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The Infosoft Group LLC dba Circa; 2022-01-01;
{{Dte_es_:signer1:date} {{Dte_es_:signer1:date} AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR DIVERSITY RECRUITMENT SERVICES INFOSOFT GROUP, LLC, DBA CIRCA This Amendment No. 1 is entered into and effective as of the 1st day of January, 2023, extending the agreement dated January 1, 2022 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Infosoft Group, LLC, dba Circa, a limited liability corporation, (“Contractor") (collectively, the “Parties”) for diversity recruitment services. RECITALS A. The Parties desire to extend the Agreement for a period of one year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of one year ending on December 31, 2023. 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. 4. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Judy von Kalinowski, Human Resources Director Dana Serrano, General Counsel dana.serrano@circaworks.com (print name/title) ATTEST: By: (sign here) FAVIOLA MEDINA Jim McCann, Chief Financial Officer jim.mccann@circaworks.com City Clerk Services Manager (print name/title) APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ City Attorney DocuSign Envelope ID: C9A2E9AB-AB46-4DF1-97AB-7BC9A0B0CCF9 J~ ~ Page 1 of 2 Product Schedule This agreement is entered into between The Infosoft Group LLC, dba Circa, and the customer listed in the signature below, (“Customer”). This is a non-cancelable and non-refundable purchase. All recurring services will be billed Quarterly. Start Date: 1/1/2023 Term Length: 12 months Billing Start Date: 1/1/2023 Payment Method: ACH Diversity Powered Subscription Product Quantity - Net Unit Price Net Total <5 Concurrent Job Postings with Marketing 1 $7,344.75 $7,344.75 Set-Up Fee 1 $0.00 $0.00 Diversity Postings Screen Shots 1 $0.00 $0.00 Screenshot proofs of all jobs live on each diversity site, saved records available and for download, 1-100 concurrent jobs Diversity Powered Subscription Total: $7,344.75 Total Contract Value: Sales tax will be added in applicable states. This Product Schedule is an exhibit to and subject to the terms of the Master Services Agreement, the standard terms of which are located at https://employer.circaworks.com/contract-terms. The following terms are hereby incorporated into the Master Services Agreement incorporated by reference above. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A- :VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. $7,344.75 DocuSign Envelope ID: C9A2E9AB-AB46-4DF1-97AB-7BC9A0B0CCF9 Page 2 of 2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. The following terms supersede the terms in the Master Service Agreement: Term and Termination. This Agreement will be for a term of one year beginning January 1, 2022 and ending on December 31, 2022. The parties may mutually agree in writing to extend the Agreement for up to four additional one-year terms. Confidentiality. (a) All proprietary and other nonpublic information of Customer and its clients (including without limitation, the identity of Customer’s clients) disclosed to Infosoft in the course of Infosoft’s performance of Services under this Agreement (collectively, "Customer Confidential Information") shall be treated confidentially by Infosoft. (b) All proprietary and other nonpublic information of Infosoft disclosed to Customer in the course of Infosoft’s performance of Services under this Agreement, including without limitation the source code and documentation pertaining to the Services (collectively, “Infosoft Confidential Information”), but not including this Agreement or its terms and pricing.(c) Neither party shall, during or after the Term, use or disclose any Confidential Information of the other party, except in furtherance of this Agreement, as required by the California Public Records Act and the Civil Discovery Act, or under a court order or subpoena, in which case notice of the order or subpoena shall, if permitted, be sent to the disclosing party, without the prior written consent of the disclosing party. The recipient of Confidential Information shall immediately deliver to the disclosing party (or destroy and certify the destruction of), at any time upon the disclosing party’s request, any data, records or documents in its possession or control which contain the disclosing party’s Confidential Information. Governing Law; Consent to Jurisdiction. This Agreement shall be deemed to be a contract made under, and shall be construed