by UKG for each Payroll Run, itemising all payments to be made in respect of a Payroll, including the Transaction Details for such payments.
2.11. “Payroll” means a group of Employees who will be paid under any individual country and entity, as set forth in the Order.
2.12. “Payroll Payment” a payment itemised on a Payment Listing.
2.13. “Payroll Run” means the monthly or periodic payment of salaries and employment related payments to Employees who will be paid per Payroll, as set forth in the Order.
2.14. “Transaction Details” means in respect of a payment, the currency, amount and date of the transaction and the payor and payee bank account details.
2.15. “Third Party Payment Provider” means UKG’s subcontractor which will perform the Payroll Payment and Transaction on Customer’s behalf.
3. UKG One View Payments
3.1. UKG One View Platform. UKG will provide Customer’s authorized users with access to and use of the UKG One View Platform to enable Customer (including Customer’s Affiliates) to manage and service its payrolls for which UKG are providing UKG One View Payments. The UKG One View Platform functionalities and capabilities are as follows:
Exhibit “C-1” UKG Services Descriptions
UKG One View Payments Services Description
2 (2025.02.10)
3.2. Employee Self -Service (ESS) Access: The ability for employees to access their payslips and view the personal information;
3.3. Manager Self-service Access: The ability for managers to access their payslips, view their personal information and have access to reporting for their staff only;
3.4. Audit Management System (AMS): The ability to review all changes to the UKG One View Platform made via HCM integration, flat file upload or direct entry via the UI to the UKG One View Platform;
3.5. UKG One View Analytics: The ability to view all dashboard and analytical views of payroll data for all payrolls in all countries;
3.6. Self-Service User Training: Access to the UKG One View Knowledge Base and its training catalog to take all relevant courses pertaining to Launch and the UKG One View Platform;
3.7. Language Packs: Language pack capability that extends beyond English to various countries and the ability to avail of all new languages as they are added to the UKG One View Platform;
3.8. UKG One View Platform User Administration: Unlimited users managed via the user attestation module for access to the UKG One View Platform.
4. Payment Solutions
4.1. The Order details the pay ment solution applicable to each Payroll, including the applicable fees, payment provider, payment type, payment method, funding and payment currencies, payment accountability, and funding model.
4.2. Money Movement. There are two money movement services available which UKG may solution for the Customer:
4.2.1. Locally funded: funds for Payroll Payments in each country are taken from Customer’s local or singular designated bank account(s) in said country(ies), sent to UKG’s Third Party Payment Provider and paid locally to Employees and statutory bodies. For the avoidance of doubt, this solution is provided in one local currency per Payroll.
4.2.2. Centrally funded: all funds required for Customer’s global Payroll Payment needs are taken or pushed from Customer’s singular designated bank to UKG’s Third Party Payment Provider and paid locally to Employees and statutory bodies. For the avoidance of doubt, this solution is provided in one currency from the Customer’s central account and then dispersed in each individual country in the country’s local currency.
4.2.3. The money movement services in 4.2.1 and 4.2.2 will be funded by either wire, direct debit, or reverse wire and are subject to additional charge as set forth in the Order.
4.3. Other Payment Methods (UKG One View Managed only):
4.3.1. Payment Listing: reports are automatically generated and included as standard, at no additional charge, and may be downloaded by the Customer.
4.3.2. Bank File: provided as an ISO20022-PAIN (-001.001.003) standard format, which is subject to an additional charge as set forth in the Order.
4.4. Customer understands that:
4.4.1. All Employees will be paid in the local currency for the country payroll they are paid in unless agreed and documented otherwise in the Order.
4.4.2. Customer is required to disclose any Employees within the overall headcount that are paid in more than one country during the Requirements phase of the project.
4.4.3. UKG shall not be liable to Customer for any suspension, withdrawal, interruption, termination or reinstatement of Customer’s access to UKG One View Payments.
4.4.4. In the event of civil, economic or other factors occurring in a particular jurisdiction for which UKG is contractually obliged to perform its UKG One View Payments which result in ambiguity in terms of which tax authority to pay, Customer shall determine which, if any, tax authority will, or will not, be paid. Customer acknowledges and agrees that if such payments are later disputed, Customer shall be solely liable and responsible for the funds. For the avoidance of doubt, UKG shall not be obligated to reimburse Customer for any monies paid in accordance with Customer’s determination. As an Additional Service, UKG will assist Customer in its dispute, for so long is commercially reasonable.
