CTR063562_GUS_EULA.pdf

Geographic Solutions

Geographic Solutions Unemployment System

(GUS)®

License Agreement

Copyright © 2022 by Geographic Solutions, Inc. All rights reserved. Trademarks and Acknowledgements:

Virtual OneStop®, Virtual LMI®, Virtual OneStop REO®, VOSGreeter®, VOScan®, VOSJobs®, Virtual Recruiter®, Reemployment Exchange®(REX), Geographic Solutions Unemployment System (GUS)®, and America’s Labor

GUS® END-USER SOFTWARE LICENSE AGREEMENT

THIS AGREEMENT is made by and between GEOGRAPHIC SOLUTIONS, INC., a Florida corporation, with offices at 2570 Coral Landing Blvd., Palm Harbor, Florida 34684 (“GEOGRAPHIC SOLUTIONS”) and the Arizona Department of Economic Security, 1789 W. Jefferson Street, Phoenix, Arizona 85007 (“LICENSEE”) (collectively, the “PARTIES”) in accordance with the Terms and Conditions specified in Contract CTR063562. In the event of a conflict in the provisions of the Contract, as accepted by the State and as they may be amended, the following shall prevail in the order set forth below:

1. ADES Special Terms and Conditions;

2. Uniform Terms and Conditions;

3. Scope of Work or Specification;

4. Attachments that are not included in the Special Terms and Conditions or Uniform Terms and

Conditions;

5. Exhibits;

6. Documents referenced or included in the Solicitation; and

7. Contractor’s License Agreement

W I T N E S S E T H:

WHEREAS, GEOGRAPHIC SOLUTIONS is the owner of, or has acquired rights to, certain Software and Documentation known as the PROGRAM which is the subject of this License Agreement (the

“PROGRAM”);

WHEREAS, LICENSEE desires access and use of the PROGRAM; and

WHEREAS, GEOGRAPHIC SOLUTIONS desires to grant to LICENSEE and LICENSEE desires to obtain from GEOGRAPHIC SOLUTIONS a non-exclusive limited right to access and use the PROGRAM and related documentation solely in accordance with the terms and on the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the promises and agreements set forth herein, the parties, each intending to be legally bound hereby, do promise and agree as follows.

1. DEFINITIONS. In addition to terms elsewhere defined in this Agreement, the following terms shall have the meanings set forth in this Section 1 for purposes of this Agreement:

1.1 DELIVERY. A PROGRAM module will be considered to be DELIVERED to LICENSEE when it is made available to LICENSEE via the World Wide Web.

1.2 DOCUMENTATION means user manuals and other written materials that relate to PROGRAM.

DOCUMENTATION shall include any ERROR CORRECTIONS, MAINTENANCE MODIFICATIONS or BASIC ENHANCEMENTS thereto created by GEOGRAPHIC SOLUTIONS from time to time, and shall include MAJOR ENHANCEMENTS thereto when added to the DOCUMENTATION in connection with services contracted by LICENSEE under separate agreement with GEOGRAPHIC SOLUTIONS.

1.3 ENHANCEMENTS shall mean changes or additions, other than MAINTENANCE MODIFICATIONS, to PROGRAM and related DOCUMENTATION, including all new RELEASES, that improve functions, add new functions, or significantly improve performance by changes in system design or coding.

BASIC ENHANCEMENTS mean any ENHANCEMENTS that are not MAJOR ENHANCEMENTS.

1.4 MAJOR ENHANCEMENTS means changes or additions to the PROGRAM and related DOCUMENTATION that (1) have a value and utility separate from the use of the PROGRAM and DOCUMENTATION; (2) as a practical matter, may be priced and offered separately from the PROGRAM and DOCUMENTATION; and (3) are not made available to GEOGRAPHIC SOLUTIONS' customers without separate charge.

1.5 ERROR is a statement or omission in the PROGRAM that causes or results in a departure from the PROGRAM’S specifications.

1.6 ERROR CORRECTION is either a modification or addition other than ENHANCEMENTS or MAINTENANCE MODIFICATIONS that, when made or added to the PROGRAM, brings the PROGRAM substantially within its specifications, procedure, or routine.

1.7 HOST SERVERS are the specific servers that are the property of GEOGRAPHIC SOLUTIONS. These GEOGRAPHIC SOLUTIONS servers will be accessible to the public and staff of LICENSEE via the Internet.

1.8 MAINTENANCE MODIFICATIONS are any modifications or revisions, other than MAJOR ENHANCEMENTS, to the PROGRAM or DOCUMENTATION that correct ERRORS, support new RELEASES of the operating systems with which the PROGRAM is designed to operate, support new input/output (I/O) devices, or provide other incidental updates and corrections.

1.9 PROGRAM is privately funded restricted computer software composed of the GEOGRAPHIC SOLUTIONS UNEMPLOYMENT SYSTEM® Program Modules listed in Exhibit “A” attached hereto collectively referred to as the PROGRAM including any ERROR CORRECTIONS, MAINTENANCE MODIFICATIONS and ENHANCEMENTS thereto and updates thereof furnished by GEOGRAPHIC

SOLUTIONS.

1.10 PROGRAM ACTIVATION DATE is the earliest date that the PROGRAM is available to the LICENSEE via the World Wide Web.

1.11 QUALIFIED PRIMARY CONTACT means the individual designated by LICENSEE for all technical support communications with GEOGRAPHIC SOLUTIONS. LICENSEE’S designee shall be an experienced and trained user.

1.12 REGULAR BUSINESS HOURS are between 6:00 a.m and 5 p.m. Arizona Time, Monday through Friday, excluding regularly scheduled national and business holidays.

1.13 RELEASE is a new version of the PROGRAM, which may include MAINTENANCE MODIFICATIONS, ERROR CORRECTIONS, and/or ENHANCEMENTS.

1.14 SERVICE AREA is the limited region in which the PROGRAM will be used to provide services to the residents of that specific area.

