SOLE SOURCEPROFESSIONAL SERVICES AGREEMENT

FOR

PENSION CONSULTING SERVICES

BETWEEN

COOK COUNTY GOVERNMENT

OFFICE OF THE CHIEF FINANCIAL OFFICER

CONDUENT HR CONSULTING, LLC

CONTRACT NO. 1725-16365

PURCHASE ORDER NO. 70000050647

Contracttt 1725-16365

PROFESSIONAL SERVICES AGREEMENT

TABLE OF CONTENTS

TERMS AND CONDITIONS ..ARTICLE I) INCORPORATION OF BACKGROUND .ARTICLE 2) DEFINITIONS .a) Definitions.b) Interpretation.

c) Incorporation ofExhibitsARTICLE 3) DUTIES AND RESPONSIBILITIES OF CONSULTANT.....a) Scope of Services.b) Deliverables.c) Standard of Performance .d) Personne.

e) Minority and Women Owned Business Enterprises Commitmentf) Insurance.

g) Indemnification..h) Confidentiality and Ownership of Documents.i) Patents, Copyrights and Licenses.j) Examination ofRecords and Auditsk) Subcontracting or Assignment of Contract or Contract Funds...................ARTICLE 4) TERM OF PERFORCE.a) Term ofPerformance.b) Timeliness of Performancec) Agreement Extension Option.ARTICLE 5) COMPENSATION ..a) Basis of Payment..b) Method of Payment.c) Funding.

d) Non-Appropriation.e) Taxes.f) Price Reduction............g) Consultant Credits..

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ARTICLE 6) DISPUTES.......................................................................................16ARTICLE 7) COOPERATION WITH INSPECTOR GENERAL AND COMPLIANCE..........17WITH ALL LAWS.ARTICLE 8) SPECIAL CONDITIONS ..a) Warranties and Representations.b) Ethics.c) Joint and Several Liability.d) Business Documents.e) Conflicts of Interest

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....19f) Non Liability ofPublic Officials........................................................20ARTICLE 9) 'EVENTS OF DEFAULT, REMEDIES, TERMINATION, SUSPENSION..........20AND RIGHT TO OFFSET...................................................,20

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a) Events of Default Defined ..b) Remedies.c) Early Termination.

d) Suspension

e) Right to Offset.f) Delays..g) Prepaid Fees..ARTICLE 10) GENERAL CONDITIONS .a) Entire Agreement..b) Counterparts.

c) Contract Amendments .d) Governing Law and Jurisdiction..

e) Severability.

f) Assigns.................................„...„......,..........g) Cooperation..h) Waiver.

i) Independent Consultant ..j) Governmental Joint Purchasing Agreement ..k) Comparable Government Procurement.

1) Force Majeure................................,.....m)Non-solicitation.ARTICLE 11)NOTICES .ARTICLE 12) AUTHORITY..............................

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List of Exhibits

Exhibit 1

Exhibit 2Exhibit 3

Exhibit 4Exhibit 5

Exhibit 6Exhibit 7

Scope of ServicesSchedule of CompensationMinority and Women Owned Business Enterprise CommitmentEvidence of InsuranceIdentification of Subcontractor/Supplier/Sub-consultant FormCertification For Consulting or Auditing ServicesEconomic Disclosure Forms Including Signature Page

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AGREEMENT

This Agreement is made and entered into by and between the County of Cook, a public bodycorporate of the State of Illinois, on behalf of Office of the Chief Procurement Officer hereinafterreferred to as "County" and Conduent HR Consulting, LLC, doing business as a limited liability

company of the State of Delaware, hereinafter referred to as "Consultant", pursuant toauthorization of the Chief Procurement Officer.

BACKGROUND

Consultant represents that it has the professional experience and expertise to provide the

necessary services and further warrants that it is ready, willing and able to perform inaccordance with the terms and conditions as set forth in this Agreement.

NOW, THEREFORE, the County and Consultant agree as follows:

TERMS AND CONDITIONS

ARTICLE I) INCORPORATION OF BACKGROUND

The Background information set forth above is incorporated by reference as if fully set forthhere.

ARTICLE 2) DEFINITIONS

a) Definitions

The following words and phrases have the following meanings for purposes of thisAgreement:

"Additional Services" means those services which are within the general scope ofServices of this Agreement, but beyond the description of services required under Article3, and afi services reasonably necessary to complete the Additional Services to thestandards of performance required by this Agreement. Any Additional Servicesrequested by the Using Agency require the approval of the Chief Procurement Officer ina written amendment to this Agreement before Consultant is obligated to perform thoseAdditional Services and before the County becomes obligated to pay for those AdditionalServices.

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"Agreement" means this Professional Services Agreement, including all exhibitsattached to it and incorporated in it by reference, and all amendments, modifications orrevisions made in accordance with its terms.

"Chief Procurement Officer" means the Chief Procurement Officer tor the County ofCook and any representative duly authorized in writing to act on his behalf.

"Services" means, collectively, the services, duties and responsibilities described inArticle 3 of this Agreement and any and all work necessary to complete them or carrythem out fully and to the standard of performance required iu this Agreement.

"Subcontractor" or "Subconsultant" means any person or entity with whom Consultantcontracts to provide any part of the Services, of any tier, suppliers and materialsproviders, whether or not in privity with Consultant.

"Using Agency" shall mean the department of agency within Cook County includingelected officials.

b) Interpretation

i) The term "include" (in all its forms) means "include, without limitation" unlessthe context clearly states otherwise.

ii) All references in this Agreement to Articles, Sections or Exhibits, unlessotherwise expressed or indicated are to the Articles, Sections or Exhibits of thisAgreement.

iii) Words importing persons include firms, associations, partnerships, trusts,corporations and other legal entities, including public bodies, as well as naturalpersons.

iv) Any headings preceding the text of the Articles and Sections of this Agreement,and any tables of contents or marginal notes appended to it are solely forconvenience or reference and do not constitute a part of this Agreement, nor dothey affect the meaning, construction or effect of this Agreement.

v) Words importing the singular include the plural and vice versa. Words of themasculine gender include the correlative words of the feminine and neutergenders.

vi) All references to a number of days mean calendar days, unless expressly indicatedotherwise.

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c) Incorporation of Exhibits

The following attached Exhibits are made a part of this Agreement:

Exhibit IExhibit 2Exhibit 3

Exhibit 4Exhibit 5

Exhibit 6Exhibit 7

Scope of ServicesSchedule of CompensationMinority and Women Owned Business Enterprise CommitmentEvidence of InsuranceIdentification of Subcontractor/Supplier/Sub-consultant FormCertification For Consulting or Auditing ServicesEconomic Disclosure Forms Including Signature Page

ARTICLE 3) DUTIES AND RESPONSIBILITIES OF CONSULTANT

a) Scope of Services

This description of Services is intended to be general in nature and is neither a completedescription of Consultant's Services nor a limitation on the Services that Consultant is toprovide under this Agreement. Consultant must provide the Services in accordance withthe standards of performance set forth in Section 3c. The Services that Consultant mustprovide include, but are not limited to, those described in Exhibit I, Scope of Servicesand Time Limits for Perfonnance, which is attached to this Agreement and incorporatedby reference as if fully set forth here.

b) Deliverables

In carrying out its Services, Consultant must prepare or provide to the County variousDeliverables. "Deliverables" include work product, such as written reviews,recommendations, reports and analyses, produced by Consultant for the County.

The County may reject Deliverables that do not include relevant information or data, ordo not include all documents or other materials specified in this Agreement or reasonablynecessary for the purpose for which the County made this Agreement or for which theCounty intends to use the Deliverables. If the County determines that Consultant hasfailed to comply with the foregoing standards, it has 30 days from the discovery to notifyConsultant of its failure. If Consultant does not correct the failure, if it is possible to doso, within 30 days after receipt of notice from the County specifying the failure, then theCounty, by written notice, may treat the failure as a default of this Agreement underArticle 9.

Partial or incomplete Deliverables may be accepted for review only when required for aspecific and well-defined purpose and when consented to in advance by the County.Such Deliverables will not be considered as satisfying the requirements of this

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c) Standard of Performance

Consultant must perform all Services required of it under this Agreement with that degreeof skill, care and diligence normally shown by a consultant performing services of ascope and purpose and magnitude comparable with the nature of the Services to beprovided under this Agreement. Consultant acknowledges that it is ennusted with or hasaccess to valuable and confidential information and records of the County and withrespect to that information, Consultant agrees to be held to the standard of care of afiduciary.

Consultant must assure that all Services that require the exercise of professional skills orjudgment are accomplished by professionals qualified and competent in the applicablediscipline and appropriately licensed, if required by law. Consultant must provide copiesof any such licenses. Consultant remains responsible for the professional and technicalaccuracy of all Services or Deliverables furnished, whether by Consultant or itsSubconsultants or others on its behalf. All Deliverables must be prepared in a form andcontent satisfactory to the Using Agency and delivered in a timely manner consistentwith the requirements of this Agreement.

If Consultant fails to comply with the foregoing standards, Consultant must performagain, at its own expense, all Services required to be re-performed as a direct or indirectresult of that failure. Any review, approval, acceptance or payment for any of theServices by the County does not relieve Consultant of its responsibility for theprofessional skill and care and technical accuracy of its Services and Deliverables. Thisprovision in 'no way limits the County's rights against Consultant either under thisAgreement, at law or in equity.

The services to be provided by the Consultant under the Contract may require the Countyto deliver to the Consultant certain data, documents or other information ("CountyInformation" ), all in a timely and accurate manner. The Consultant will have noobligation to test or otherwise verify the accuracy or completeness of the CountyInformation, and the Consultant will not be responsible for any errors or omissionscontained therein or for the modification or correction of such errors or omissions.The Consultant shall be fully protected in relying upon the accuracy and/or veracity of allinformation supplied by the County or the County's agents and shall have noresponsibility or liability for any errors, delays or additional costs resulting from thereceipt of incomplete, inaccurate or untimely information or data or information or dataprovided in an unacceptable manner, format or media from the County or the County'sagents.