4.4.5. Acting as Customer’s agent hereunder, UKG acknowledges and agrees that it owes a fiduciary duty to Customer to:
4.4.5.1. Exercise proper care, skill and diligence when carrying out its obligations in relation to UKG One View Payments;
3 (2025.02.10)
4.4.5.2. Not act for its own benefit when carrying out its obligations in relation to the UKG One View Payments;
4.4.5.3. Not act for a Third-Party Payment Provider’s benefit when carrying out its obligations in relation to UKG One View Payments and will take all commercially reasonable steps to reinstate Customer’s access to UKG One View Payments.
4.5. Language. UKG One View Payments and any associated documents, reports and materials, shall be provided in English.
4.6. Payment Process
4.6.1. Customer shall provide all required Payroll inputs to UKG and approve the Payroll outputs produced by UKG (“Payroll Results Set”) in accordance with the payroll calendar agreed between the Parties which includes dates related to the provision of the UKG One View Payments (“Payroll Calendar”).
4.6.2. When UKG One View Payments is used with UKG One View Managed, by approving the Payroll Results set, Customer also:
4.6.2.1. approves the Payment Listing or Bank File (as applicable);
4.6.2.2. instructs UKG to book the Payroll Payments using the procedures (including, but not limited to, lodgement procedures) agreed between the Parties from time to time, and by making such instruction Customer understands that it is not acting as a Direct User (as defined hereafter) of UKG One View Payments.
4.6.3. When UKG One View Payments is used with UKG One View Connect:
4. the Customer must upload its own gross-to-net file from its provider (which must be in a standard UKG format); and
4.6.3.1. book the Payroll Payments using the procedures (including, but not limited to, lodgement procedures) agreed between the Parties from time to time, and by making such instruction Customer understands that it is not acting as a Direct User (as defined hereafter) of UKG One View Payments.
4.6.3.2. In order to complete the Payroll Payment, Customer must then complete a security authentication, as set and updated by UKG, in order to execute the Payroll Payment. UKG will not have the authority as agent of Customer (or Customer’s Parent, if applicable) to execute any Payroll Payment of Customer’s behalf.
Customer is solely responsible for completing the Payroll Payment process and providing security authentication, if applicable, and liable for any resulting damages and penalties.
4.7. Customer Funds.
4.7.1. Customer is responsible for ensuring that funds are available in Customer’s Funding Account on time to make the Payroll Payments. UKG is not responsible for any delay or failure to deliver Payroll Payments due to lack of Customer Funds, or any consequences therefrom.
4.7.2. Where Payroll Payments are not delivered due to lack of Customer Funds in the Funding Account, UKG will work with Customer to complete the necessary steps to deliver such Payroll Payments. Such efforts by UKG will constitute an Additional Service.
4.7.3. For the avoidance of doubt, Customer Funds will never be transferred to, transferred from or held in UKG accounts for any reason whatsoever.
4.8. Incomplete Transactions.
4.8.1. Customer and UKG will agree, on a case-by-case basis, to address Incomplete Transactions, which procedures will include, but not be limited to, instructions on treatment of Customer Funds associated with Incomplete Transactions
4.8.2. UKG will promptly (and in any event within 24 hours of a Third Party Payment Provider being notified) notify Customer of any Incomplete Transactions. Customer will promptly notify UKG of any Incomplete Transactions.
4.8.3. If an Incomplete Transaction is caused by: (1) Customer providing incorrect payor or payee bank account details to UKG or (2) lack of Customer Funds, UKG will work with the Customer to complete the necessary steps to deliver the applicable Payroll Payments and such efforts by UKG will constitute an Additional Service.
4.9. Direct Debits/ACH Payroll Payments
4.9.1. In order to cancel, dispute or reverse a Payroll Payment where the Payroll Payment is funded through direct debit/ACH, Customer shall: (i) contact its bank to effectuate such a change and (ii) notify UKG promptly so that UKG can notify the Third Party Payment Provider.
4.9.2. In the event that the Third Party Payment Provider has not completed an authorized Payroll Payment and Customer has notified its bank to cancel, dispute or reverse the direct debit/ACH payment, then (i) any loss arising from such cancellation, and (ii) additional cancellation fees, such as, but not limited to, administration fees or fees for redundant work, may be charged to and payable by Customer. Customer shall pay any such charges within one (1) business day of notification from UKG.