1.15 STANDARD REPORTING PROCEDURE is the reporting of ERRORS by the QUALIFIED PRIMARY CONTACT, to GEOGRAPHIC SOLUTIONS via fax at 727-786-5871 or E-mail to techsupport@geosolinc.com.

mailto:techsupport@geosolinc.com

1.16 SOURCE CODE is the human-readable form of the PROGRAM including all comments and any procedural code.

1.17 LICENSEE is the entity so identified above and any wholly owned subsidiary thereof that shall be established for the principal purpose of licensing the PROGRAM.

1.18 LICENSE FEES. As consideration for the LICENSE granted herein, LICENSEE agrees to pay the fees for the PROGRAM as set forth in Exhibit “A” and CTR063562 Pricing Workbook.

1.19 USER TYPE is the population of individuals which the PROGRAM will provide services to.

1.20 WORKFORCE INFORMATION DATABASE is a centralized database developed to support states' efforts to develop and maintain a comprehensive labor market and occupational information system.

2. LICENSE GRANT. For the Term of this Agreement and in consideration of the payment of the LICENSE FEES set forth herein, GEOGRAPHIC SOLUTIONS hereby grants to LICENSEE a limited, non- exclusive, nontransferable and non-assignable license to access and use the package of computer and related materials identified in Exhibit “A” for the SERVICE AREA and USER TYPE. The computer and related materials identified in Exhibit “A” shall constitute the PROGRAM.

3. SCOPE OF LICENSE. LICENSEE may use the PROGRAM and DOCUMENTATION for servicing the needs of its business only and is authorized to use, access and display the PROGRAM and DOCUMENTATION on any computer that LICENSEE uses within the scope of its business, including accessing the PROGRAM and DOCUMENTATION via an internet or intranet computer. The grant of this license shall not transfer or vest LICENSEE with any intellectual property rights in and to the PROGRAM and DOCUMENTATION. All rights to the PROGRAM and DOCUMENTATION shall remain the exclusive right of GEOGRAPHIC SOLUTIONS.

4. SERVICE AREA. The SERVICE AREA for this Agreement is the State of Arizona.

5. USER TYPE. The USER TYPE for this Agreement is residents and employers in the SERVICE AREA and the staff providing them workforce development and labor market information services. Certain labor market and employer data will only be available for the SERVICE AREA.

6. INSTALLATION. GEOGRAPHIC SOLUTIONS will install the PROGRAM on the HOST SERVERS.

GEOGRAPHIC SOLUTIONS will not be responsible for delays caused by events or circumstances beyond its reasonable control. The PROGRAM will utilize data from State and Federal sources.

Delays by State and Federal agencies in providing this data may affect the availability of some portions of the PROGRAM.

7. EFFECTIVE DATE This Agreement shall become effective upon execution by both LICENSEE and GEOGRAPHIC SOLUTIONS and the Effective Date shall be the date upon which the last party executes this Agreement.

8. THIRD PARTY DATABASE. The PROGRAM may access a database of businesses. The database of businesses is available through a master agreement between the Connecticut Department of Labor and Data Axle©. Use of the information from the database beyond that associated with the PROGRAM is prohibited without prior written consent from Data Axle. LICENSEE shall not resell or duplicate the information contained in the Data Axle database. LICENSEE’s authorized use of the Data Axle database ceases upon termination or expiration of this Agreement.

9. PUBLICITY. LICENSEE agrees that GEOGRAPHIC SOLUTIONS will be acknowledged as the developer in any reference material and advertising released by LICENSEE regarding the PROGRAM. All credits and acknowledgements will include: “Software Developed by Geographic Solutions, Inc.®, Palm Harbor Florida, (727) 786-7955.” The PROGRAM will include a link to the main GEOGRAPHIC SOLUTIONS web site at www.geographicsolutions.com. LICENSEE agrees that no advertising will be placed on any Internet website created using the PROGRAM without the express prior written approval of

GEOGRAPHIC SOLUTIONS.

10. HIRING. LICENSEE acknowledges that GEOGRAPHIC SOLUTIONS will provide a valuable service by identifying and assigning personnel to LICENSEE. LICENSEE further acknowledges that LICENSEE would receive substantial additional value, and GEOGRAPHIC SOLUTIONS would be deprived of the benefits of its work force, if LICENSEE were to directly hire GEOGRAPHIC SOLUTIONS' personnel after they have been introduced to LICENSEE by GEOGRAPHIC SOLUTIONS. Without the prior written consent of GEOGRAPHIC SOLUTIONS, LICENSEE shall not recruit or hire any personnel of GEOGRAPHIC SOLUTIONS who are or have been assigned to perform work for LICENSEE, without the prior written consent of GEOGRAPHIC SOLUTIONS, for a period of one (1) year after termination of this Agreement.

11. PROGRAM ACTIVATION. Upon execution of this Agreement by both parties, GEOGRAPHIC SOLUTIONS will create the PROGRAM and DOCUMENTATION for LICENSEE and make the PROGRAM and DOCUMENTATION available for access by LICENSEE on the World Wide Web.

12. SUPPORT AND MAINTENANCE. During the term of this Agreement, GEOGRAPHIC SOLUTIONS will provide maintenance and support services in support of the PROGRAM listed in EXHIBIT A. These services shall consist of:

12.1 TELEPHONE SUPPORT. GEOGRAPHIC SOLUTIONS shall provide LICENSEE priority telephone support during REGULAR BUSINESS HOURS that permits LICENSEE to report problems and seek assistance in use of the PROGRAM.

12.2 FAX SUPPORT. GEOGRAPHIC SOLUTIONS shall provide LICENSEE priority fax support during REGULAR BUSINESS HOURS that permits LICENSEE to report problems and seek assistance in use of the PROGRAM.

12.3 E-MAIL SUPPORT. GEOGRAPHIC SOLUTIONS shall provide LICENSEE priority E-mail support during REGULAR BUSINESS HOURS that permits LICENSEE to report problems and seek assistance in use of the PROGRAM.