The Consultant makes no representation or warranty that the Consultant's systems, andwebsite(s) provided for the benefit of the County in connection with the Services("Websites"), or information downloaded by the County, is virus-fic. The Consultantwill make commercially reasonable efforts, in accordance with industry standards, toprotect the systems and Websites from viruses and other similar harmful programs ordata which have a malicious and destructive intent. The Consultant shall not be

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responsible for any damage to the County's computers, software or other propertyresulting from the use of any Websites.

d) Personnel

i) Adequate Staffing

Consultant must, upon receiving a fully executed copy of this Agreement, assign andmaintain during the term of this Agreement and any extension of it an adequate staff ofcompetent personnel that is fully equipped, licensed as appropriate, available as needed,qualified and assigned exclusively to perform the Services. Consultant must includeamong its staff the Key Personnel and positions as identified below. The level ofstaffing may be revised from time to time by notice in writing from Consultant to theCounty and with written consent of the County, which consent the County will notwithhold unreasonably. If the County fails to object to the revision within 14 days afterreceiving the notice, then the revision will be considered accepted by the County.

ii) Key Personnel

Consultant must not reassign or replace Key Personnel without the written consent of theCounty, which consent the County will not unreasonably withhold. "Key Personnel"means those job titles and the persons assigned to those positions in accordance with theprovisions of this Section 3.d(ii). The Using Agency may at any time in writing notifyConsultant that the County will no longer accept performance of Services under thisAgreement by one or more Key Personnel listed. Upon that notice Consultant mustimmetfiately suspend the services of the key person or persons and must replace him orthem in accordance with the terms of this Agreement. A list of Key Personnel is found inExhibit I, Scope of Services.

iii) Salaries and Wages

Consultant and Subconsultants must pay all salaries and wages due all employeesperforming Services under this Agreement unconditionally and at least once a monthwithout deduction or rebate on any account, except only for those payroll deductions thatare mandatory by law or are permitted under applicable law and regulations. If in theperformance of this Agreement Consultant underpays any such salaries or wages, theComptroller for the County may withhold, out of payments due to Consultant, an amountsufficient to pay to employees underpaid the difference between the salaries or wagesrequired to be paid under this Agreement and the salaries or wages actually paid theseemployees for the total number of hours worked. The amounts withheld may bedisbursed by the Comptroller for and on account of Consultant to the respectiveemployees to whom they are due. The parties acknowledge that this Section 3.d(iii) issolely for the benefit of the County and that it does not grant any third pity beneficiaryrights.

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e) Minority and Women Owned Business Enterprises Commitment

In the performance of this Agreement, including the procurement and lease of materialsor equipment, Consultant must abide by the minority and women's business enterprisecommitment requirements of the Cook County Ordinance, (Article IV, Section 34-267through 272) except to the extent waived by the Compliance Director, which are set forthin Exhibit 3. Consultant's completed MBE/WBE Utilization Plan evidencing itscompliance with this requirement are a part of this Agreement, in Form 1 of theMBE/WBE Utilization Plan, upon acceptance by the Compliance Director. Consultantmust utilize minority and women's business enterprises at the greater of the amountscommitted to by the Consultant for this Agreement in accordance with Form 1 of theMBE/WBE Utilization Plan.

I) Insurance

Consultant must provide and mmntain at Consultant's own expense, during the term ofthis Agreement and any time period following expiration if Consultant is required toreturn and perform any of the Services or Additional Services under this Agreement, theinsurance coverages and requirements specified below, insuring all operations related tothis Agreement.

Insurance To Be Provided

(1) Workers Comrtensation and Emnlovers Liabilitv

Workers Compensation Insurance, as prescribed by applicable law,covering all employees who are to provide a service under this Agreementand Employers Liability coverage with limits of not less than $500.000each accident or illness.

(2) Commercial General Liabilitv (Primary and Umbrella)

Commercial General Liability Insurance or equivalent with limits of notless than $2.000.000per occurrence for bodily injury, personal injury andproperty damage liability. Coverages must include the following: Allpremises and operations, products/completed operations, separation ofinsureds, defense and contractual liability (with no limitationendorsement). Cook County is to be named as an additional insured on aprimary, non-contributory basis for any liability arising directly orindirectly from the Services.

Subconsultants performing Services for Consultant must maintain limits ofnot less than $1,000,000with the same terms in this Section 3.i(2).

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(3) Automobile Liabilitv (Primary and Umbrella)

(4)

When any motor vehicles (owned, non-owned and hired) are used inconnection with Services to be performed, Consultant must provideAutomobile Liability Insurance with limits of not less than $1,000,000 peroccurrence limit, for bodily injury and property damage. The County is tobe named as an additional insured on a primary, non-contributory basis.Professional Liabilitv

When any professional consultants perform Services in connection withthis Agreement, Professional Liability Insurance covering acts, errors oromissions must be maintained with limits of not less than $2.000.000.Coverage must include contractual liability. When policies are renewed orreplaced, the policy retroactive date must coincide with, or precede, startof Services on this Agreement. A claims-made policy which is notrenewed or replaced must have an extended reporting period of 2 years.

Subconsultants performing Services for Consultant must maintain limits ofnot less than $1.000.000with the same terms in this Section 3$(4).

Valuable Paners

When any designs, drawings, specifications and documents are producedor used under this Agreement, Valuable Papers Insurance must bemaintained in an amount to insure against any loss whatsoever, and musthave limits sufficient to pay for the re-creation and reconstruction of suchrecords.

Additional Requirements

Consultant must furnish the County of Cook, Cook County, Office of theChief Procurement Officer, 118 N, Clark St., Room 1018, Chicago, IL60602, original Certificates of Insurance, or such similar evidence, to be inforce on the date of this Agreement, and Renewal Certificates ofInsurance, or such similar evidence, if the coverages have an expiration orrenewal date occurring during the term of this Agreement. Consultantmust submit evidence of insurance on the County Insurance CertificateForm (copy attached as Exhibit 4) or equivalent prior to the effective dateof the Agreement. The receipt of any certificate does not constituteagreement by the County that the insurance requirements in thisAgreement have been fully met or that the insurance policies indicated onthe certificate are in compliance with all Agreement requirements. Thefailure of the County to obtain certificates or other insurance evidencefrom Consultant is not a waiver by the County of any requirements forConsultant to obtain and maintain the specified coverages. Consultantmust advise all insurers of the provisions in this Agreement regarding

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insurance. Non-conforming insurance does not relieve Consultant of theobligation to provide insurance as specified in this Agreement.Nonfulfillment of the insurance conditions may constitute a violation ofthis Agreement, and the County retains the right to terminate thisAgreement or to suspend this Agreement until proper evidence ofinsurance is provided.

The insurance must provide for 60 days prior written notice to be given tothe County in the event coverage is substantially changed, canceled ornon-renewed. All deductibles or self-insured retentions on referencedinsurance coverages must be borne by Consultant. Consultant agrees thatinsurers waive their rights of subrogation against the County of Cook, itsemployees, elected officials, agents or representatives.

(2) The coverages and limits furnished by Consultant in no way limitConsultant's liabilities and responsibilities specified within thisAgreement or by law. Any insurance or self-insurance programsmaintained by the County of Cook apply in excess of and do notcontribute with insurance provided by Consultant under this Agreement.

(3) The required insurance is not limited by any limitations expressed in theindemnification language in this Agreement or any limitation placed onthe indemnity in this Agreement given as a matter of law.

(4) Consultant must require all Subconsultants to provide the insurancerequired in this Agreement, or Consultant may provide the coverages forSubconsultants. All Subconsultants are subject to the same insurancerequirements as Consultant unless otherwise specified in this Agreement.If Consultant or Subconsultant desires additional coverages, the partydesiring the additional coverages is responsible for its acquisition and cost.

(5) The County's Risk Management Office maintains the rights to modify,delete, alter or change these requirements. "Risk Management Office"means the Risk Management Office, which is under the direction of theDirector of Risk Management and is charged with reviewing andanalyzing insurance and related liability matters for the County.

g) Indemnification, Liability Limits

The Consultant covenants and agrees to indemnify and save harmless the County and itscommissioners, officials, employees, agents and representatives from and against any andall third party claims, costs, expenses, reasonable attorney's fees, losses, damages andliabilities (collectively, "Third Party Claims" ), to the extent such claims arise directlyfrom the negligence, gross negligence or willful misconduct in the performance of theContract by the Consultant, or the officers, agents or employees of the Consultant. TheConsultant expressly understands and agrees that any Performance Bond or insurance

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protection required of the Consultant, or otherwise provided by the Consultant, shall inno way limit the responsibility to indemnify the County as hereinabove provided.

The County shall promptly notify the Consultant of its knowledge of any Third PartyClaim in respect of which it intends to seek indemnification hereunder, and shall give tothe Consultant the opportunity to control the defense or settlement of such Third PartyClaim. Should the Consultant not move within the lesser of 15 days or the legallyavailable time to take control of the defense or settlement of such Third Party Claim, theCounty may do so at the Consultant's expense. The Consultant shall not enter into anysettlement agreement or consent to entry of judgment relating to a Third Party Claimunless the County first receives an unconditional release from the Third Party Claim fromeach plaintiff or claimant aud the Consultant. If an indemnity under this Contract isunavailable because it is prohibited by law or public policy, then the Consultant shallcontribute to the extent not prohibited. The County may participate in the defense of anyaction with attorneys . of its choosing, at County's cost and expense. Theseindemnification procedures shall also apply to Section 3(i).

The Consultant will not be responsible for claims, damages, or liabilities arising from

(i) failure to perform any services other than those agreed to pursuant to, andamendments executed under the Contract; (ii) acts or omissions based on instructions ordirections received from the County, or its agents or employees; or (iii) errors or failuresto provide services under the Contract, to the extent such errors or failures are caused by(1) any error, omission, or delay in the data, documents or information provided by theCounty or its agents or employees, (2) failure of the County to perform its obligations orprovide resources as required by this Contract, or (3) any event of force majeure, as setforth in Section 10(1)below.

The Consultant's cumulative aggregate liability, whether in contract, tort or otherwise,for all direct damages arising out of, or relating to, this Contract will not exceed, in theaggregate regardless of the number of claims, the lesser of one million dollars or tentimes the annual amounts paid or payable to the Consultant for the services hereunder

during the 12-month period immediately following the effective date of the Contract

(except that, where less than 12 months of the initial term have elapsed, such limitationshall be the amounts paid or payable for services hereunder for the first 12 months of theTerm).

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h) Confidentiality and Ownership of Documents

Consultant acknowledges and agrees that information regarding this Contract isconfidential and shall not be disclosed, directly, indirectly or by implication, or be used byConsultant in any way, whether during the term of this Contract or at any time thereafter,except solely as required in the course of Consultant's performance hereunder. Consultantshall comply with the applicable privacy laws and regulations affecting County and will notdisclose any of County's records, materials, or other data to any third party. Consultantshall not have the right to compile and distribute statistical analyses and reports utilizingdata derived fiom information or data obtained from County without the prior writtenapproval of County. In the event such approval is given, any such reports published anddistributed by Consultant shall be furtushed to County without charge.