4.9.3. In the event that the Third Party Payment Provider has completed an authorized Payroll Payment before receiving cleared and settled funds from Customer, including where a direct debit/ACH payment is reversed, cancelled or disputed, and those funds are not received by the Third Party Payment Provider from the Customer, then Customer
4 (2025.02.10)
shall pay UKG the amount of the Payroll Payment, plus interest, at the rate of five percent (5%) per annum. Customer shall pay such amounts within one (1) business day of notification from UKG.
4.9.4. Customer is responsible and liable for any expenses incurred in connection with the Third Party Payment Provider’s authorized execution of a debit instruction(s) for Payroll Payment(s).
5. Warranty.
Each Party warrants that as of the Effective Date it or any entity or person that has direct or indirect control of fifty percent or more of its shares ("Beneficiaries") are not subject to any economic, trade or financial sanctions or other trade restricti ons administered or enforced by the United Nations, the European Union, the United States of America or any other relevant jurisdiction, including, without limitation, the EU Consolidated list of persons, groups and entities subject to EU financial sanctions, the U.S. Treasury Department Office of Foreign Assets Control list of Specially Designated Nationals and Blocked Persons or any similar list maintained by any EU member state or the country of registration of Customer ("Sanctions").
6. Fees.
6.1. C ustomer acknowledges and agrees that Immedis Inc., a subsidiary of UKG Inc. will provide one (1) consolidated invoice, with fees billed monthly in arrears, itemizing all fees by Payroll. Fees are collected via direct debit or reverse wire, unless stated otherwise in the Order. All end of year Payroll Runs will be included in the invoice submitted to Customer in January for fees payable for December.
6.2. Recurring Fees. UKG will charge invoice Customer a Per-Employee Processing Fee per Payment Run and a Statutory Processing Fee per Payment Run as set forth in the Order (“ Recurring Fees”) based on actual Employee headcount and total amount of Payroll Runs per month. The Billing Start Date for Recurring Fees is the Go-Live Date. UKG reserves the right to charge different fees for any additional Payrolls requested by Customer.
6.3. Setup Fees. The Setup Fees will be billed upon the Effective Date and will be payable in accordance with the terms of the Order. The Setup Fees are based on estimates of Employee numbers for each Payroll provided by Customer as of the Effective Date. UKG will calculate actual Employee numbers on the Go-Live Date and if the actual number of Employees exceeds the number of Employees in the Order, UKG will invoice, and Customer shall pay additional Setup Fees for the excess Employees. If the actual number of Employees is less than the number of Employees in the Order, UKG not provide any refunds, pro-rations or concessions for the difference.
7. C ustomer Responsibilities
7.1. Customer (or where Customer is not the Parent of all Customer Entities, then Parent) must enter into a written and signed authorization for UKG One View Payments to be provided by any Third Party Payment Provider. This authorization must be completed prior to Launch. Customer understands and agrees that UKG shall only begin implementation after Customer provides a complete, true and accurate agent authorization, executed by Customer.
Customer understands that each Third Party Payment Provider will require a separate agent authori zation and Customer agrees to enter into multiple agent authorizations as required. Customer understands and agrees that UKG will be free of any and all responsibility for any delays in project Launch (as defined in the Order) due to Customer’s failure to timely provide a properly executed agent authori zation and any additional information required by a Third Party Payment Provider.
7.2. UKG shall have the right to require, on a reasonable basis, Customer to demonstrate its compliance with any applicable laws or rules relating to the provision of UKG One View Payments.
Customer shall provide to UKG all required inputs, and any other information UKG deems necessary for UKG One View Payments and shall approve such inputs in accordance with a mutually-agreed payroll calendar including dates related to the provision of One View Payments (the “ Payroll Calendar”). Customer shall provide all such inputs and information in machine readable formats acceptable to UKG . If the Customer requires changes to the template, Customer will pay UKG for additional templates. Customer is solely responsible for providing complete, accurate, and timely inputs in accordance with the timeframes set forth in the Payroll Calendar. UKG will not audit or test the information provided by Customer. UKG will have no liability for any issues arising out of Customer’s provision of incomplete, inaccurate, outdated, or untimely information hereunder, or information provided by Customer without the required consents.
UKG will request Customer background information as necessary to set up the Customer’s account and fulfil various regulatory and legislative requirements including, but not limited to, anti -money laundering and counter terrorist financing due diligence requirements. The information will be requested prior to Launch (as defined in the Order) and periodically thereafter. If this information is not provided to UKG within thirty (30) days of the request, UKG reserves the right to terminate UKG One View Payments for cause.