12.4 ONLINE SUPPORT. GEOGRAPHIC SOLUTIONS shall provide LICENSEE priority online support during REGULAR BUSINESS HOURS that permits LICENSEE to report problems and seek assistance via the GEOGRAPHIC SOLUTIONS Online Project Communication web site.

12.5 ERROR CORRECTION. GEOGRAPHIC SOLUTIONS shall use reasonable diligence to correct https://www.geographicsolutions.com/ https://www.geographicsolutions.com/ https://www.geographicsolutions.com/ https://www.geographicsolutions.com/ verifiable and reproducible over the Internet ERRORS when reported to GEOGRAPHIC SOLUTIONS in accordance with its STANDARD REPORTING PROCEDURES. The ERROR CORRECTION, when completed, may be provided in the form of a "temporary fix," consisting of sufficient programming and operating instructions to implement the ERROR CORRECTION.

12.6 RELEASES. GEOGRAPHIC SOLUTIONS will periodically issue new RELEASES to the PROGRAM, containing ERROR CORRECTIONS and/or ENHANCEMENTS, to LICENSEES who have agreement for support and maintenance in effect. GEOGRAPHIC SOLUTIONS shall provide LICENSEE access to the new RELEASE of the PROGRAM covered by support and maintenance, without additional charge. RELEASES are cumulative; therefore LICENSEE is required to use each new RELEASE as it becomes available.

12.7 DIGITAL MAP CHANGES. GEOGRAPHIC SOLUTIONS agrees to perform minor modifications to the digital maps in the PROGRAM to incorporate geographic boundary changes. GEOGRAPHIC SOLUTIONS will designate modifications resulting from boundary changes as minor or major, depending on its assessment of the development that is required. By way of example, but not by way of limitation, a realignment of a Workforce Development Area definition may be considered a minor change and the introduction of a new geographic layer considered a major change.

12.8 CODE CHANGES RESULTING FROM WID DATABASE STRUCTURE CHANGES. GEOGRAPHIC

SOLUTIONS agrees to perform minor modifications to the PROGRAM to incorporate changes that result from revisions to tables in the WID DATABASE structure on which the PROGRAM operates. WID DATABASE changes must be defined in writing by the U.S. Department of Labor, Employment and Training Administration. GEOGRAPHIC SOLUTIONS in its sole discretion will designate modifications resulting from WID DATABASE changes as minor or major, depending on its assessment of the development that is required. By way of example, but not by way of limitation, a change in a field name may be considered a minor change and the introduction of a new WID DATABASE table structure may be considered a major change.

12.9 REGULATION CHANGES. GEOGRAPHIC SOLUTIONS agrees to modify the PROGRAM, to accommodate modifications in Federal regulations that affect the operation of the PROGRAM, such as the federal Workforce Innovation and Opportunity Act and Trade Adjustment Act, reporting modifications and eligibility requirement changes. Regulation changes must be made in writing by the U.S. Department of Labor, Employment and Training Administration. LICENSEE must provide written documentation of these changes to

GEOGRAPHIC SOLUTIONS.

All such error corrections, bug fixes, patches, updates, New Releases, or other modifications shall be the sole property of GEOGRAPHIC SOLUTIONS.

13. SUPPORT RESPONSE AND RESOLUTION TIME.

13.1 Support Response Time. GEOGRAPHIC SOLUTIONS will take action on any support issue raised by LICENSEE within forty-eight (48) hours of its receipt of notice from LICENSEE of such issue. This period does not include weekends and GEOGRAPHIC SOLUTIONS' holidays. A response will normally occur in significantly less than forty-eight (48) hours.

13.2 Support Resolution Time. The support resolution time required for GEOGRAPHIC SOLUTIONS to answer a question or resolve a problem raised by LICENSEE will vary considerably depending on the type of problem. Usually GEOGRAPHIC SOLUTIONS will answer questions and provide solutions to problems the same day they are received, often immediately. If research or consultation with specialists is required, resolution may take longer.

14. MAJOR ENHANCEMENTS. GEOGRAPHIC SOLUTIONS may, from time to time, make available major ENHANCEMENTS to LICENSEE for an additional charge.

15. BACK LEVEL SUPPORT. GEOGRAPHIC SOLUTIONS will provide support and maintain previous versions and RELEASES of the PROGRAM for a period not to exceed 45 days from the date RELEASE is made available to LICENSEE.

16. EXCEPTIONS. the following matters are not covered by this agreement:

16.1 Loss of functionality resulting from the misuse, improper use, alteration, or damage of the

PROGRAM;

16.2 Loss of functionality caused by modifications in any version of the PROGRAM not authorized by

GEOGRAPHIC SOLUTIONS;

16.3 Loss of functionality resulting from programming software other than the PROGRAM;

16.4 Notwithstanding requirements of SOW section 11.6, loss of functionality proven by GSI that are caused by third-party software utilities, operating systems and database software that may be utilized by the Program. This includes, but is not limited to, MapObjectsLT®, ASPEmail®, Polarspellchecker®, CKEditor®, Corda PopChart®, Corda Highwire®, Infragistics®, Sovren Resume Parser®, Visifire®, Dotimage®, Web TWAIN®, Microsoft® Internet Information Server®, Microsoft Silverlight®, Adobe Flash®, Adobe Acrobat® and Microsoft SQL Server®;

16.5 Loss of functionality resulting from the combination of the PROGRAM with such other programming or equipment to the extent such combination has not been approved by GEOGRAPHIC SOLUTIONS.

16.6 LICENSEE is responsible for procuring, installing, and maintaining all equipment, telephone lines, communications interfaces, and other hardware necessary to operate the PROGRAM and to obtain maintenance and support services from GEOGRAPHIC SOLUTIONS

17. HOSTING SERVICES. During the term of this Agreement GEOGRAPHIC SOLUTIONS shall provide hosting services for the PROGRAM to provide Internet accessibility. This service includes the provision of the equipment, facilities, hardware, software and services outlined in EXHIBIT C. GEOGRAPHIC SOLUTIONS reserves the right to modify, alter, improve, or change the equipment, facilities and hardware outlined in EXHIBIT C at any time in its sole discretion.