All documents, data, studies, reports, work product or product created as a result of theperformance of the Contract (the "Documents" ) shall be included in the Deliverables andshall be the property of the County of Cook, to the extent such Documents are unique orspecific to the County. Consultant shall own all other work. It shall be a breach of thisContract for the Consultant to reproduce or use any documents, data, studies, reports, workproduct or product obtained from the County of Cook or any Documents created hereby, tothe extent unique or specific to the County, whether such reproduction or use is forConsultant's own purposes or for those of any third party. During the performance of theContract Consultant shall be responsible of any loss or damage to the Documents whilethey are in Consultant's possession, and auy such loss or damage shall be restored at theexpense of the Consultant. The County and its designees shall be afforded full access to theDocuments and the work at all times.

Patents, Copyrights and Licenses

If applicable, Consultant shall furnish the Chief Procurement Officer with all licensesrequired for the County to utilize any software, including firmware or middleware,provided by Consultant as part of the Deliverables. Such licenses shall be clearly markedwith a reference to the number of this County Contract. Consultant shall also furnish acopy of such licenses to the Chief Procurement Officer. Unless otherwise stated in theseContract documents, such licenses shall be perpetual and shall not limit the number ofpersons who may utilize the software on behalf of the County.

Consultant agrees to hold harmless and indemnify the County, its officers, agents,employees and affiliates from and defend, as permitted by Illinois law, at its own expense(including reasonable attorneys'ees), any Third Party Claim that the ownership and/or useof equipment, hardware and software or any part thereof provided to the County or utilizedin performing Consultant's services under this Contract constitutes an in&ingement of anyUnited States patent, copyright or license or any other proprietary right.

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In the event the use of any equipment, hardware or software or any part thereof is enjoined,Consultant with all reasonable speed and due diligence shall provide or otherwise securefor County, at the Consultant's election, one of the following: the right to continue use ofthe equipment, hardware or sofhvare; an equivalent system having the Specifications asprovided in this Contract; or Consultant shall modify the system or its component parts sothat they become non-irdiinging while performing in a substantially similar manner to theoriginal system, meeting the requirements of this Contract.

j) Examination of Records and Audits

The Consultant agrees that the Cook County Auditor or any of its duly authorizedrepresentatives shall, until expiration of three (3) years after the final payment under theContract, have access and the right to examine any books, documents, papers, canceledchecks, bank statements, purveyor's and other invoices, and records of the Consultantrelated to the Contract, or to Consultant's compliance with any tenn, condition or provisionthereof. The Consultant shall be responsible for establishing and maintaining recordssufficient to document the costs associated with performance under the terms of thisContract.

The Consultant further agrees that it shall include in all of its subcontracts hereunder aprovision to the effect that the Subcontractor agrees that the Cook County Auditor or any ofits duly authorized representatives shall, until expiration of three (3) years a(ter final

payment under the subcontract, have access and the right to examine any books,documents, papers, canceled checks, bank statements, purveyor's and other invoices andrecords of such Subcontractor involving transactions relating to the subcontract, or to suchSubcontractor compliance with any term, condition or provision thereunder or under theContract.

In the event the Consultant receives payment under the Contract, reimbursement for whichis later disallowed by the County, the Consultant shall promptly refund the disallowed.

amount to the County on request, or at the County's option, the County may credit theamount disallowed &om the next payment due or to become due to the Consultant under

any contract with the County.

To the extent this Contract pertains to Deliverables which may be reimbursable under theMedicaid or Medicare Programs, Consultant shall retain and make available uponrequest, for a period of four (4) years after furnishing services pursuant to thisAgreement, the contract, books, documents and records which are necessary to certify thenature and extent of the costs of such services if requested by the Secretary of Health andHuman Services or the Comptroller General of the United States or any of their dulyauthorized representatives.

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If Consultant carries out any of its duties under the Agreement through a subcontract witha related organization involving a value of cost of $10,000.00 or more over a 12 month

period, Consultant will cause such subcontract to contain a clause to the effect that, untilthe expiration of four years after the furnishing of any service pursuant to saidsubcontract, the related organization will make available upon request of the Secretary ofHealth and Human Services or the Comptroller General of the United States or any oftheir duly authorized representatives, copies of said subcontract and any books,documents, records and other data of said related organization that are necessary tocertify the nature and extent of such costs. This paragraph relating to the retention andproduction of documents is included because of possible application of Section1861(v)(1)(l) of the Social Security Act to this Agreement; if this Section should befound to be inapplicable, then this paragraph shall be deemed inoperative and withoutforce and effect.

k) Subcontracting or Assignment of Contract or Contract Funds

Once awarded, this Contract shall not be subcontracted or assigned, in whole or in part,without the advance written approval of the Chief Procurement Officer, which approvalshall be granted or withheld at the sole discretion of the Chief Procurement Officer. In nocase, however, shall such approval relieve the Consultant from its obligations or change theterms of the Contract. The Consultant shall not transfer or assign any Contract funds or anyinterest therein due or to become due without the advance written approval of the ChiefProcurement Officer. The unauthorized subcontracting or assignment of the Contract, in

whole or in part, or the unauthorized transfer or assignment of any Contract funds, either inwhole or in part, or any interest therein, which shall be due or are to become due theConsultant shall have no effect on the County and are null and void.

Prior to the commencement of the Contract, the Consultant shall identify in writing to theChief Procurement Officer the names of any and all Subcontractors it intends to use in theperformance of the Contract by completing the Identification of Subcontractor/Supplier/Subconsultant Form ("ISF'). The Chief Procurement Officer shall have the right todisapprove any Subcontractor. %1 Subcontractors shall be subject to the terms of this

Contract. Consultant shall incorporate into all subcontracts all of the provisions of theContract which aQ'ect such subcontract. Copies of subcontracts shall be provided to theChief Procurement Officer upon request.

The Consultant must disclose the name and business address of each Subcontractor,

attorney, lobbyist, accountant, consultant and any other person or entity whom theConsultant has retained or expects to retain in connection with the Matter, as well as thenature of the relationship, and the total amount of the fees paid or estimated to be paid. TheConsultant is not required to disclose employees who are paid or estimated to be paid. TheConsultant is not required to disclose employees who are paid solely through theConsultant's regular payroll. "Lobbyist" means any person or entity who undertakes toinfluence any legislation or administrative action on behalf of any person or entity otherthan: (1) a not-for-profit entity, on an unpaid basis, or (2), himself.

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"Lobb3dst" also means any person or entity any part of whose duties as an employee ofanother includes undertaking to influence any legislative or administmtive action. If theConsultant is uncertain whether a disclosure is required under this Section, the Consultantmust either ask the County, whether disclosure is required or make the disclosure.

The County reserves the right to prohibit any person from entering any County facility forany reason. All Consultants and Subcontractor of the Consultant shall be accountable tothe Chief Procurement Officer or his designee while on any County property and shallabide by all rules and regulations imposed by the County.

I) Professional Social Services

In accordance with 34-146, of the Cook County Procurement Code, all Consultants orproviders providing services under a Professional Social Service Contracts or ProfessionalSocial Services Agreements, shall submit an annual performance report, to the UsingAgency, i.e., the agency for whom the Consultant or provider is providing the professionalsocial services, that includes but is not limited to relevant statistics, an empirical analysiswhere applicable, and a written narrative describing the goals and objectives of the contractor agreement and programmatic outcomes. The annual performance report shall beprovided and reported to the Cook County Board of Commissioners by the applicableUsing Agency within forty-five days of receipt. Failure of the Consultant or provider toprotrude an annual performance report will be considered a breach of contract or agreementby the Consultant or provider, and may result in termination of the Contract or agreement.

For purposes of this Section, a Professional Social Service Contract or Professional SocialService Agreement shall mean any contract or agreement with a social service provider,including other governmental agencies, nonprofit organizations, or for profit businessenterprises engaged in the field of and providing social services, juvenile justice, mentalhealth treatment, alternative sentencing, offender rehabilitation, recidivism reduction, fostercare, substance abuse treatment, domestic violence services, community transitioningservices, intervention, or such other similar services which provide mental, social orphysical treatment and services to individuals. Said Professional Social Service Contractsor Professional Social Service Agreements do not include CCHHS managed care contractsthat CCHHS may enter into with health care providers.

ARTICLE 4) TERM OF PERFORMANCE

a) Term of Performance

This Agreement takes effect when approved by the Chief Procurement Officer and itsterm shall begin on March 28, 2018 ("Effective Date" ) and continue until March 27,2019 renewals or until this Agreement is terminated in accordance with its terms,whichever occurs first.

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b) Timeliness ofPerformance

Consultant must provide the Services and Deliverables within the term and withinthe time limits required under this Agreement, pursuant to the provisions ofSection 4.a and Exhibit 1. Further, Consultant acknowledges that TIME IS OFTHE ESSENCE and that the failure of Consultant to comply with the time limitsdescribed in this Section 4.b may result in economic or other losses to the County.

ii) Neither Consultant nor Consultant's agents, employees nor Subcontractors areentitled to any damages from the County, nor is any party entitled to bereimbursed by the County, for damages, charges or other losses or expensesincurred by Consultant by reason of delays or hindrances in the performance ofthe Services, whether or not caused by the County.

c) Agreement Extension Option

The Chief Procurement Offlcer may at any time before this Agreement expires elect torenew this Agreement for two (2) additional one (1) year periods under the same termsand conditions as this original Agreement, except as provided otherwise in thisAgreement, by notice in writing to Consultant. After notification by the ChiefProcurement Officer, this Agreement must be modified to reflect the time extension inaccordance with the provisions of Section 10.c.

ARTICLE 5) COMPENSATION

a) Basis of Payment

The County will pay Consultant according to the Schedule of Compensation in theattached Exhibit 2 for the successful completion of services.

b) Method of Payment

All invoices submitted by the Consultant shall be in accordance with the cost provisionscontained in the Agreement and shall contain a detailed description of the Deliverables,including the quantity of the Deliverables, for which payment is requested. All invoicesfor services shall include itemized entries indicating the date or time period in which theservices were provided, the amount of time spent performing the services, and a detaileddescription of the services provided during the period of the invoice. All Contracts forservices that are procured as Sole Source must also contain a provision requiring theContractor to submit itemized records indicating the dates that services were provided, adetailed description of the work performed on each such date, and the amount of time spentperforming work on each such date All invoices shall reflect the amounts invoiced by andthe amounts paid to the Consultant as of the date of the invoice. Invoices for new chargesshall not include "past due" amounts, if any, which amounts must be set forth on aseparate invoice. Consultant shall not be entitled to invoice the County for any late feesor other penalties.

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In accordance with Section 34-177 of the Cook County Procurement Code, the Countyshall have a right to set off and subtract from any invoice(s) or Contract price, a sum equalto any fines and penalties, including interest, for any tax or fee delinquency and any debt orobligation owed by the Consultant to the County.