in accordance with, the laws of the State of California. Each party agrees that an action or proceeding arising out of or relating to this Agreement shall be heard exclusively in the state courts of the State of California and the federal courts located in the State of California (if subject matter jurisdiction exists), and consent to the jurisdiction and venue of such courts. The parties agree that this contract is not a contract for the sale of goods; therefore, this Agreement shall not be governed by any codification of Article 2 or 2A of the Uniform Commercial Code, or any codification of the Uniform Computer Information Technology Act ("UCITA"), or any references to the United National Convention on Contracts for the International Sale of Goods. DocuSign Envelope ID: C9A2E9AB-AB46-4DF1-97AB-7BC9A0B0CCF9 {{Dte_es_:signer1:date} {{Dte_es_:signer1:date} {{!bcName {{*bcPhone_es_:phone {{*bcEmail1_es_:isemail {{bcEmail2_es_:isemail {{*bStreet {{*bCity {{*bState {{*bZip {{!InvDelMethod}} {{$b} {{$a} {{*teForm_es_:signer1:attachment:label(“tax exemption certificate”):showif(taxE=”Yes”)}} {{$d} {{$c} {{*poNum_es_:signer1:showif(poR=”Yes”)}} {{$f} {{$e} {{*tpPayIns_es_:signer1:multiline(10):string(maxlen:750):showif(tpPay=”Yes”)}} Accounts Payable and Invoicing Instructions Billing Contact Name: Billing Phone Number: Billing Contact Email: Billing Secondary Email: Billing Address: Debbie Porter 760-621-1221 debbie.porter@carlsbadca.gov Street: 1635 Faraday Ave City: State: Carlsbad CA Zip/Postal Code: 92008 *Used for sales tax if applicable. Invoice Delivery Method: Are you Tax Exempt? No Yes If yes, please provide your tax exemption certificate: PO Required? No Yes If yes, provide PO Number: Will you use a third party payment process? No Yes If yes, please provide instructions on registering as a supplier/vendor. DocuSign Envelope ID: C9A2E9AB-AB46-4DF1-97AB-7BC9A0B0CCF9 @ 0 0 0 0 0 Diversity Recruitment Solutions Diversity Recruiting Subscription • Users: unlimited • Applicable states: nationwide • Job postings: concurrent job slots outlined in product schedule • Unrestricted candidate database access in all applicable states outlined in product schedule Position and Company Exposure • Cross-posting of all jobs to the Circa and DiversityJobs networks of hundreds of local and diversity employment websites some of which are: • AfricanAmericanHires.com • AllLGBTJobs.com • AsianHires.com • VeteranJobs.net • DisabilityJobs.net • DiversityJobs.com • LatinoJobs.org • Jobs.LocalJobNetwork.com • OverFiftyJobs.com • NativeJobs.org • WeHireWomen.com Applicant Tracking System (ATS) • Manage applicants from all recruiting sources • Hiring stage folders • Record notes, send messages, and disposition candidates • Pre-screen and post-applicant questionnaires • Job applicant reporting Mirroring Program (if using your own ATS) • Program pulls jobs from your website and posts them onto our job board websites* • Redirect all applicants seamlessly from our job board website to your applicant tracking system • No manual posting necessary • Program updates daily *ATTENTION: Immediately notify Circa about changes to your ATS vendor or the site/URL where your jobs are being mirrored. If changes are not communicated, mirroring and other services listed in the subscription agreement will cease until the information is updated. DocuSign Envelope ID: C9A2E9AB-AB46-4DF1-97AB-7BC9A0B0CCF9 lJJrca. From this point forward, business will be different. circaworks.com info@circaworks.com (800) 984-3775 1000 North Water Street, Suite 1200 Milwaukee, WI 53202 PoweredBy™ (if using Circa’s ATS) • Pulls jobs posted in our applicant tracking system (ATS) and populates them directly onto your careers page • Automatically updates • Allows for seamless transition and an easy, streamlined application process Community and Diversity Outreach Open jobs are emailed daily through our Community and Diversity Outreach program connecting your jobs with active and passive job seekers from our community partners. The community and diversity outreach partners receive jobs that match criteria they specifically requested and share the positions with the appropriate members of their organizations. • Minorities • Women • Individuals with disabilities • (IWDs) • Veterans • Diversity organizations • Universities and colleges • LGBTQ • Historically black colleges and universities • State workforce agencies • Construction/skilled trades • Professional/technical groups • Business professionals Outreach Management