18. LICENSEE’S OBLIGATION

18.1 Cooperation. LICENSEE agrees to use STANDARD REPORTING PROCEDURES to promptly notify GEOGRAPHIC SOLUTIONS following the discovery of any ERROR. Further, upon discovery of an ERROR, LICENSEE agrees, if requested by GEOGRAPHIC SOLUTIONS, to submit to GEOGRAPHIC SOLUTIONS a listing of output and any other data that GEOGRAPHIC SOLUTIONS may require in order to reproduce the ERROR, and the operating conditions under which the ERROR occurred or was discovered.

18.2 Qualified Primary Contact. LICENSEE shall designate the QUALIFIED PRIMARY CONTACT. It is recommended that the QUALIFIED PRIMARY CONTACT obtain the GEOGRAPHIC SOLUTIONS’ Software Administrator Training. GEOGRAPHIC SOLUTIONS reserves the right to refuse assistance or to charge additional fees if an operator seeks assistance with respect to matters not directly relating to the operation of the PROGRAM. LICENSEE may change the QUALIFIED PRIMARY CONTACT by providing prior written notice to GEOGRAPHIC

SOLUTIONS.

19. PROTECTION OF SOFTWARE

19.1 Proprietary Notices. LICENSEE will respect and not remove, obliterate, or cancel from view any copyright, trademark, confidentiality or other proprietary notice, mark, or legend appearing on any PROGRAM, DOCUMENTATION, or any other output generated by the

PROGRAM.

19.2 No Reverse Engineering. LICENSEE agrees not to modify, reverse engineer, disassemble, or decompile the PROGRAM, or any other output generated by the PROGRAM

19.3 Ownership. LICENSEE acknowledges that GEOGRAPHIC SOLUTIONS is the sole and exclusive owner of the PROGRAM and DOCUMENTATION, including all modifications, updates, and revisions, and all intellectual property rights therein. LICENSEE shall not have any right, title, or interest to any PROGRAM and DOCUMENTATION, including all modifications, updates, and revisions. LICENSEE shall secure and protect all PROGRAM, DOCUMENTATION, ENHANCEMENT, ERROR CORRECTION, and MAINTENANCE MODIFICATION, including all modifications, updates and revisions consistent with the maintenance of GEOGRAPHIC SOLUTIONS’ proprietary rights therein. Any data or information input into the PROGRAM by or on behalf of the LICENSEE during the term of this Agreement will become the property of the LICENSEE and will be treated as confidential by GEOGRAPHIC SOLUTIONS. All other data displayed in the system, unless otherwise noted, is the sole property of GEOGRAPHIC SOLUTIONS and is protected under U.S. copyright law.

20. CONFIDENTIALITY

20.1 Acknowledgement. Notwithstanding State of Arizona’s Public Records Law, ARS §39- 121.01(B), LICENSEE hereby acknowledges and agrees that the PROGRAM and DOCUMENTATION, including all modifications, updates and revisions, constitute and that have been deemed confidential contain valuable proprietary products and trade secrets of GEOGRAPHIC SOLUTIONS, embodying substantial creative efforts and confidential information, ideas, and expressions. Accordingly, LICENSEE shall treat (and take reasonable precautions to ensure that its employees treat) the PROGRAM and DOCUMENTATION, including all modifications, updates and revisions, as confidential in accordance with the confidentiality requirements and conditions set forth below.

20.2 Maintenance of Confidential Information. LICENSEE shall not, at any time, disclose or disseminate any confidential information to any person, firm or organization that does not need to obtain access thereto in connection with LICENSEE’S exercise of its rights under this Agreement. LICENSEE shall not disclose confidential information to any employee or agent of LICENSEE who does not need to obtain access thereto in connection with LICENSEE’S exercise of its rights under this Agreement. Each party agrees to keep confidential all confidential information disclosed to it by the other party in accordance herewith, and to protect the confidentiality thereof in the same manner it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of confidential information); provided, however, that neither party shall have any such obligation with respect to use of disclosure to other non- parties to this Agreement of such confidential information as can be established to: (1) have been known publicly; (2) have been known generally in the industry before communication by the disclosing party to the recipient; (3) have become known publicly, without fault on the part of the recipient, subsequent to disclosure by the disclosing party; (4) have been known otherwise by the recipient before communication by the disclosing party; or (5) have been received by the recipient without any obligation of confidentiality from a source (other than the disclosing party) lawfully having possession of such information.

20.3 Injunctive Relief. LICENSEE acknowledges that the unauthorized use, transfer or disclosure of the PROGRAM, DOCUMENTATION, data and all modifications, updates and revisions, or copies thereof will: (1) substantially diminish the value to GEOGRAPHIC SOLUTIONS of the trade secrets and other proprietary interests that are the subject of this Agreement; (2) render GEOGRAPHIC SOLUTIONS’ remedy at law for such unauthorized use, disclosure or transfer inadequate; and (3) cause irreparable injury in a short period of time. If LICENSEE breaches any of its obligations with respect to the use or confidentiality of the PROGRAM, DOCUMENTATION, data and all modifications, updates and revisions, GEOGRAPHIC SOLUTIONS shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief.