7.3. Customer is solely responsible for payment of all tax penalties, interest, fines or other liability imposed by any federal, state or local government, government agency, or any other taxing authority (“Penalties”) and additional Fees if (i) the information Customer provides to UKG through UKG One View Payments is incorrect, late, inaccurate, or incomplete, (ii) Penalties are the result of a negligent act or omission of the Customer, or (iii) a party other than UKG or its ICPs (as applicable) fails to perform UKG One View Payments in a timely manner.
5 (2025.02.10)
7.5 The specific record retention schedules established by governmental entities applicable to Customer are the responsibility of Customer and are not the responsibility of UKG or the services being provided under the Agreement. UKG has no responsibility or liability for maintaining or retaining said records for Customer.
7.6 Where an ISO bank file is to be provided to the Customer to execute the Employee payments as indicated in the Order, the Customer is responsible for confirming directly with the relevant bank(s) for each country that within that country the ISO20022.PAIN.001.001.003 file type can be used to deliver Employee payments. This responsibility also applies to any country which utilizes the SEPA payment file (SEPA Credit Transfer in Europe).
7.7 Customer shall provide all Employee information directly to UKG. Customer shall put systems in place to respond to queries from Employees relating to their pay statement, and shall make reasonable efforts to prevent Employees contacting UKG with ad hoc queries such as:
7.7.1 factual matters agreed between Customer and UKG (including, without limitation, dates relating to the Payroll Calendar);
7.7.2 queries to which the Parties have agreed and documented standard responses, which may be referred to as FAQs; and
7.7.3 repeat queries, where UKG has already provided answers to Customer.
7.8 Customer shall ensure Customer’s staff are trained appropriately in UKG One View Payments through self -directed training made available by UKG at https://immedis.learnupon.com.
Customer shall promptly report any violation of this Section 7 to UKG and take any additional steps reasonably requested by UKG to remedy any such violation and prevent future violations.
8. Unauthorized Use.
8.1. UKG, the Third Party Payment Provider , and Customer must comply with applicable Third Party Payment Provider terms and conditions provided as part of the authorization document entered into by the Customer. Upon becoming aware of any actual or suspected breach of the Third Party Payment Provider terms and conditions, the Order, or Agreement (including this Services Description) which impacts, or could impact UKG One View Payments, UKG and Customer shall promptly inform the other Party of such breach.
8.2. UKG will ensure that any Third Party Payment Provider will:
8.2.1. only use UKG One View Payments for the purpose of making Payroll Payments (including managing Incomplete Transactions) with the prior authority of the Customer; and
8.2.2. not cause Customer Funds to be mixed with funds controlled by any person or entity other than Customer (including, but not limited to, other UKG customers or UKG itself).
9. Errors in Payment Processing
9.1. Customer will monitor, review and perform due diligence on all receipts, disbursements, proofs of submission and/or payment, and electronic acknowledgements provided by UKG or any third party (e.g. Third Party Payment Provider or ICP) (each, an “Acknowledgement”). Any and all errors that Customer discovers must be reported to UKG within forty- eighty (48) hours of the date of the Acknowledgement. If Customer fails to report such an error Customer to UKG within this forty-eighty (48) hour period, and the error should have been discovered as a result of Customer’s commercially reasonable monitoring review, and/or due diligence, then UKG, or a Third Party Payment Provider or ICP will not be responsible for providing any assistance in remediation of such error. Where Customer is responsible for an error, UKG will reasonably assist Customer in remediation of such error, at Customer’s expense, which will be billed on a time and materials basis.
9.2. If an error leads to the imposition of Penalties on Customer that would not otherwise have been imposed, then whichever Party is responsible for the error, either UKG (or Third Party Payment Provider or ICP) or Customer, shall be responsible for those Penalties.
9.3. Regardless of any responsibility for an error:
9.3.1. Customer remains responsible for payment of statutory obligations (tax, social insurances, social pensions, workers compensation, etc.) and third -party deductions relating to the Employees served by UKG under the Services Description; and
9.3.2. UKG is not responsible for an error of any third party (other than a Third Party Payment Provider or ICP).
10. Direct Use of Third Party Payment Provider Services by Customer.
10.1. Customer may request access for users to transact directly with a Third Party Payment Provider for certain non-Payroll Payments (each user, a “Direct User”).
10.2. Customer will not exercise this right without prior written notice to UKG.
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10.3. In such a scenario, Customer shall be provided with direct access to the Third Party Payment Provider services subject to the Third Party Payment Provider’s terms and Customer shall be solely responsible for the transactions provisioned to Customer as a Direct User. For the avoidance of doubt, this means that any liability set out herein which is assumed by UKG, shall not apply to the activities of Direct Users.