System • Increase targeted outreach to local organizations through linkage agents • Track communication while building relationships with community and diversity partners • Create customized messages with ability to attach documents • Record notes to document activity • Ability to add local organizations and contacts • On-demand reporting to track all activity per user Linkage Agents • Customize your outreach to target underrepresented groups • Send your jobs to specific organizations • Targeted company branded emails come directly from user • Select frequency and filter jobs promoted to organizations Equal Employment Opportunity (EEO) Notice to Applicants [OPTIONAL] • EEO notice language is included as a predefined question in the questionnaire feature DocuSign Envelope ID: C9A2E9AB-AB46-4DF1-97AB-7BC9A0B0CCF9 lJJrca. From this point forward, business will be different. circaworks.com info@circaworks.com (800) 984-3775 1000 North Water Street, Suite 1200 Milwaukee, WI 53202 Accessibility • Accessibility features ensure disabled job seekers can easily navigate our sites, find company information and open positions, and have a fair application experience Unbiased Candidate Sourcing and Scoring Diversity Sourcing • Skill based evaluations of candidates and applicants • Discover hundreds of qualified, underrepresented candidates in seconds rather than spending days or weeks sourcing passive candidates * • Attract applicants from a diverse network of partnerships * *Note: refer to your contract for credit inclusions. Additional credits are available for purchase. Employer Branding Company Profile Page • Customized company overview • Links to all job postings Social Media • Promote your social media presence • Ability to manually Tweet positions • Connect candidates to your social media accounts on Facebook, Twitter, LinkedIn, and YouTube, which are promoted on your open jobs and company profile • Stay Connected Complimentary Resources • The OFCCP Digest • Webinars • Articles and Podcasts Circa’s commitment to excellence practices a discipline of continuously enhancing products and services. Information within is subject to change without notice. DocuSign Envelope ID: C9A2E9AB-AB46-4DF1-97AB-7BC9A0B0CCF9 lJJrca. From this point forward, business will be different. in• f circaworks.com info@circaworks.com (800) 984-3775 1000 North Water Street, Suite 1200 Milwaukee, WI 53202 Holder Identifier : 7777777707070700077763616065553330773617556304557607453136772406310073650566157330020762404113076110207126051332270112075266375720767300736605553201671207304011352270130077727252025773110777777707000707007 6666666606060600062606466204446200600002406226002006222204062042002062220042400602000600002406226002006222006040240002062220042620622020622022426204000206220226242222602066646062240664440666666606000606006Certificate No : 570090696039 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 12/20/2021 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER Aon Risk Services Southwest, Inc. Dallas TX Office5005 Lyndon B Johnson FreewaySuite 1500Dallas TX 75244 USA PHONE(A/C. No. Ext): E-MAILADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (866) 283-7122 INSURED 29459Twin City Fire Insurance CompanyINSURER A: 29424Hartford Casualty Insurance CoINSURER B: 27120Trumbull Insurance CompanyINSURER C: 37273AXIS Insurance CompanyINSURER D: 20281Federal Insurance CompanyINSURER E: INSURER F: FAX(A/C. No.):(800) 363-0105 CONTACTNAME: The Infosoft Group LLC1000 N. Water StreetSuite 1100Milwaukee WI 53202 USA COVERAGES CERTIFICATE NUMBER:570090696039 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, Limits shown are as requested POLICY EXP (MM/DD/YYYY)POLICY EFF (MM/DD/YYYY)SUBRWVDINSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG X X X GEN'L AGGREGATE LIMIT APPLIES PER: $1,000,000 $300,000 $10,000 $1,000,000 $3,000,000 $3,000,000 B 06/01/2021 06/01/2022Y08 UUN BA9929 PRO-JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE(Per accident)X X BODILY INJURY (Per accident) $1,000,000C06/01/2021 06/01/2022 $1,000 COMBINED SINGLE LIMIT(Ea accident)08 UUN BA9929 Comp./Coll.Ded. EXCESS LIAB X OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED $5,000,000 $5,000,000 $10,000 06/01/2021UMBRELLA LIABB 06/01/202208XHUBA9779 RETENTIONX X E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $1,000,000 X OTH-ERPER STATUTEA06/01/2021 06/01/2022 $1,000,000 Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER N / AN WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $1,000,000 