21. WARRANTIES

21.1 Limited Warranty. GEOGRAPHIC SOLUTIONS represents and warrants to LICENSEE that from the date of ACCEPTANCE of the PROGRAM and for the term of this agreement (referred to as the “WARRANTY PERIOD”), the PROGRAM when properly used by LICENSEE, will perform substantially to the PROGRAM’S functional specifications. During the WARRANTY PERIOD, if any reproducible ERROR in the PROGRAM appears, for which GEOGRAPHIC SOLUTIONS is responsible, GEOGRAPHIC SOLUTIONS shall employ prompt, commercially reasonable efforts to correct or cure such ERROR at no additional charge to LICENSEE. However, GEOGRAPHIC SOLUTIONS, is not obligated to correct, cure, or otherwise remedy any ERROR in the PROGRAM if (1) the PROGRAM has been misused or damaged in any respect; or (2) GEOGRAPHIC SOLUTIONS has not been notified, in writing, of the existence and nature of such ERROR as soon as reasonably practicable upon discovery. The foregoing warranty shall apply only to the most current version of the PROGRAM issued by GEOGRAPHIC SOLUTIONS. GEOGRAPHIC SOLUTIONS assumes no responsibility for the use of superseded, outdated, or uncorrected versions of the PROGRAM. GEOGRAPHIC SOLUTIONS is not responsible for obsolescence of the PROGRAM that may result from changes in LICENSEE’S requirements.

21.2 Third party data. LICENSEE acknowledges that the PROGRAM may display data from other organizations and/or access Internet sites of other organizations and/or provide Internet links to allow users to visit the web sites of other organizations. GEOGRAPHIC SOLUTIONS makes no representations concerning this information or regarding the quality or acceptability of the data, products or services offered by the companies or providers referenced at these sites, or whether any permission or agreement may be required by LICENSEE to access this information.

GEOGRAPHIC SOLUTIONS reserves the right to remove this data and/or these links if it deems it necessary.

22. LIMITATION OF LIABILITY. LICENSEE ACKNOWLEDGES AND AGREES THAT THE CONSIDERATION WHICH GEOGRAPHIC SOLUTIONS IS CHARGING HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY GEOGRAPHIC SOLUTIONS OF THE RISK OF LICENSEE’S CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY ARISE IN CONNECTION WITH THE SERVICES PROVIDED AND/OR LICENSEE’S USE OF THE PROGRAM AND DOCUMENTATION. ACCORDINGLY, LICENSEE AGREES THAT GEOGRAPHIC SOLUTIONS SHALL NOT BE RESPONSIBLE TO LICENSEE FOR ANY COMMERCIAL LOSS;

INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE SOFTWARE, OR THE PERFORMANCE OF SERVICES BY GEOGRAPHIC

SOLUTIONS PURSUANT TO THIS AGREEMENT. ANY PROVISION HEREIN TO THE CONTRARY,

NOTWITHSTANDING THE MAXIMUM LIABILITY OF GEOGRAPHIC SOLUTIONS TO ANY PERSON, FIRM OR CORPORATION WHATSOEVER ARISING OUT OF OR IN THE CONNECTION WITH ANY LICENSE, USE, MAINTENANCE OR OTHER EMPLOYMENT OF ANY PROGRAM OR DOCUMENTATION DELIVERED TO

LICENSEE HEREUNDER, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OR REPUDIATION OF CONTRACT, WARRANTY, TORT OR OTHERWISE, SHALL IN NO CASE EXCEED THE ACTUAL

FEES PAID TO GEOGRAPHIC SOLUTIONS BY LICENSEE FOR THE USE OF THE PROGRAM AND

DOCUMENTATION DURING THE TWELVE MONTHS IMMEDIATELY PRECEEDING THE DATE WHEN THE

CONDUCT GIVING RISE TO THE CLAIM FIRST OCCURRED.THE ESSENTIAL PURPOSE OF THIS PROVISION IS TO LIMIT THE POTENTIAL LIABILITY OF GEOGRAPHIC SOLUTIONS ARISING OUT OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE INTEGRAL TO THE AMOUNT OF CONSIDERATION LEVIED IN CONNECTION WITH THE AUTHORIZATION TO USE THE PROGRAM

AND DOCUMENTATION AND ANY SERVICES RENDERED HEREUNDER AND THAT, WERE GEOGRAPHIC

SOLUTIONS TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN, SUCH

CONSIDERATION WOULD OF NECESSITY BE SET SUBSTANTIALLY HIGHER.

23. COPIES. LICENSEE is prohibited from copying the PROGRAM and DOCUMENTATION, in whole or in part, except as specifically set forth in this Agreement.

24. WAIVER. No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.

25. ASSIGNABILITY. The License granted hereunder is personal to LICENSEE and shall not be assigned by any act of LICENSEE or by operation of law unless authorized in writing by GEOGRAPHIC SOLUTIONS.

This Agreement may be assigned by GEOGRAPHIC SOLUTIONS.

26. NOTICES. All notices or other communications required to be given hereunder shall be in writing and shall be deemed to have been duly given when delivered either personally, by facsimile with receipt confirmed, or one day after delivery to an overnight courier guaranteeing next day delivery and addressed as provided in this Agreement or as otherwise requested in writing by the receiving party.

27. TIME IS OF THE ESSENCE. Time is of the essence.

28. AUTHORIZATION. The individuals executing this Agreement warrant and represent that they are duly authorized to bind the respective parties to the terms and conditions contained herein.

29. COUNTERPARTS. This Agreement may be executed in counterparts with a facsimile and/or copy of the executed Agreement shall be deemed an original.

Agreed and accepted;

LICENSEE

By:

Signature of Authorized Representative

Name:

Title:

Dated:

GEOGRAPHIC SOLUTIONS

By:

Signature of Authorized Representative

Name: Paul Toomey

Title: President

Dated:

Nila L. Henson

Procurement Manager

March 31, 2023

Henson, Nila L Digitally signed by Henson, Nila L Date: 2023.03.31 13:53:16 -07'00'

Apr 3, 2023 https://na1.documents.adobe.com/verifier?tx=CBJCHBCAABAAv3MVIHloL01jZ3jIxQGBRDDwxgW6YS7r

EXHIBIT A

SOFTWARE AND SERVICE ITEMS AND FEES

The following table outlines the GUS® modules that are included in this Agreement;

Proposed Virtual OneStop GUS® Modules User Module Description Included

Individuals CORE SERVICES FOR INDIVIDUALS:

Individual Registration. My Resources (My Messages, My Background, Upcoming Events, My Appointments, and My Homepage). Career Services (Career Tips, Career Explorer - match your skills - job skills - personal skills, Career Informer, and Job Market Explorer). Education Services (Training Providers/Schools, Training and Educational Programs, Educational Program Completers, Online Learning Resources, Create Training Application, and Education Profile Informer). Labor Market Services (Labor Market Facts, Area Profile, Industry Profile, Occupation Profile, and Education Profile). My Individual Profile (Personal Profile, Search History Profile, and Assessment Profile - Job and Personal Skills). Quick Menu (My Resources, My Individual Profile, and My Appointments). Assistance Center. Online Learning Resources (links to online learning websites).