The Consultant acknowledges its duty to ensure the accuracy of afi invoices submitted tothe County for payment. By submitting the invoices, the Consultant certifies that allitemized entries set forth in the invoices are true and correct. The Consultant

acknowledges that by submitting the invoices, it certifies that it has delivered theDeliverables, i.e., the goods, supplies, services or equipment set forth in the Agreement tothe Using Agency, or that it has properly performed the services set forth in the Agreement.The invoice must also reflect the dates and amount of time expended in the provision ofservices under the Agreement. The Consultant acknowledges that any inaccuratestatements or negligent or intentional misrepresentations in the invoices shall result in theCounty exercising all remedies available to it in law and equity including, but not limited

to, a delay in payment or non-payment to the Consultant, and reporting the matter to theCook County Office of the Independent Inspector GeneraL

When a Consultant receives any payment from the County for any supplies, equipment,goods, or services, it has provided to the County pursuant to its Agreement, theConsultant must make payment to its Subcontractors mthin 15 days after receipt ofpayment &om the County, provided that such Subcontractor has satisfactorily providedthe supplies, equipment, goods or services in accordance with the Contract and providedthe Consultant with all of the documents and information required of the Consultant. TheConsultant may delay or postpone payment to a Subcontractor when the Subcontractor'ssupplies, equipment, goods, or services do not comply with the requirements of theContract, the Consultant is acting in good faith, and not in retaliation for a Subcontractorexercising legal or contractual rights.

c) Funding

The source of funds for payments under this Agreement is identified in Exhibit 2,Schedule of Compensation. Payments under this Agreement must not exceed the dollaramount shown in Exhibit 2 without a written amendment in accordance with Section10.c,

d) Non-Appropriation

If no funds or insufficient funds are appropriated and budgeted in any fiscal period of theCounty for payments to be made under this Agreement, then the County will notifyConsultant in writing of that occurrence, and this Agreement will terminate on the earlierof the last day of the fiscal period for which sufficient appropriation was made orwhenever the funds appropriated for payment under this Agreement are exhausted.Payments for Services completed to the date of notification will be made to Consultant.

No payments will be made or due to Consultant and under this Agreement beyond thoseamounts appropriated and budgeted by the County to fund payments under thisAgreement.

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e) Taxes

Federal Excise Tax does not apply to materials purchased by the County by virtue ofExemption Certificate'No. 36-75-0038K. Illinois Retailers'ccupation Tax, Use Tax andMunicipal Retailers'ccupation Tax do not apply to deliverables, materials or servicespurchased by the County by virtue of statute. The price or prices quoted herein shallinclude any and all other federal and/or state, direct and/or indirect taxes which apply tothis Contract. The County's State of Illinois Sales Tax Exemption Identification No. is E-9998-2013-07.

tj Price Reduction

If at any time after the contract award, Consultant makes a general price reduction in theprice of any of the Deliverables, the equivalent price reduction based on similar quantitiesand/or considerations shall apply to this Contract for the duration of the Contract period.For purposes of this Section S.f., Price Reduction, a general price reduction shall includereductions in the effective price charged by Consultant by reason of rebates, financialincentives, discounts, value points or other benefits with respect to the purchase of theDeliverables. Such price reductions shall be effective at the same time and in the samemanner as the reduction Consultant makes in the price of the Deliverables to its prospectivecustomers gen.erally.

g) Consultant Credits

To the extent the Consultant gives credits toward future purchases of goods or services,financial incentives, discounts, value points or other benefits based on the purchase of thematerials or services provided for under this Contract, such credits belong to the Countyand not any specific Using Agency. Consultant shall reflect any such credits on its invoicesand in the amounts it invoices the County.

ARTICLE 6) DISPUTES

Any dispute arising under the Contract between the County and Consultant shall be decided by theChief Procurement Officer. The complaining party shall submit a written statement detailing thedispute and specifying the specific relevant Contract provision(s) to the Chief Procurement Officer.Upon request of the Chief Procurement Officer, the party complained against shall respond to thecomplaint in writing within 15 days of such request. The Chief Procurement Officer will reduceher decision to writing and mail or otherwise furnish a copy thereof to the Consultant. Thedecision of the Chief Procurement Officer will be final and binding. Dispute resolution asprovided herein shall be a condition precedent to any other action at law or in equity. However,unless a notice is issued by the Chief Procurement Officer indicating that additional time isrequired to review a dispute, the parties may exercise their contractual remedies, if any, if nodecision is made within sixty (60) days following notitication to the Chief Procurement Officer ofa dispute. No inference shall be drawn fiom the absence of a decision, by the Chief ProcurementOfficer.

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Notwithstanding a dispute, Consultant shall continue to discharge all its obligations, duties and

responsibilities set forth in the Contract during any dispute resolution proceeding unless otherwiseagreed to by the County in writing.

ARTICLE 7) COOPERATION WITH INSPECTOR GENERAL AND COMPLIANCEWITH ALL LAWS

The Consultant, Subcontractor, licensees, grantees or persons or businesses who have a Countycontract, grant, license, or certification of eligibility for County contracts shall abide by all of the

applicable provisions of the Oflice of the Independent Inspector General Ordinance (Section 2-281et. seq. of the Cook County Code of Ordinances). Failure to cooperate as required may result inmonetary and/or other penalties.

The Consultant shall observe and comply with the laws, ordinances, regulations and codes of theFederal, State, County and other local government agencies which may in any manner afiect theperformance of the Contract including, but not limited to, those County Ordinances set forth in theCertifications attached hereto and incorporated herein. Assurance of compliance with this

requirement by the Consultant's employees, agents or Subcontractor shall be the responsibility ofthe Consultant.

The Consultant shall secure and pay for all federal, state and local licenses, permits and feesrequired hereunder.

ARTICLE 8) SPECIAL CONDITIONS

a) Warranties and Representations

In connection with signing and carrying out this Agreement, Consultant:

warrants that Consultant is appropriately licensed under Illinois law to performthe Services required under this Agreement and will perform no Services forwhich a professional license is required by law and for which Consultant is notappropriately licensed;

ii) warrants it is financially solvent; it and each of its employees, agents andSubcontractors of any tier are competent to perform the Services required underthis Agreement; and Consultant is legally authorized to execute and perform orcause to be performed this Agreement under the terms and conditions stated inthis Agreement;

iii) warrants that it will not knowingly use the services of any ineligible consultant orSubcontractor for any purpose in the performance of its Services under thisAgreement;

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iv) warrants that Consultant and its Subcontractors are not in default at the time thisAgreement is signed, and has not been considered by the Chief ProcurementOfficer to have, within 5 years immediately preceding the date of this Agreement,been found to be in default on any contract awarded by the County;

v) represents that it has carefully examined and analyzed the provisions and

requirements of this Agreement; it understands the nature of the Servicesrequired; from its own analysis it has satisfied itself as to the nature of all thingsneeded for the performance of this Agreement; this Agreement is feasible ofperformance in accordance with all of its provisions and requirements, andConsultant warrants it can and will perform, or cause to be performed, theServices in strict accordance with the provisions and requirements of thisAgreement;

vi) represents that Consultant and, to the best of its knowledge, its Subcontractors arenot in violation of the provisiorts of the Illinois Criminal Code, 720 ILCS 5/33Eas amended; and

vii) acknowledges that any certification, affidavit or acknowledgment made underoath in connection with this Agreement is made under penalty of perjury and, iffalse, is also cause for termination under Sections 9.a and 9.c.

b) Ethics

i) In addition to the foregoing warranties and representations, Consultant warrants:

(1) no officer, agent or employee of the County is employed by Consultant orhas a financial interest directly or indirectly in this Agreement or thecompensation to be paid under this Agreement except as may be permittedin writing by the Board of Ethics.

(2) no payment, gratuity or offer of employment will be made in connectionwith this Agreement by or on behalf of any Subcontractors to the primeConsultant or higher tier Subcontractors or anyone associated with them,as an inducement for the award of a subcontract or order.

c) Joint and Several Liability

If Consultant, or its successors or assigns, if any, is comprised of more than oneindividual or other legal entity (or a combination of them), then under this Agreement,each and without limitation every obligation or undertaking in this Agreement to befulfilled or performed by Consultant is the joint and several obligation or undertaking ofeach such individual or other legal entity.

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d) Business Documents

At the request of the County, Consultant must provide copies of its latest articles ofincorporation, by-laws and resolutions, or partnership or joint venture agreement, asapplicable.

e) Conflicts of Interest

No member of the governing body of the County or other unit of government andno other officer, employee or agent of the County or other unit of governmentwho exercises any functions or responsibilities in connection with the Services towhich this Agreement pertains is permitted to have any personal interest, direct orindirect, in this Agreement. No member of or delegate to the Congress of theUnited States or the Illinois General Assembly and no Commissioner of the CookCounty Board or County employee is allowed to be admitted to any share or partof this Agreement or to any financial benefit to arise from it.

Consultant covenants that it, and to the best of its knowledge, its Subcontractors ifany (collectively, "Consulting Parties" ), presently have no direct or indirectinterest and will not acquire any interest, direct or indirect, in any project orcontract that would conflict in any manner or degree with the performance of itsServices under this Agreement.

Upon the request of the County, Consultant must disclose to the County its pastclient list and the names of any clients with whom it has an ongoing relationship.Consultant is not permitted to perform any Services for the County onapplications or other documents submitted to the County by any of Consultant'spast or present clients. If Consultant becomes aware of a conflict, it mustimmediately stop work on the assignment causing the conflict and notify theCounty.

iv) Without limiting the foregoing, if the Consulting Parties assist the County indetermining the advisability or feasibility of a project or in recommending,researching, preparing, drafting or issuing a request for proposals or bidspecifications for a project, the Consulting Parties must not participate, directly orindirectly, as a prime, Subcontractor or joint venturer in that project or in thepreparation of a proposal or bid for that project during the term of this Agreementor aflerwards. The Consulting Parties may, however, assist the County inreviewing the proposals or bids for the project if none of the Consulting Partieshave a relationship with the persons or entities that submitted the proposals orbids for that project.