08WBAF8RZF Aggregate Limit8260510012/01/2021 12/01/2022 Claims Made $50,000SIR EPL - PrimaryE SIR applies per policy terms & conditions $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Carlsbad is included as Additional Insured in accordance with the policy provisions of the General Liability policy. CANCELLATIONCERTIFICATE HOLDER AUTHORIZED REPRESENTATIVECity of Carlsbad1635 Faraday Ave.Carlsbad CA 92008 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ~ I AC~Re>® ~ I -D □ - =7 □ □ - -- -- -- -H I I I I I C AGENCY CUSTOMER ID: ADDITIONAL REMARKS SCHEDULE LOC #: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:ACORD 25 FORM TITLE:Certificate of Liability Insurance EFFECTIVE DATE: CARRIER NAIC CODE POLICY NUMBER NAMED INSUREDAGENCY See Certificate Numbe See Certificate Numbe 570090696039 570090696039 Aon Risk Services Southwest, Inc. 570000070480 ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. INSURER INSURER INSURER INSURER INSURER(S) AFFORDING COVERAGE Page _ of _ NAIC # The Infosoft Group LLC TYPE OF INSURANCE POLICY NUMBER LIMITS OTHER D Cyber Liability P00100060334001 06/01/2021 06/01/2022 Limit of Liability $3,000,000 SIR $100,000 Claims Made ADDL INSD INSR LTR SUBR WVD POLICY EFFECTIVE DATE (MM/DD/YYYY) POLICY EXPIRATION DATE (MM/DD/YYYY) SIR applies per policy terms & conditions ACORD 101 (2008/01)© 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD I I State wise Underwriting Company for WC AGENCY CUSTOMER ID: ADDITIONAL REMARKS SCHEDULE LOC #: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:ACORD 25 FORM TITLE:Certificate of Liability Insurance EFFECTIVE DATE: CARRIER NAIC CODE POLICY NUMBER NAMED INSUREDAGENCY See Certificate Numbe See Certificate Numbe Aon Risk Services Southwest, Inc. 570000070480 570090696039 570090696039 Page _ of _ The Infosoft Group LLC Policy # 08WBAF8RZF Policy term: 06-01-21 to 06-01-22 Policy Type: Workers Compensation (1) Underwriting Company Name : Hartford Underwriters Insurance Company State: MN (2) Underwriting Company Name : Twin City Fire Insurance Company State: AL, PA, TX, WI, NV, NC, GA, IL, FL, MA, AZ, NH, VA, TN, MD, OH and CO (3) Underwriting Company Name : Hartford Insurance Company of IllinoisState: DC ACORD 101 (2008/01)© 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD I Page 1 of 2 Product Schedule This agreement is entered into between The Infosoft Group LLC, dba Circa, and the customer listed in the signature below, (“Customer”). This is a non-cancelable and non-refundable purchase. All recurring services will be billed Quarterly. Start Date: 1/1/2022 Term Length: 12 months Billing Start Date: 1/1/2022 Payment Method: ACH Diversity Powered Subscription Product Quantity - Net Unit Price Net Total <5 Concurrent Job Postings with Marketing 1 $6,995.00 $6,995.00 Set-Up Fee 1 $-995.00 $0.00 $0.00 Diversity Postings Screen Shots 1 $0.00 $0.00 Screenshot proofs of all jobs live on each diversity site, saved records available and for download, 1-100 concurrent jobs Diversity Powered Subscription Total: $6,995.00 Total Contract Value: Sales tax will be added in applicable states. This Product Schedule is an exhibit to and subject to the terms of the Master Services Agreement, the standard terms of which are located at https://employer.circaworks.com/contract-terms and attached to this Product Schedule. The following terms are hereby incorporated into the Master Services Agreement incorporated by reference above. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A- :VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be $6,995.00 DocuSign Envelope ID: 31460FCC-DC95-4432-AA2A-C0B1958AB017 Page 2 of 2 {{*rcName }} {{*rcEmail_es_:isemail }} {{rcRole }} maintained for a period of five years following the date of completion of the work. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. The following terms supersede the terms in the Master Service Agreement: Term and Termination. This Agreement will be for a term of one year beginning January 1, 2022 and ending on December 31, 2022. The parties may mutually agree in writing to extend the Agreement for up to four additional one-year terms. Confidentiality. (a) All proprietary and other nonpublic information of Customer and its clients (including without limitation, the identity of Customer’s clients) disclosed to Infosoft in the course of Infosoft’s performance of Services under this Agreement (collectively, "Customer Confidential Information") shall be treated confidentially by Infosoft. (b) All proprietary and other nonpublic information of Infosoft disclosed to Customer in the course of Infosoft’s performance of Services under this Agreement, including without limitation the source code and documentation pertaining to the Services (collectively, “Infosoft Confidential Information”), but not including this Agreement or its terms and pricing.