LABOR EXCHANGE FOR INDIVIDUALS:

Job Seeker Services (10 Steps to Find a Job, Résumé Builder, Background Wizard, Letter Builder, and Virtual Recruiter for Individuals). Career Services (Career Ladder).

My Individual Profile (employment plan). Career Network (social network for job seekers, my network, other job seeker networks, and invite/join others). Cost of Living Calculator. Quick Menu (Résumé Builder and Letter Builder).

Requires: Core Services for Individuals Module.

ADDITIONAL SERVICES FOR INDIVIDUALS:

Financial Services (Overall budget planning, training budget planning, transition budget planning, and financial assistance links). Education Services (Financial assistance links, training budget planning, and scholarship opportunities). Community Services (eligibility requirements, programs, and services). Unemployment Services (eligibility, filing, and unemployment benefits). Veteran Services (list of available services). Youth Services (list of available services). Senior Services (list of available services). Disability Services (list of available services). Provided Services (description of available services). Workplace Training (internships, apprenticeships, and on-the-job training).

MOBILE APPLICATION:

Job Search application for iPhone and Android mobile devices. Application is custom branded for client, and accessible by job seekers free of charge, at the app stores.

Functionality includes the ability to search for jobs, map jobs by current location, share jobs with national social media sites, manage VOS message center messages, sign into events with VOScan, create and edit resumes, apply for jobs and file continued claims.

Requires: Core Services for Individuals and Labor Exchange for Individuals Modules; and approval from the application stores.

CORE ASSESSMENT:

Career Services (Career Explorer - Interest Analyzer, Career Explorer - Work Importance Analyzer, individual work values, and interests for an occupation). My OneStop Profile (assessment profile, interests, and work importance).

BIG INTERVIEW:

Integration of proprietary Big Interview software. Individuals can conduct mock interviews for their occupation of choice, view results, retake interviews to improve technique(s), and gain feedback from raters on how to improve their interviewing skills.

Interview and results will be linked to the individual’s employment plan.

METRIX LEARNING:

Over 5,000 integrated basic, intermediate, and advanced self-paced interactive training courses in workplace skills, business, and information technology. Learning modules are ADA and 508 compliant with high quality video, quizzes, and lectures to provide an engaging learning experience. Features include career pathways and skill gap analysis with course recommendations and certification training for 100+ industry-recognized certifications. Additional options available include certification practice tests, virtual labs, and test vouchering. Individuals who complete a course test with an 80% or higher score receive an automatic certificate of completion in PDF format. Digital badges are awarded for completing groups of courses. Functionality includes ability for staff to track progress and record outcomes.

Requires: Core Services for Individuals and Core Services for Staff Managing Individuals Modules.

VOS REO (VIRTUAL ONESTOP REENTRY EMPLOYMENT OPPORTUNITIES)

MODULE:

Controlled, restricted access to Virtual OneStop job search and career exploration tools from designated workstations in a correctional facility. To access VOS REO from a workstation, the offender will launch the application from the secure desktop icon, the VOS REO session will open in a controlled environment, hiding addresses and browser navigation options. Facilitators and instructors can assist individuals with job search, résumé development, and career exploration using their staff login account.

Requirements: Core Services for Individuals Module, Labor Exchange for Individuals, Core Assessment, Standard Job Spider, Core Services for Staff Managing Individuals, Core Case Management Module. *Hardware not included.

Employers CORE SERVICES FOR EMPLOYERS:

Employer Registration. Education Services (training providers/schools, training/ educational programs, and educational program completers). Labor Market Services (labor market facts, area profile, industry profile, occupation profile, education profile, candidate search, and job market trends). Assistance Center. My Company Profile (corporate profile and search history profile). My Resources (My Messages, My Appointments, My Employer Profile, My Homepage, and Upcoming Events). Online Learning Resources (explore websites that offer a variety of free online learning and training courses that can be used to expand your knowledge and skill set).

Communications Center (appointments, messages, and correspondence templates).

EMPLOYER LABOR EXCHANGE:

Recruitment Services (post a job, candidate search - quick and advanced search for résumés, candidate ranking, recruitment and hiring tools, job applicant tracking, candidate trends, and Virtual Recruiter). Company Profile (recruitment plan profile).

Quick Menu (post a job and candidate search).

Requires: Core Services for Employers Module.

ADDITIONAL SERVICES FOR EMPLOYERS MODULE:

Human Resource Information (list of available services). EEO Information (list of available services). Labor Relations (list of available services). Government Resources (list of available services). Wellness and Ergonomics (list of available services). Employer Incentives (list of available services). Staff Provided Services (description of available services).

Staff, Individuals and Employers

WORKKEYS® MODULE:

Assessment Plan (input of individual WorkKeys® scores). Career Services (career explorer - workplace skills, selection of appropriate occupations from scores).

Recruitment Services (optional incorporation of WorkKeys® scores in labor exchange).

My OneStop Profile (assessment profile - workplace skills).

Requires: Core Services for Individuals, Core Case Management, and Core Assessment Modules; WorkKeys® license from ACT.

TALIFY MODULE:

My Assessments (input of talify scores). Self Assessments Profile, Soft Skills Tab, Recruitment Services (employer access to individual application includes talify soft skill assessment to further qualify job candidates).

Requires: Core Services for Individuals, Core Case Management, Core Assessment Modules, and a Talify license from KIOSITE.