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v) The Consultant further covenants that, in the performance of this Agreement, noperson having any conflicting interest will be assigned to perform any Services orhave access to any confidential information, as defined in Section 3.h of thisAgreement. If the County, by the Chief Procurement Officer in his reasonablejudgment, determines that any of Consultant's Services for others conflict with theServices Consultant is to render for the County under this Agreement, Consultantmust terminate such other services immediately upon request of the County.

vi) Furthermore, if any federal funds are to be used to compensate or reimburseConsultant under this Agreement, Consultaut represents that it is and will remainin compliance with federal restrictions on lobbying set forth in Section 319 of theDepartment of the Interior and Related Agencies Appropriations Act for Fiscalyear 1990, 31 U.S.C. tj 1352, and related rules and regulations set forth at 54 Fed.Reg. 52,309 ff. (1989), as amended. If federal funds are to be used, Consultantmust execute a Certification Regarding Lobbying, which will be attached as anexhibit and incorporated by reference as if fully set forth here.

I) Non-LiabiTity of Public Officials

Consultant and any assignee or Subcontractor of Consultant must not charge any official,employee or agent of the County personally with any liability or expenses of defense or hold anyofficial, employee or agent of the County personally liable to them under any term or provisionof this Agreement or because of the County's execution, attempted execution or any breach ofthis Agreement.

ARTICLE 9) EVENTS OF DEFAULT, REMEDIES, TERMINATION> SUSPENSIONAND RIGHT TO OFFSET

a) Events of Default Defined

The following constitute events of default:

i) Any material misrepresentation, whether negligent or willful and whether in theinducement or in the performance, made by Consultant to the County.

ii) Consultant's material failure to perform any of its obligations under thisAgreement including the following:

(a) Failure due to a reason or circumstances within Consultant's reasonablecontrol to perform the Services with sufficient personnel and equipment orwith sufficient material to ensure the performance of the Services;

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(b) Failure to perform the Services in a manner reasonably satisfactory to theChief Procurement Officer or inability to perform the Servicessatisfactorily as a result of insolvency, filing for bankruptcy or assignmentfor the benefit of creditors;

(c) Failure to promptly re-perform urithin a reasonable time Services that werereasonably rejected as erroneous or unsatisfactory;

(d) Discontinuance of the Services for reasons within Consultant's reasonablecontrol; and

(e) Failure to comply with any other material term of this Agreement,including the provisions concerning insurance and nondiscrimination.

iii) Any change in ownership or control of Consultant without the prior writtenapproval of the Chief Procurement Officer, which approval the ChiefProcurement Officer will not unreasonably withhold.

iv) Consultant's default under any other agreement it may presently have or mayenter into with the County during the life of this Agreement. Consultantacknowledges and agrees that in the event of a default under this Agreement theCounty may also declare a default under any such other Agreements.

v) Failure to comply with. Article 7 in the performance of the Agreement.

vi) Consultant's repeated or continued violations of County ordinances unrelated toperformance under the Agreement that in the opinion of the Chief ProcurementOfficer indicate a willful or reckless disregard for County laws and regulations.

b) Remedies

The occurrence of any event of default permits the County, at the County's sole option, todeclare Consultant in default. The Chief Procurement Officer may in his sole discretiongive Consultant an opportunity to cure the default within a certain period of time, whichperiod of time must not exceed 30 days, unless extended by the Chief ProcurementOfficer. Whether to declare Consultant in default is within the sole discretion of theChief Procurement Officer and neither that decision nor the factual basis for it is subjectto review or challenge under the Disputes provision of this Agreement.

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The Chief Procurement Officer will give Consultant written notice of the default, eitherin the form of a cure notice ("Cure Notice" ), or, if no opportunity to cure will be granted,a default notice ("Default Notice" ). If the Chief Procurement Officer gives a DefaultNotice, he will also indicate any present intent he may have to terminate this Agreement,and the decision to terminate (but not the decision not to terminate) is final and effectiveupon giving the notice. The Chief Procurement Officer may give a Default Notice ifConsultant fails to affect a cure within the cure period given in a Cure Notice. When aDefault Notice with intent to terminate is given as provided in this Section 9.b and Article11, Consultant must discontinue any Services, unless otherwise directed in the notice, anddeliver all materials accumulated in the performance of this Agr'cement, whether

completed or in the process, to the County. After giving a Default Notice, the Countymay invoke any or all of the following remedies:

The right to take over and complete the Services, or any part of them, atConsultant's expense and as agent for Consultant, either directly or throughothers, and bill Consultant for the cost of the Services, and Consultant must paythe difference between the total amount of this bill and the amount the Countywould have paid Consultant under the terms and conditions of this Agreement forthe Services that were assumed by the County as agent for the Consultant underthis Section 9.b;

ii) The right to terminate this Agreement as to any or 81 of the Services yet to beperformed effective at a time specified by the County;

iii) The right of specific performance, an injunction or any other appropriate equitableremedy;

iv) The right to money damages;

v) The right to withhold all or any part of Consultant's compensation under this

Agreement;

vi) The right to consider Consultant non-responsible in future contracts to be awarded

by the County.

If the Chief Procurement Officer considers it to be in the County's best interests, he mayelect not to declare default or to terminate this Agreement. The parties acknowledge thatthis provision is solely for the benefit of the County and that if the County permitsConsultant to continue to provide the Services despite one or more events of default,Consultant is in no way relieved of any of its responsibilities, duties or obligations underthis Agreement, nor does the County waive or relinquish any of its rights.

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The remedies under the terms of this Agreement are not intended to be exclusive of anyother remedies provided, but each and every such remedy is cumulative and is in additionto any other remedies, existing now or later, at law, in equity or by statute. No delay oromission to exercise any right or power accruing upon any event of default impairs anysuch right or power, nor is it a waiver of any event of default nor acquiescence in it, andevery such right and power may be exercised from time to time and as often as theCounty considers expedient.

c) Early Termination

In addition to termination under Sections 9.a and 9.b of this Agreement, the County mayterminate this Agreement, or all or any portion of the Services to be performed under it,at any time by a notice in writing from the County to Consultant. The County will givenotice to Consultant in accordance with the provisions of Article 11.The effective date oftermination will be the date the notice is received by Consultant or the date stated in thenotice, whichever is later. If the County elects to terminate this Agreement in full, allServices to be provided under it must cease and all materials that may have beenaccumulated in performing this Agreement, whether completed or in the process, must bedelivered to the County effective 10 days after the date the notice is considered receivedas provided under Article 11 of this Agreement (if no date is given) or upon the effectivedate stated in the notice.

After the notice is received, Consultant must restrict its activities, and those of itsSubcontractors, to winding down any reports, analyses, or other activities previouslybegun. No costs incurred after the effective date of the termination are allowed.Payment for any Services actually and satisfactorily performed before the effective dateof the termination is on the same basis as set forth in Article 5, but if any compensation isdescribed or provided for on the basis of a period longer than 10 days, then thecompensation must be prorated accordingly. No amount of compensation, however, ispermitted for anticipated profits on unperformed Services. The County and Consultantmust attempt to agree on the amount of compensation to be paid to Consultant, but if notagreed on, the dispute must be settled in accordance with Article 6 of this Agreement.The payment so made to Consultant is in full settlement for all Services satisfactorilyperformed under this Agreement.

Consultant must include in its contracts with Subcontractors an early terminationprovision in form and substance equivalent to this early termination provision to preventclaims against the County arising from termination of subcontracts after the earlytermination. Consultant will not be entitled to make any early termination claims againstthe County resulting I'rom any Subcontractor's claims against Consultant or the County tothe extent inconsistent with this provision.

If the County's election to terminate this Agreement for default under Sections 9.a and9.b is determined in a court of competent jurisdiction to have been wrongful, then in thatcase the termination is to be considered to be an early termination under this Section 9.c.

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d) Suspension

The County may at any time request that Consultant suspend its Services, or any part ofthem, by giving 15 days prior written notice to Consultant or upon informal oral, or evenno notice, in the event of emergency. No costs incmred after the effective date of suchsuspension are allowed. Consultant must promptly resume its performance of theServices under the same terms and conditions as stated in this Agreement upon writtennotice by the Chief Procurement Officer and such equitable extension of time as may bemutually agreed upon by the Chief Procurement Officer and Consultant when necessaryfor continuation or completion of Services. Any additional costs or expenses actuallyincurred by Consultant as a result of recommencing the Services must be treated inaccordance with the compensation provisions under Article 5 of this Agreement.

No suspension of this Agreement is permitted in the aggregate to exceed a period of 45days within any one year of this Agreement. If the total number of days of suspensionexceeds 45 days, Consultant by written notice may treat the suspension as an earlytermination of this Agreement under Section 9.c.

e) Right to Offset

In connecbon with performance under this Agreement, the County may offset any excesscosts incurred:

i) if the County terminates this Agreement for default or any other reason resultingfrom Consultant's performance or non-performance;

ii) if the County exercises any of its remedies under Section 9.b of this Agreement;or

iii) if the County has any credits due or has made any overpayments under thisAgreement.

The County may offset these excess costs by use of any payment due for Servicescompleted before the County terminated this Agreement or before the County exercisedany remedies. If the amount offset is insufficient to cover those excess costs, Consultantis liable for and must promptly remit to the County the balance upon written demand forit. This right to offset is in addition to and not a limitation of any other remediesavailable to the County.

I) Delays

Consultant agrees that no charges or claims for damages shall be made by Consultant forany delays or hindrances from any cause whatsoever during the progress of any portion ofthis Contract.

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g) Prepaid Fees

In the event this Contract is terminated by either party, for cause or otherwise, and theCounty has prepaid for any Deliverables, Consultant shall refund to the County, on aprorated basis to the effective date of termination, all amounts prepaid for Deliverables notactually provided as of the effective date of the termination. The refund shall be madewithin fourteen (14) days of the effective date of termination.

ARTICLE 10) GENERAL CONDITIONS

a) Entire Agreement

i) General

This Agreement, and the exhibits attached to it and incorporated in it, constitutethe entire agreement between the parties and no other warranties, inducements,considerations, promises or interpretations are implied or impressed upon thisAgreement that are not expressly addressed in this Agreement.

No Collateral Agreements

Consultant acknowledges that, except only for those representations, statementsor promises expressly contained in this Agreement and any exhibits attached to itand incorporated by reference in it, no representation, statement or promise, oralor in writing, of any kind whatsoever, by the County, its officials, agents oremployees, has induced Consultant to enter into this Agreement or has been reliedupon by Consultant, including any with reference to:

(a) the meaning, correctness, suitability or completeness of any provisions orrequirements of this Agreement;

(b) the nature of the Services to be performed;

(c) the nature, quantity, quality or volume of any materials, equipment, laborand other facilities needed for the performance of this Agreement;

(d) the general conditions which may in any way affect this Agreement or its

performance;

(e) the compensation provisions of this Agreement; or

(I) any other matters, whether similar to or different from those referred to in

(a) through (e) immediately above, affecting or having any connectionwith this Agreement, its negotiation, any discussions of its performance orthose employed or connected or concerned with it.