11. T ermination
11.1. In addition to the termination rights set forth in the Agreement:
11.2. UKG may immediately terminate a Payroll under this Services Description if UKG is unable to provide UKG One View Payments to a country or jurisdiction; and
11.3. UKG may immediately terminate or suspend the Agreement in the event of a breach of the warranty set forth in Section 5 above.
12. Key Performance Indicators
The key performance indicators (“KPIs”) shall be made available to the Customer on the UKG Community and UKG One View Knowledge Base.
Customer acknowledges that KPI Credits shall serve as Customer’s sole and exclusive remedy in connection with UKG not meeting any Minimum Performance percentage in full and final settlement of any KPI claims. For the avoidance of doubt, the KPI Credit shall be in recognition of the diminished value of the Services resulting from UKG’s failure to meet the Minimum Performance percentage, and not as a penalty. KPI Credits and the Minimum Performance percentage are set forth in the UKG Community and UKG One View Knowledge Base.
Exhibit “C-1” UKG Services Descriptions
UKG Pro Clinical Scheduling Extensions Services Description
Exhibit “C-1” UKG Services Descriptions
UKG Pro Extended Services Description
Exhibit “C-1” UKG Services Descriptions
UKG Pro Extended Services Description
1 2024.03.21
UKG Pro Extended Services
Services Description
1. Services Description
This services description (“Services Description ”) applies to UKG Pro Extended Services, a Subscription Service associated with the UKG Pro Pay and UKG Pro People Center. The UKG Pro Extended Services to which this Services Description applies include ES Optimization, ES Tailored Optimization, ES Analytics Assessment and Development, ES Tailored Optimization and ES Analytics Development, ES Year -End, ES Benefits Services, ES Analytics Development, ES Security and System Administration, and ES Consulting Services (collectively, “Extended Services”) as set forth in the applicable Order . This Services Description is subject to and governed by the Order and the corresponding agreement that governs Customer’s use of Subscription Services and other Services (collectively, the “Agreement”).
2. UKG Pro Extended Services – Optimization (“ES Optimization”) (includes ES Assessment, ES Security Configuration, ES Release Adoption and ES Analytics Assessment) If ES Optimization is ordered by Customer, UKG will provide Customer with the following:
ES Optimization
• ES Assessment
o Review Customer’s key business processes and touch points to Subscription Services, current configuration, any areas of concern, support case trends, and training opportunities. o Identify opportunities for improvement and best practice configuration. o Provide analysis and recommendations to optimize Subscription Services configuration. o Guide customers through making recommended configuration changes to standard delivered solution functionality which are approved in writing by Customer only. o Document specific configuration recommendations including any updates completed. o Assumptions:
UKG will review configuration for activated and deployed modules only. Employee Self-Service and Manager Self-Service are activated and deployed. UKG will schedule continuous virtual review sessions with Customer each year. • ES Security Configuration
o Overview of Customer’s current security dashboard including, but not limited to: multi-factor authentication, security notifications, Web Services (if applicable), Single-Sign On (if applicable), database encryption and platform configuration considerations. Identify opportunities for improvement and best practice configuration.
o Overview of Customer’s system administration practices including but not limited to: password administration, system settings and display options, test system usage (if applicable). Identify opportunities for improvement and best practice configuration. o Review Customer’s current role and workflows.
o Identify opportunities for improvement and recommend best practices in process, workflow and configuration to optimize security and administration within the core Subscription Services approved in writing by Customer only.
o Document specific configuration recommendations including any updates completed. o Assumptions:
UKG will review security configuration for activated and deployed modules only. Employee Self-Service and Manager Self-Service are activated and deployed. UKG will schedule continuous virtual sessions with Customer each year. • ES Release Adoption
o Identify standard delivered features and functionality in current and most recent Subscription Services software releases (Fall , Spring) that have been deployed but have not been utilized and that could be of value to Customer to streamline workflow and/or improve configuration. o Review Customer’s current configuration and gather any Customer requirements for the identified features and functionality.
o Prioritize features based on Customer feedback and UKG recommendations. o Guide Customer through turning on their prioritized selections and ensure that they have captured the go forward management into their business processes which are approved by customer in writing only.
o Document specific recommendations including any updates completed. o Provide supporting documentation and/or guide customer to training materials for new features and/or configuration changes made.
o Assumptions:
UKG will review and analyze releases for activated and deployed modules only.
Exhibit “C-1” UKG Services Descriptions
UKG Pro Extended Services Description