CONSUMER REPORTS:

Education Services (display performance information for eligible programs, comparison of performance between programs and providers), web-based input of eligible training providers and programs.

Requires: Core Services for Individuals and Manage Providers Modules.

Workforce Staff CORE SERVICES FOR STAFF MANAGING INDIVIDUALS:

Manage Individuals (create an individual account and assist an individual). My OneStop Profile (personal profile and search history profile). Reports (Master Summary, Registered Individuals, Background Information, Contact, Feedback Surveys, and Tracking). My Staff Resources (My Messages, My Appointments, My Search Lists, My Job Skill Sets, My Templates, My Reports, and Upcoming Events).

CORE SERVICES FOR STAFF MANAGING EMPLOYERS:

Manage Employers (Create an Employer Account, Assist an Employer, and adjust Employer System access rights). My Company Profile (Corporate Profile and Search History Profile). Reports: (Master Summary, Registered Employers, Contact, Feedback

Surveys, and Tracking). My Staff Resources (My Messages, My Appointments, My Search Lists, My Job Skill Sets, My Templates, My Reports, and Upcoming Events).

CUSTOMER RELATIONSHIP MANAGEMENT (CRM):

Streamline and manage interactions with employers (organize, automate and synchronize employer outreach, coordinated customer service, and recruitment support). Includes automated staff contact lists, lead management, contact management, account management, lead follow-up and territory/staff expectations management. Create marketing leads manually or automatically, form jobs, identify overdue contacts to improve network strength. Options exist to integrate with the Work Items, Survey, and Document Management Modules. CRM integrates with Employer Services Modules for complete access to employer information.

Requires: Core Services for Employers and Core Services for Staff Managing Employers Modules.

SURVEY MODULE:

Create custom questionnaires for job seekers, employers, or staff to gather useful information including the quality of services, growth plans or projected growth, and service needs. User-friendly interface guides staff to create surveys with multiple response types. Surveys can be delivered using the internal messaging system or email and support one time or reoccurring options. Survey results can be analyzed individually or in aggregated graphed results.

Requires: Core Case Management Module.

LABOR EXCHANGE FOR STAFF:

Staff-Assisted Labor Exchange for Individuals and Staff-Assisted Labor Exchange for Employers. Manage Résumés (advanced search and advanced search by job order).

Manage Job Orders (job order verification, job order referrals, job order mass referrals, job order follow-up, and job order referral results). Manage Labor Exchange (create/modify job skill sets, automated referral notification, and follow-up). Reports (Résumé, Job Order, Activity, Services Provided to Individual, and Services Provided to Employer).

Requires: Core Services for Staff, Core Services for Staff Managing Individuals and Core Services for Staff Managing Employers Modules.

SERVICE TRACKING:

Manual and automated tracking of services. Managing Individuals (scheduled services and manage individual services). Case Management Profile (Activities - Service Plan). Reports (Activities, Services Provided to Employers, and Services Provided to Individuals).

Requires: Core Services for Staff Managing Individuals Module and Staff Managing Employers Modules.

ATTENDANCE TRACKING:

Provides manual or online registration of individuals for state and local events.

Restrictions such as class size limits can be set. Allows staff to input and track the attendance of individuals at career center events. Module includes *Virtual Job Fairs, allowing authorized staff to identify participating employers to select job orders to be included in an online event. Includes tracking and reporting on job fair-related activity.

Requires: *Virtual Job Fairs require the Employer Labor Exchange Module.

CORE CASE MANAGEMENT MODULE:

Case Management Profile (Common Intake, Case Assignment, Case Load, Case Notes, Activities, Programs, Individual Employment Plan (IEP), Objective Assessment Summary (OAS), Assessment Plan, and Manage Providers). Reports (Case Load).

Requires: Core Services for Staff Managing Individuals Module.

JOB SEEKER ENGAGEMENT:

Push notification alerts via text and internal messaging to job seekers who have applied or shown interest in applying for jobs in the system to determine if the job seeker was successful in finding employment. Positive responses record reportable services.

Requires: Hosting by Geographic Solutions.

WIOA CASE MANAGEMENT PROGRAM:

Case Management Program (WIOA Application, WIOA Participation Record, WIOA Enrollment Activities, Case Closure, WIOA Outcomes (Exit), WIOA Follow-Ups, Youth Goals, and/or Youth Numeracy Literacy Tracking). Reports (Predictive Reports, Soft Exit Reports, Federal Reports - 9090, 9091, WIOA Participant Individual Record Layout (PIRL) File for Workforce Integrated Performance System (WIPS), WIOA Data Validation File). Optional integration with Standard and Advanced Fund Tracking Modules to assist managing funds.

WAGNER-PEYSER CASE MANAGEMENT PROGRAM:

Manage profiling (profiling non-compliance/waived/exempted and profile orientation letter). Veteran Management Reports (Enrolled Individuals, ETA 9173, ETA 9169, WIOA Participant Individual Record Layout (PIRL) File for Workforce Integrated Performance System (WIPS), MIC, 9048, and 9048X.

WORKER ADJUSTMENT RETRAINING NOTIFICATION (WARN) MODULE:

Track company layoff and closure activities as defined by federal or state regulations. Enter the WARN notification letter, track number of employees, occupations, locations affected, and union affiliation. Automatic staff alerts of new WARN notifications. Staff tracking including employer visits, first visits, and orientation activities. Report on companies filing WARN notices, WARN notices by LWIA, WARN notices by layoff dates, and WARN notices by company locations.

AGENCY-DEFINED PROGRAMS:

Creation, management, and reporting of a “Generic Program” set of applications (Eligibility Application, Enrollment Activities, Generic Outcome (Exit) with optional integration into IFT to assist in managing funds. Includes the ability for system administrators to create an unlimited number of programs (each with unique eligibility applications). Reports (Master Summary, Enrolled Individual Activity, and Services

Provided to Individual). (Formerly Named the Generic Program Application)

TRADE ACT PROGRAM:

Trade Act set of applications (Waivers and Waiver Review tracking, Bona Fide Application, Application for Approved Training, Participation Application, Enrollment Activities, Case Closure, Exit, and Follow-Up). Reports (Federal Performance Reports, TAPR File, WIOA Participant Individual Record Layout (PIRL) File for Workforce Integrated Performance System (WIPS). Optional integration with Standard and Advanced Fund Tracking Modules to assist in fund management.