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iii) 1'missions

Consultant acknowledges that Consultant was given an opportunity to review alldocuments forming this Agreement before signing this Agreement in order that itmight request inclusion in this Agreement of any statement, representation,

promise or provision that it desired or on that it wished to place reliance.Consultant did so review those documents, and either every such statement,representation, promise or provision has been included in this Agreement oz else,if omitted, Consultant relinquishes the benefit of any such omitted statement,representation, promise or provision and is willing to perform this Agreement inits entirety without claiming reliance on it or making any other claim on accountof its omission.

b) Counterparts

This Agreement is comprised of several identical counterparts, each to be fully signed bythe parties and each to be considered an original having identical legal effect.

c) Contract Amendments

The parties may during the term of the Contract make amendments to the Contract but onlyas provided in this section. Such amendments shall only be made by mutual agreement inwriting.

In the case of Contracts not approved by the Board, the Chief Procurement Officer mayamend a contract provided that any such amendment does not extend the Contract by morethan one (1) year, and further provided that the total cost of all such amendments does notincrease the total amount of the Contract beyond $150,000. Such action may only be madewith the advance written approval of the Chief Procurement Officer. If the amendmentextends the Contract beyond one (1) year or increases the total award amount beyond$150,000, then Board approval will be required.

No Using Agency or employee thereof has authority to make any amendments to thisContract. Any amendments to this Contract made without the express written approval ofthe Chief Procurement Officer is void and unenforceable.

Consultant is hereby notified that, except for amendments which are made in accordancewith this Section10.c. Contract Amendments, no Using Agency or employee thereof hasauthority to make any amendment to this Contract.

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Governing Law and Jurisdiction

This Contract shall be governed by and construed under the laws of the State of Illinois.The Consultant irrevocably agrees that, subject to the County's sole and absolute election tothe contmry, any action or proceeding in any way, manner or respect arising out of theContract, or arising &om any dispute or controversy arising in connection with or related to.the Contract, shall be litigated only in courts within the Circuit Court of Cook County,State of Illinois, and the Consultant consents and submits to the jurisdiction thereof. Inaccordance with these provisions, Consultant waives any right it may have to transfer orchange the venue of any litigation brought against it by the County pursuant to thisContract.

Severability

If any provision of this Agreement is held or considered to be or is in fact invalid, illegal,inoperative or unenforceable as applied in any particular case in any jurisdiction or in allcases because it conflicts with any other provision or provisions of this Agreement or ofany constitution, statute, ordinance, rule of law or public policy, or for any other reason,those circumstances do not have the effect of rendering the provision in question invalid,illegal, inoperative or unenforceable in any other case or circumstances, or of renderingany other provision or provisions in this Agreement invalid, illegal„ inoperative orunenforceable to any extent whatsoever. The invalidity, illegality, inoperativeness orunenforceability of any one or more phrases, sentences, clauses or sections in thisAgreement does not affect the remaining portions of this Agreement or any part of it.

Assigns

All of the terms and conditions of this Agreement are binding upon and inure to thebenefit of the parties and their respective legal representatives, successors and assigns.

Cooperation

Consultant must at all times cooperate fully with the County and act in the County's bestinterests. If this Agreement is terminated for any reason, or if it is to expire on its ownterms, Consultant must make every effort to assure an orderly transition to anotherprovider of the Services, if any, orderly demobilization of its own operations inconnection with the Services, uninterrupted provision of Services during any transitionperiod and must otherwise comply with the reasonable requests and requirements of theUsing Agency in connection with the termination or expiration.

Waiver

Nothing in this Agreement authorizes the waiver of a requirement or condition contraryto law or ordinance or that would result in or promote the violation of any federal, state orlocal law.or ordinance.

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Whenever under this Agreement the County by a proper authority waives Consultant'sperformance in any respect or waives a requirement or condition to either the County's orConsultant's performance, the waiver so granted, whether express or implied, onlyapplies to the particular instance and is not a waiver forever or for subsequent instancesof the performance, requirement or condition. No such waiver is a modification of thisAgreement regardless of the number of times the County may have waived theperformance, requirement or condition. Such waivers must be provided to Consultant inwriting.

i) Independent Consultant

This Agreement is not intended to and will not constitute, create, give rise to, orotherwise recognize a joint venture, partnership, corporation or other formal businessassociation or organization of any kind between Consultant and the County, The rightsand the obligations of the parties are only those expressly set forth in this Agreement.Consultant must perform under this Agreement as an independent Consultant and not as arepresentative, employee, agent, or partner of the County.

This Agreement is between the County and an independent Consultant and, if Consultantis an individual, nothing provided for under this Agreement constitutes or implies anemployer-employee relationship such that:

i) The County will not be liable under or by reason of this Agreement for thepayment of any compensation award or damages in connection with theConsultant performing the Services required under this Agreement.

ii) Consultant is not entitled to membership in the County Pension Fund, GroupMedical Insurance Program, Group Dental Program, Group Vision Care, GroupLife Insurance Program, Deferred Income Program, vacation, sick leave, extendedsick leave, or any other benefits ordinarily provided to individuals employed andpaid through the regular payrolls of the County.

iv) The County is not required to deduct or withhold any taxes, FICA or otherdeductions from any compensation provided to the Consultant.

j) Governmental Joint Purchasing Agreement

Pursuant to Section 4 of the Illinois Governmental Joint Purchasing Act (30 ILCS 525)and the Joint Purchase Agreement approved by the Cook County Board ofCommissioners (April 9, 1965), other units of government may purchase goods orservices under this contract.

In the event that other agencies participate in a joint procurement, the County reserves theright to renegotiate the price to accommodate the larger volume.

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Comparable Government Procurement

As permitted by the County of Cook, other government entities, if authorized by law,may wish to purchase the goods, supplies, services or equipment under the same termsand conditions contained in this Contract (i.e., comparable government procurement).Each entity wishing to reference this Contract must have prior authorization from theCounty of Cook and the Consultant. If such participation is authorized, all purchaseorders will be issued directly from and shipped directly to the entity requiring the goods,supplies, equipment or services supplies/services. The County shall not be heldresponsible for any orders placed, deliveries made or payment for the goods, supplies,equipment or services supplies/services ordered by these entities. Each entity reserves theright to determine the amount of goods, supplies, equipment or services it wishes topurchase under this Contmct.

Force Majeure

Neither Consultant nor County shall be liable for failing to fulfill any obligation under

this Contract if such failure is caused by an event beyond such patty's reasonable controland which is not caused by such party's fault or negligence; provided, however, thatConsultant use commercially reasonable efforts to perform in such instances where

reasonably possible.

m) Non-solicitation

During the term of this Contract and for one year following the effective date oftermination, the Cook County Bureau of Finance PBOF") agrees that, without the priorwritten consent of the Consultant, it shall not knowingly employ, solicit for employmentor recommend for employment, or employment recruitment, to any other department,bureau, agency, etc. of the County, any employee of the Consultant, as identified inExhibit 2, Schedule of Compensation, who was engaged in the performance of theservices under the Contract during the 12-month period immediately preceding suchtermination. The preceding sentence shall not prohibit the BOF from soliciting to employor employing any such employee of the Consultant who (i) seeks employment with theBOF in response to a general advertisement (so long as the advertisement is not directedtoward employees of the Consultant), or (ii) is identified in the course of employmentsearches by an independent third party retained by the BOF (so long as the search is notdirected toward employees of the Consultant).

ARTICLE 11) NOTICES

All notices required pursuant to this Contract shall be in writing and addressed to theparties at their respective addresses set forth below. All such notices shall be deemed duly

given if hand delivered or if deposited in the United States mail, postage prepaid, registeredor certified, return receipt requested. Notice as provided herein does not waive service of

29

Contract ¹ 1725-16365

summons or process.

If to the County: Office of the Chief Financial Officer118North Clark Street, Room 1127Chicago, Illinois 60602Attention: Chief Financial Officer

Cook County Chief Procurement Officer118North Clark Street. Room 1018Chicago, Illinois 60602(Include County Contract Number on all notices)

If to Consultant: Conduent H. R. Consulting Services, LLC500 Plaza DriveSecaucus NJ 07096Attention: Aaron Shapiro

Changes in these addresses must be in writing and delivered in accordance with theprovisions of this Article 11. Notices delivered by mail are considered received threedays after mailing in accordance with this Article 11. Notices delivered personally areconsidered effective upon receipt. Refusal to accept delivery has the same effect asreceipt.

ARTICLE 12) AUTHORITY

Execution of this Agreement by Consultant is authorized by a resolution of its Board ofDirectors, if a corporation, or similar governing document, and the signature(s) of each personsigning on behalf of Consultant have been made with complete and full authority to commitConsultant to all terms and conditions of this Agreement, including each and everyrepresentation, certification and warranty contained in it, including the representations,certifications and warranties collectively incorporated by reference in it.

30

Contract ¹ 1725-16365

EXHIBIT I

Scope of Services

Contract ¹ 1725-16365

The Consultant shall provide the following services, analysis, projections, and reports:

~ Funding-level projections associated with the County Employees'nd Officers'nnuityand Benefit Fund ("the Fund" ) to estimate the fiscal outputs of various actual or theoreticalrevisions to the Pension Code, as requested by the County, including but not limited to suchvariables as:

o Increased contributions by various classes of employees.o Increased taxpayer contributions associated with various classes of employees.o Reductions in the rate of automatic annual increased annuity benefits and/or the

means of calculating annuities for various classes of annuitants.o Change from compounded to simple automatic annual increases in pensions for

various classes of annuitants.o Increased retirement-age eligibility for various classes of employees.o Increased contribution toward the healthcare benefit paid by various classes of

annuitants.o Various methodologies for allocating healthcare benefits among various classes of

annuitants.

o Various potential "consideration/exchange" approaches.o Revision to the accrual rateo Modification of health care funding and benefitso Such other individual or combined various and projections as are requested by the

County.

In accomplishing the foregoing, the Consultant shall use data and valuation systems developed forthe Fund. In addition to the foregoing, Consultant shall, upon request of the County, attend andtake part in a maximum of five (5) meetings between Cook County staff and representatives ofvarious stakeholders, including labor organizations, local/state legislators, civic groups and opinionleaders.

Deliverables:

Deliverables include: (1) the exhibits setting forth funding-level projections associated with allalternative theoretical revisions to the Pension Code evaluated pursuant to this Exhibit 1, and (2)a single report depicting all such alternative funding-level projections (or such subset thereof asdirected by County)

Timeline for Deliverables:

The exhibits setting forth the funding-level projections shall be delivered as completed. The fullreport as described above shall be submitted as soon as reasonably possible following completionof all funding-level projections under this Exhibit 1, but in no event later than December 31,2018.