(c) Neither party shall, during or after the Term, use or disclose any Confidential Information of the other party, except in furtherance of this Agreement, as required by the California Public Records Act and the Civil Discovery Act, or under a court order or subpoena, in which case notice of the order or subpoena shall, if permitted, be sent to the disclosing party, without the prior written consent of the disclosing party. The recipient of Confidential Information shall immediately deliver to the disclosing party (or destroy and certify the destruction of), at any time upon the disclosing party’s request, any data, records or documents in its possession or control which contain the disclosing party’s Confidential Information. Governing Law; Consent to Jurisdiction. This Agreement shall be deemed to be a contract made under, and shall be construed in accordance with, the laws of the State of California. Each party agrees that an action or proceeding arising out of or relating to this Agreement shall be heard exclusively in the state courts of the State of California and the federal courts located in the State of California (if subject matter jurisdiction exists), and consent to the jurisdiction and venue of such courts. The parties agree that this contract is not a contract for the sale of goods; therefore, this Agreement shall not be governed by any codification of Article 2 or 2A of the Uniform Commercial Code, or any codification of the Uniform Computer Information Technology Act ("UCITA"), or any references to the United National Convention on Contracts for the International Sale of Goods. Renewal Contact Name: Renewal Contact Email: Renewal Contact Role: DocuSign Envelope ID: 31460FCC-DC95-4432-AA2A-C0B1958AB017 Page 2 of 2 {{Dte_es_:signer1:date}} {{Dte_es_:signer1:date}} By signing below, the customer representative confirms they are authorized to enter into this agreement. CITY OF CARLSBAD, a municipal corporation of the State of California BY: _______________________________________ Judy von Kalinowski, Human Resources Director APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney ATTEST: BY: _____________________________ Faviola Medina, City Clerk Services Manager THE INFOSOFT GROUP dba CIRCA, a Wisconsin Corp BY: _______________________________________ Dana Serrano, General Counsel BY: _____________________________ Jim McCann, Chief Financial Officer DocuSign Envelope ID: 31460FCC-DC95-4432-AA2A-C0B1958AB017 Jv.~ Vt>IA, bJilA,{)WSt:.i D {U.,\A, S' UY'IMM J~ ~ (jlA,Jit, k.. ~IA, J~ R.. "'M1,, ~ fr, {{!bcName }} {{*bcPhone_es_:phone }} {{*bcEmail1_es_:isemail }} {{bcEmail2_es_:isemail }} {{*bStreet }} {{*bCity }} {{*bState }} {{*bZip }} {{!InvDelMethod}} {{$b}} {{$a}} {{*teForm_es_:signer1:attachment:label(“tax exemption certificate”):showif(taxE=”Yes”)}} {{$d}} {{$c}} {{*poNum_es_:signer1:showif(poR=”Yes”)}} {{$f}} {{$e}} {{*tpPayIns_es_:signer1:multiline(10):string(maxlen:750):showif(tpPay=”Yes”)}} Accounts Payable and Invoicing Instructions Billing Contact Name: Billing Phone Number: Billing Contact Email: Billing Secondary Email: Billing Address: Debbie Porter 760-602-2441 debbie.porter@carlsbadca.gov Street: 1635 Faraday Ave City: State: Carlsbad CA Zip/Postal Code: 92008 *Used for sales tax if applicable. Invoice Delivery Method: Are you Tax Exempt? Yes No If yes, please provide your tax exemption certificate: PO Required? Yes No If yes, provide PO Number: Will you use a third party payment process? No Yes If yes, please provide instructions on registering as a supplier/vendor. DocuSign Envelope ID: 31460FCC-DC95-4432-AA2A-C0B1958AB017 @ 0 ■ 0 0 0 Diversity Recruitment Solutions Diversity Recruiting Subscription • Users: unlimited • Applicable states: nationwide • Job postings: concurrent job slots outlined in product schedule • Unrestricted candidate database access in all applicable states outlined in product schedule Position and Company Exposure • Cross-posting of all jobs to the Circa and DiversityJobs networks of hundreds of local and diversity employment websites some of which are: • AfricanAmericanHires.com • AllLGBTJobs.com • AsianHires.com • VeteranJobs.net • DisabilityJobs.net • DiversityJobs.com • LatinoJobs.org • Jobs.LocalJobNetwork.com • OverFiftyJobs.com • NativeJobs.org • WeHireWomen.com Applicant Tracking System (ATS) • Manage applicants from all recruiting sources • Hiring stage folders • Record notes, send messages, and disposition candidates • Pre-screen and post-applicant questionnaires • Job applicant reporting Mirroring Program (if using your own ATS) • Program pulls jobs from your website and posts them onto our job board websites* • Redirect all applicants seamlessly from our job board website to your applicant tracking system • No manual posting necessary • Program updates daily *ATTENTION: Immediately notify Circa about changes to your ATS vendor or the site/URL where your jobs are being mirrored. If changes are not communicated, mirroring and other services listed in the subscription agreement will cease until the information is updated. DocuSign Envelope ID: 31460FCC-DC95-4432-AA2A-C0B1958AB017 lJJrca. From this point forward, business will be different. circaworks.com info@circaworks.com (800) 984-3775 1000 North Water Street, Suite 1200 Milwaukee, WI 53202 PoweredBy™ (if using Circa’s ATS) • Pulls jobs posted in our applicant tracking system (ATS) and populates them directly onto your careers page • Automatically updates • Allows for seamless transition and an easy, streamlined application process Community and Diversity Outreach Open jobs are emailed daily through our Community and Diversity Outreach program connecting your jobs with active and passive job seekers from our community partners. The community and diversity outreach partners receive jobs that match criteria they specifically requested and share the positions with the appropriate members of their organizations. • Minorities • Women • Individuals with disabilities • (IWDs) • Veterans • Diversity organizations • Universities and colleges • LGBTQ • Historically black colleges and universities • State workforce agencies • Construction/skilled trades • Professional/technical groups • Business professionals Outreach Management System • Increase targeted outreach to local organizations through linkage agents • Track communication while building relationships with community and diversity partners • Create customized messages with ability to attach documents • Record notes to document activity • Ability to add local organizations and contacts • On-demand reporting to track all activity per user Linkage Agents • Customize your outreach to target underrepresented groups • Send your jobs to specific organizations • Targeted company branded emails come directly from user • Select frequency and filter jobs promoted to organizations Equal Employment Opportunity (EEO) Notice to Applicants [OPTIONAL] • EEO notice language is included as a predefined question in the questionnaire feature DocuSign Envelope ID: 31460FCC-DC95-4432-AA2A-C0B1958AB017 lJJrca. From this point forward, business will be different. circaworks.com info@circaworks.com (800) 984-3775 1000 North Water Street, Suite 1200 Milwaukee, WI 53202 Accessibility • Accessibility features ensure disabled job seekers can easily navigate our sites, find company information and open positions, and have a fair application experience Unbiased Candidate Sourcing and Scoring Diversity Sourcing • Skill based evaluations of candidates and applicants • Discover hundreds of qualified, underrepresented candidates in seconds rather than spending days or weeks sourcing passive candidates * • Attract applicants from a diverse network of partnerships * *Note: refer to your contract for credit inclusions. Additional credits are available for purchase. Employer Branding Company Profile Page • Customized company overview • Links to all job postings Social Media • Promote your social media presence • Ability to manually Tweet positions • Connect candidates to your social media accounts on Facebook, Twitter, LinkedIn, and YouTube, which are promoted on your open jobs and company profile • Stay Connected Complimentary Resources • The OFCCP Digest • Webinars • Articles and Podcasts Circa’s commitment to excellence practices a discipline of continuously enhancing products and services. Information within is subject to change without notice. Email: jessica.dorsey@carlsbadca.gov DocuSign Envelope ID: 31460FCC-DC95-4432-AA2A-C0B1958AB017 lJJrca. From this point forward, business will be different. in• f circaworks.com info@circaworks.com (800) 984-3775 1000 North Water Street, Suite 1200 Milwaukee, WI 53202