TANF EMPLOYMENT AND TRAINING MODULE:

Provides full case management for the employment and training requirements of TANF.

Includes application forms, objective assessment summaries, and Individual Employment Plans (IEP). Includes functionality for enrollment into countable work activity. Provides the ability to record participation hours in an online timesheet. Can include interfaces with state TANF Agency for automated referrals and sharing of participation hours/rates as needed.

SNAP EMPLOYMENT & TRAINING MODULE:

Schedules referrals from SNAP administrating agency for mandated appointments. The application includes demographic data and work history, tracking of required activities, notifications to SNAP agency of non-compliance, or determinations made for exemption in the program. Reports (assigned and unassigned cases, enrollment, tracked activities, Governor’s Report, SNAP 583 quarterly and annual report). Includes tracking of attendance/rosters to mandated appointments. Optional functionality (Manage reimbursements to participants with Advanced or Individual Fund Tracking Modules and integrated Document Management/Imaging components).

Requires: Core Case Management and Standard Individual Fund Tracking Modules.

WORK OPPORTUNITY TAX CREDIT (WOTC):

Includes the ability for employers and/or agents to register in the system and process their application to have new hires/WOTC approved. Includes the ability for staff to enter WOTC applications on behalf of the employer and/or agent, along with administrative capabilities to approve an application. The WOTC application can be completed online for a single individual or multiple individuals. Employers and/or agents have capability to upload individual information in order to streamline the application process. Includes integration into the Document Manage/Imaging components of Virtual OneStop.

Requires: Core Services for Employers and Core Services for Staff Managing Employers Modules.

NATIONAL FARMWORKER JOBS PROGRAM:

Case Management Program (Application, Participation Record, Enrollment Activities, Case Closure, Outcomes (Exit), Follow-Ups, Youth Goals and/or Youth Numeracy, and Literacy Tracking). Compliant with WIOA reporting requirement. Reports (ETA 9093, 9094, 9095, and 9164)

REGISTERED APPRENTICESHIP MODULE:

Provides full case management for the employment and training requirements of Registered Apprenticeship Expansion Grants. Includes application forms, Enrollment Activity Tracking, Measurable Skills Grains, Credential Tracking, Outcome and Follow-up capabilities. Reports mandated federal reporting and extract requirements including the Individual PIRL extract, Apprenticeship Performance Report, Employer Outreach Layout and Annual Report.

Vocational Rehabilitation - Staff

VOCATIONAL REHABILITATION CASE MANAGEMENT PROGRAM:

Includes Pre–Employment Transition Services, trial work and eligibility determination, Individualized Plan for Employment (IPE), service authorization and tracking, referral tracking, appeals and due process procedural tracking, case closure, post-employment services, case review for supervisors, and WIOA-required reporting. Reports (RSA- 911, RSA-704, subparts II and III, RSA-7-OB, parts III, IV, and VI, RSA-722).

Requires: Core Case Management and Advanced Fund Tracking Modules.

VOCATIONAL REHABILITATION MOBILE CASE MANAGEMENT APPLICATION:

Provides Mobile access to the following features: Quick Registration, Application Creation and Review, Case Notes, and eligibility document collection for supervisory review and approval. Application is designed to be used by field staff in areas with little or no connection. All case data is encrypted during storage.

Requires: Vocational Rehabilitation Case Management Program.

INDEPENDENT LIVING PROGRAM:

(* includes independent living and independent living older blind program) Description coming soon!

RANDOLPH SHEPPARD FACILITY PROGRAM:

AMERICAN INDIAN VOCATIONAL REHABILITATION SERVICES:

Education ADULT EDUCATION MODULE:

Collects all federally required demographic information on all enrolled students as defined by Title II of the Workforce Innovation and Opportunity Act, along with the assessment, contact hours, instructor, and outcome data. Reports (Quarterly Reports, Annual National Reporting System (NRS) for Adult Education Reports).

Requires: Core Case Management and Attendance Tracking Modules.

Financial - Staff BASIC INDIVIDUAL FUND TRACKING MODULE:

Manage participant costs, individual account/account limits, referrals to providers, vouchers to providers/vendors/individuals, and payments to vouchers. Ability to print vouchers and tailor to specific needs of each client. Ability to establish cost structures meaningful to users of the system and ability to identify additional cost items that can vary by training program/services. Reports (Basic Individual Fund Tracking Management which will show participant obligations based upon enrollment records by program and payment reports by program).

ADVANCED FUND TRACKING MODULE:

Includes all functions of the Standard Individual Fund Tracking Module and includes the following: Ability to create, manage, update, and track funds by establishing the funds for specific time periods. Ability to process reallocations by funding stream. Enhanced audit tracking of funds to include reasons why modifications to funding levels are made.

Ability to establish contracts for on-the-job training, work experience, or project contracts. Reports (Obligations by Fund, Location, Provider, Participant, Time Periods, Payable to Voucher, Budget Management Reports, Individual Summary Obligations, Time Periods, Case Manager Reports by Fund Stream and Time Period, Participants, Locations, and Case Manager Obligations by Location).

Requires: Standard Individual Fund Tracking Module.

CASH REQUEST:

Financial Management System that provides the ability to track the distribution of federal and state workforce funds to local workforce areas and other sub-grantees. Maintain profile information for all sub-grantees, collect sub-grant information, create contracts, and process cash requests on a daily basis. Review and approve expenditure reports from sub-grantees, and enter financial adjustments for errors and omissions.

Providers MANAGE PROVIDERS:

Administrative access to review provider applications, programs and general information to determine if provider successfully meets Eligible Training Provider List (ETPL) requirements.