EXHIBIT 2

Schedule of Compensation

Contract ¹ 1725-16365

EXHIBIT 2

Schedule of Compensation

For each service, analysis, projection, and report as set forth in Exhibit 1 that Cook Countyrequests, the Consultant shall be compensated as agreed between Cook County and Consultant

prior to the commencement of work thereon, provided, however, that the total of such

compensation will be not more than $ 135,000.00for services billed under the hourly rates ofcompensation set forth below. Accordingly, Consultant slnril advise Cook County as soon as thefee for a requested service would cause the above-referenced $135,000.00 limit to be exceededand shall not commence work thereon without written approval &om Cook County increasingthe $135,000.00fee limit. Any changes to the Scope of Services or the fee limit shall be agreedin writing between County and Consultant.

Such fee shall be inclusive of all overhead, burden, profit and any other expense associated withthe performance and delivery of the report or reports. Consultant shall invoice County monthlyas each service is completed. As the Services are completed, with itemized reference to thefollowing fee schedule:

Level of Personnel

Principal or Managing DirectortDirector

Sr. Consultant

Hourly Rate

$ 435

$ 372

$ 338

Consultant

Sr. Associate

Associate '175Operating Personnel $ 110

County shall pay all invoiced amounts within thirty (30) days of the receipt by County ofConsultant's invoice.

Contract ¹ 1725-16365

EXHIBIT 3

Minority snd Women Owned Business Enterprise Commitment

Contract ¹ 1725-16365

POLICY AND GOALS

It is the policy of the County of Cook to prevent discrimination in the award of orparticipation in County Contracts and to eliminate arbitrary barriers for participation insuch Contracts by local businesses certified as a Minority Business Enterprise (MBE) andWomen-owned Business Enterprise (WBE) as both prime and sub-contractors. Infurtherance of this policy, the Cook County Board of Commissioners has adopted aMinority- and Women-owned Business Enterprise Ordinance (the "Ordinance" ) whichestablishes annual goals for MBE and WBE participation as outlined below:

Contract Type

Goods and ServicesConstructionProfessional Services

GoalsMBE WBE25% 10%24% 10%35% Overall

The County shall set contract-specific goals, based on the availability of MBEs andWBEs that are certified to provide commodities or services specified in thissolicitation document. The MBE/WBE participation goal for this Agreement is 0%.A Bid, Quotation, or Proposal shall be rejected if the County determines that it fails tocomply with this General Condition in any way, including but not limited to: (i) failing tostate an enforceable commitment to achieve for this contract the identified MBE/WBEContract goals; or (ii) failing to include a Petition for Reduction/Waiver, which states thatthe goals for MBE/WBE participation are not attainable despite the Bidder or ProposerGood Faith Efforts, and explains why. If a Bid, Quotation, or Proposal is rejected, then anew Bid, Quotation, or Proposal may be solicited if the public interest is served thereby.

To the extent that a Bid, Quotation, or Proposal includes a Petition for Reduction/Waiverthat is approved by the Office of Contract Compliance, the Contract specific MBE andWBE participation goals may be achieved by the proposed Bidder or Proposer's status asan MBE or WBE; by the Bidder or Proposer's enforceable joint-venture agreement withone or more MBEs and/or WBEs; by the Bidder or Proposer entering into one or moreenforceable subcontracting agreements with one or more MBE and WBE; by the Bidderor Proposer establishing and carrying out an enforceable mentor/protdg6 agreement withone or more MBE and WBE; by the Bidder or Proposer actively engaging the IndirectParticipation of one or more MBE and WBE in other aspects of its business; or by anycombination of the foregoing, so long as the Utilization Plan evidences a commitment tomeet the MBE and WBE Contract goals set forth in (B) above, as approved by the Officeof Contract Compliance.

A single Person, as defined in the Procurement Code, may not be utilized as both anMBE and a WBE on the same Contract, whether as a Consultant, Subcontractor orsupplier.

Unless specifically waived in the Bid or Proposal Documents, this Exhibit; theOrdinance; and the policies and procedures promulgated thereunder shall govern. If there

Contract ti 1725-16365

is a conflict between this Exhibit and the Ordinance or the policies and procedures, theOrdinance shall control.

A Consultant's failure to carry out its commitment regarding MBE and WBEparticipation in the course of the Contract's performance may constitute a material breachof the Contract. If such breach is not appropriately cured, it may result in withholding ofpayments under the Contract, contractual penalties, disqualification and any other remedyprovided for in Division 4 of the Procurement Code at law or in equity.

RKOUIRKD BID OR PROPOSAL SUBMITTALS

A Bidder or Proposer shall document its commitment to meeting the Contract specific MBE andWBE participation goals by submitting a Utilization Plan with the Bid or Proposal. TheUtilization Plan shall include (I) one or more Letter(s) of Intent from the relevant MBE andWBE firms; and (2) current Letters of Certification as an MBE or WBE. Alternatively, theBidder or Proposer shall submit (I) a written Petition for Reduction/Waiver with the Bid,Quotation or Proposal, which documents its preceding Good Faith Efforts and an explanation ofits inability to meet the goals for MBE and WBE participation. The Utilization Plan shall besubmitted at the time that the bid or proposal is due. Failure to include a Utilization Plan willrender the submission not Responsive and shall be cause for the CPO to reject the Bid orProposal.

A. MBE/WBE Utilization Plan

Each Bid or Proposal shall include a complete Utilization Plan, as set forth on Form 1 ofthe M/QVE Compliance Forms. The Utilization Plan shall include the name(s), mailingaddress, email address, and telephone number of the principal contact person of therelevant MBE and WBE firms. If the Bidder or Proposer submits a Bid or Proposal, audany of their subconsultants, suppliers or consultants, are certified MBE or WBE firms,they shall be identified as an MBE or WBE within the Utilization Plan.

1. Letter(s) of Intent

Except as set forth below, a Bid or Proposal shall include, as part of the Utilization Plan,one or more Letter(s) of Intent, as set forth on Form 2 of the M/WBE Compliance Forms,executed by each MBE and WBE and the Bidder or Proposer. The Letter(s) of Intent willbe used to confirm that each MBE and WBE shall perform work as a Subcontractor,supplier, joint venture, or consultant on the Contract. Each Letter of Intent shall indicatewhether and the degree to which the MBE or WBE will provide goods or servicesdirectly or indirectly during the term of the Contract. The box for direct participationshall be marked if the proposed MBE or WBE will provide goods or services directlyrelated to the scope of the Contract. The box for Indirect participation shall be marked ifthe proposed MBE or WBE will not be directly involved in the Contract but will beutilized by the Bidder or Proposer for other services not related to the Contract. IndirectParticipation shall not be counted toward the participation goal. Each Letter of Intent

Contract ¹ 1725-16365

shdl accurately detail the work to be performed by the relevant MBE or WBE firm, theagreed dollar amount, the percentage of work, and the terms of payment.

Failure to include Letter(s) of Intent will render the submission not Responsive andshall be cause for the CPO to reject the Bid or Proposal.

All Bids and Proposals must conform to the commitments made in the corresponding

Letter(s) of Intent, as may be amended through change orders.

The Contract Compliance Director may at any time request supplemental information

regarding Letter(s) of Intent, and such information shall be furnished if the correspondingBid or Proposal is to be deemed responsive.

2. Letters) of Certification

Only current Letter(s) of Certification &om one of the following entities may be acceptedas proof of certification for MBE/WBE status, provided that Cook County's requirements

for certification are met:

County of CookCity of Chicago

Persons that are currently certified by the City of Chicago in any area other thanConstruction/Public Works shall also complete and submit a MBE/WBE ReciprocalCertification Affidavit along vdth a current letter of certification from the City ofChicago. This Affidavit form can be downloaded fromwww.cookcountyil.gov/contractcompliance.

The Contract Compliance Director may reject the certification of any MBE or WBE onthe ground that it does not meet the requirements of the Ordinance, or the policies andrules promulgated thereunder.

3. Joint Venture Affidavit

In the event a Bid or Proposal achieves MBE and/or WBE participation through a JointVenture, the Bid or Proposal shall include the required Joint Venture Affidavit, whichcan be downloaded from www.cookcountyil.gov/contractcompliance. The Joint VentureAffidavit shall be submitted udth the Bid or Proposal, along with current Letter(s) ofCertification.

Petition for Reduction/Waiver

In the event a Bid or Proposal does not meet the Contract specific goals for MBE and

WBE participation, the Bid or Proposal shall include a Petition for Reduction/Waiver, asset forth on Form 3. The Petition for Reduction/Waiver shall be supported by sufficientevidence and documentation to demonstrate the Bidder or Proposer's Good Faith Efforts

Contract tt 1725-16365

in attempting to achieve the applicable MBE and WBE goals, and its inability to do sodespite its Good Faith Efforts.

Failure to include Petition for Reduction/Waiver will render the submission notResponsive and shall be cause for the CPO to reject the Bid or Proposal.

IH. REDUCTION/WAIVER OF MBE/WBE GOALS

A. Grantinz or Denvina a Reduction/Waiver Reauest.

1. The adequacy of the Good Faith Efforts to utilize MBE and WBE firms in a Bid orProposal will be evaluated by the CCD under such conditions as are set forth in theOrdinance, the policies and rules promulgated thereunder, and in the "Petition forReduction/Waiver of MBE/WBE Participation Goals" —Form 3 of the M/WBECompliance Forms.

2. With respect to a Petition for Reduction/Waiver, the sufficiency or insufficiency of aBidder or Proposer's Good Faith Efforts shall be evaluated by the CCD as of the dateupon which the corresponding Bid or Proposal was due.

3. The Contract Compliance Director or his or her duly authorized Waiver Committeemay grant or deny the Petition for Reduction/Waiver based upon factors including butnot limited to: (a) whether sufficient qualified MBE and WBE firms are unavailabledespite good faith efforts on the part of the Bidder or Proposer; (b) the degree towhich specifications and the reasonable and necessary requirements for performingthe Contract make it impossible or economically infeasible to divide the Contract intosufficiently small tasks or quantities so as to enable the Bidder or Proposer to utilizeMBE and WBE firms in accordance with the applicable goals; (c) the degree to whichthe prices or prices required by any potential MBE or WBE are more that 10% abovecompetitive levels; and (d) such other factors as are determined relevant by theContract Compliance Director or the duly authorized Waiver Committee.

4. If the Contract Compliance Director or the duly authorized Waiver Committeedetermines that the Bidder or Proposer has not demonstrated sufficient Good FaithEfforts to meet the applicable MBE and WBE goals, the Contract ComplianceDirector or the duly authorized Waiver Committee may deny a Petition forReduction/Waiver, declare the Bid or Proposal non-responsive, and recommendrejection of the Bid, Quotation, or Proposal.

IV. CHANGES IN CONSULTANT'S UTILIZATION PLAN

A. A Consultant, during its performance of the Contract, may not change the originalMBE or WBE commitments specified in the relevant Utilization Plan, including butnot limited to, terminating a MBE or WBE Contract, reducing the scope of the workto be performed by a MBE/WBE, or decreasing the price to a MBE/WBE, except as

Contract ¹ 1725-16365

otherwise provided by the Ordinance and according to the policies and procedurespromulgated thereunder.

B. Where a Person listed under the Contract was previously considered to be a MBE orWBE but is later found not to be, or work is found not to be creditable toward theMBE or WBE goals as stated in the Utilization Plan, the Consultant shall seek todischarge the disqualified enterprise, upon proper written notification to the ContractCompliance Director, and make every effort to identify and engage a qualified MBEor WBE as its replacement. Failure to obtain an MBE or WBE replacement within 30business days of the Contract Compliance Director's written approval of the removalof a purported MBE or WBE may result in the termination of the Contract or theimposition of such remedy authorized by the Ordinance, unless a written Petition forReduction/Waiver is granted allowing the Consultant to award the work to a Personthat is not certified as an MBE or WBE.

V. NON-COMPLIANCE

If the CCD determines that the Consultant has failed to comply with its contractual commitmentsor any portion of the Ordinance, the policies and procedures promulgated thereunder, or thisExhibit, the Contract Compliance Director shall notify the Consultant of such determination andmay take any and all appropriate actions as set forth in the Ordinance or the policies andprocedures promulgated thereunder which includes but is not limited to disqualification,penalties, withholding of payments or other remedies in law or equity.

VI. REPORTING/RECORD-KEEPING REOUIREMENTS

The Constdtant shall comply with the reporting and record-keeping requirements in the mannerand time established by the Ordinance, the policies and procedure promulgated thereunder, andthe Contract Compliance Director. Failure to comply with such reporting and record-keepingrequirements may result in a declaration of Contract default. Upon award of a Contract, aConsultant shall acquire and utilize all Cook County reporting and record-keeping forms andmethods which are made available by the Office of Contract Compliance. MBE and WBE firmsshall be required to verify payments made by and received from the prime Consultant.

VII. EOUAL EMPLOYMENT OPPORTUNITY

Compliance with MBE and WBE requirements will not diminish or supplant other legal EqualEmployment Opportunity and Civil Rights requirements that relate to Consultant andSubcontractor obligations.

Any questions regarding this section should be directed to:Contract Compliance DirectorCook County118North Clark Street, Room 1020Chicago, Illinois 60602(312) 603-5502

OFFICE OF CONTRACT COMPIJANCE

JACQUELlNE GOMEZ

DIRECTOR

118 N. Clark, County Building, Room 1020 ~ Chicago, Illinois 60602 ~ t312) 603-5502

TCINI PRECKWINKLEPRESIDENT

Cook County Board

of Commissioners

March 1, 2018

RICHARD R.BOYKIN

1st District

DENNIS DEER

2nd District

JERRY BUTLElt

3rd District

STANLEY MOORE

4th District

Ms, Shannon E. Andrews

Chief Procurement Officer

118 N. Clark Street

County Building-Room 1018

Chicago, IL 60602

Re Contract No. 1725-16865

Consulting Services

Ofgce of the Chief Financial Officer

OEBORAH SIMS

5th District

EDYYARD M, MOODY

6th District

JESUS G. GAROA

7th District

Dear Ms. Andrews:

The 08ice of Contract Compliance is in receipt of the above-referenced contract and has determined a gs/o

(MBE/WBE} participation goal was recommended and does not require the Omce of Contract Compliance to

review for MBE/WBE compliance with the Minority- and Women- owned Business Enterprises {MBE/WBE)

Ordinance..

LUIS ARROYO, JR

6th District

Sincerely,

PETER N. SILVESTRI

9th District

BRIDGET GAINER

10th District

JOHN P. DALEY

1ltli Dlsvlct

Jacqueline Gomez

Contract Compliance Director

JG/la

cc:Ammar Rizkl, CFO

JOHN A. FRITCHEY

12th Distiict

LARRY SUFFREDIN

13th District

GREGG GOSUN

14th District

TIMOTHY O. SCHNEIDER

16th District

JEFFREY R. TOBOLSKI

16th District

%AH M. MORRISON

17th District

$ Fiscal Responsibility f Innovative Leadership Transparency SL Accountability QIR Improved Services

EXHIBIT 4

Evidence of Insurance

Contract ¹ 1725-16365

~COORS CERTIFICATE OF LIABILITY INSURANCEDATE (MM/OO/YVYY)

01/12/2018

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

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 onthis certificate does not confer rights to the certificate holder In Beu of such endorsement(s).

PRODUCER CQKTAGT

MARSH USA, INC

1166AVENUE OF THE AMERICAS lc/c uo. E n fAIC. MobNEW YORK, NY 10036 Earark

Agn ACS.CeriRequeeb))mash com

INSUREDConduent Incorporated100 Campus Drive, Suite 2MFlorham Park, NJ 07932

IMSU RE R(al AFFORDING COVERAGE

Msuaaa a:ACE American Insurance Cornoanv

INSURER S:ACE Prooerlv 8 Caeualtv IneurLMCe Comoanv

lnsuRBR c: Indemnliv Ine Co Of North America

MsuReRo ACEFlmUnderwntemlne Co.

INSURER E

NAIC S22667

20699

43575

2D702

2,000,000

2,000,000

N/A

2,000,000

10,000,000GENERALAGGREGATE 8GEN'L AGGREGATE LIMIT APPLIES PER

POLICY ~ JFQT ~ LQQM PRO-

OTHER

A AUTQMQBILELIABIUTY

~X ANY AUTO

OWNEDAUTOS ONLYHIREDAUTOS ONLY

INCLUDEDPRODUCTS - COMP/QPAGG 4

$

2,000,00001/Dl/2D18 01/01/2019ISA H25098468 COMBINED SINGLE LIMITIEa accdant'l

BODILY INJURY (Per psnmn)

SCHEDULEDAUTOSNQN-QWNEQAUTOS ONLY

BQQILYINJURY(Psraccidsnt) $PRQPPRTYQAMAGE $/Psr acudsntl

4

INSURER F

COVERAGES CERTIFICATE NUMBER: NYC-010188256.01 REVISION NUMBER: 9THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

IMSR AOOLBUBR POLICY EFF POLICY EXPLTR TYPE OF IMBURANCE Iueo wvo POLICY NUMBBR IMM/Cclvvvyl tMMICCIYYYYI UMITB

A X CQMMERCIAL GENERAL LIABILITY HDO 027873789 Dl/01/2D18 01/Dl/2019 Pace QccuRRENQE 8UAMAGb I Q RENTEQ

CLAIMS-MADE QQQUR PREMISEB tas uccurrsncal $

MEQ EXP IAny ons psmon) 4

PERSONAL a AQV IN JURY

X UMBRELLALIAB ~X QQQUR

EXCESS LIABi I CLAIMS.MADE

DED I RETENTION $0 WORKERS COMPENSATION

ANO EMPLOYERS'ABILITYANYPRQPRIETQR/PARTNER/EXECUTIVE

0 QFFIQP/VMPMBEREKQLUQEQ7 ~N N/A(Mandatcry in NN)If yss, dsscnbs underQEBQRIPTIQN OF OPERATIONS below

G28199235 002

WLR C6II624350 (AOS)

WLR 064624349 (AZ, CA, MA)

DCF 064624362(WI)

tl'I/01/2018

01/01/2018

01 I 0 1 /201 9

01/01/2 D19

01/Dl/2DI8 Dl/01/2019

01/01/2DIB 01/01/2019 PACHQQQURRENQE

AGGREGATE

8"I BTA'TOTE I i ER

EL.EACH ACCIDENT $

E.L.QIBPABE -EA EMPLOYEE 8

E.L.DISEASE POLICY LIMIT $

2,000,DDD

2,0D0,000

1,000,000

1,000,000

1,000,000

okacRlp TIQN oF QpBRATIQHB I LocATloNs / vEHlcLEs (AcQRQ 101,Addlbcnal Remarks ecbsduls, may be anac bad if more apace ls required)Cook County is addlbonat i/laured under the genetal liability, automobile habilily, and umbrella liability listed above but only as their interests apply under wntbn contract or agreement with Con due nt Corporation. This

insurance is pnmary end noncontributory to other insurance everiable to the additional insured limited lo liability arising out of the operations of the named insured end where required by wntten contract.

CERTIFICATE HOLDER

Cook County

OSca of the Chief Procurement Offlcer

118 N, Clark Stu ROOm 1018Chicago, IL 60602

ACORD 25 (2016/03)

CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN

ACCORDANCE WITH THE POLICY PROVISIONS.

AUTKQRIZEO REPRESENTATIVEof Mamh USA inc

Daniel Rivers

(01988-2016ACORD CORPORATION. All rights reserved.The ACORD name and logo are registered marks of ACORD

CERTIFICATE OF LIABILITY INSURANCETHIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMAT(ON ONLY ANO CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMAllVELY OR NEGAllVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERllFICATE HOLDER.

IMPORTANT: If the certificate holder ls sn ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. IfSUBROGATION IS WAIVED, subject to the terms and conditions of the pogcy, certain policies may require an endorsement. A ststenwnt on thiscertificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER CONTACTNAME

Aon Rtsk services Northeast, znc.(666) 263-7122 (SDD) 363-Olcystamford cr office (AIC No E»t) I IAJC. N .X

1600 summer street E-MAILstamford cr 06907-4907 UEA ADDRESS:

to4Iv

t4I

CIa

4I'OOX

INSURER(S) AFFORDING COVERAGE NAIC 6

INSURED

condusnt lncorooratedand its subsidiaries100 Campus Drive, Suite 200Florhem park NJ 07932 uSA

wsuRERA National union Fire 2nd co of pittsburgh 19449USURER Br

INSURER C:

INSURER D:

INSURER E:

GEN'LAGGREGATE UMIT APPLIES PER

POLICY JECT LOC

OTHER

pRooucts- colrfp/op AGG

USURER F:

COVERAGES CERTIFICATE NUMBER: 570069939040 REVISION NUMBER:THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR SIIAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested

INOHLTR TYPE OF INSURANCE

AUUL SUBRINSD WVO POLICY NUMBER IMMIDDIYYYYI JMMJQQJYYYYI

POLIJ'1 roo PULIL'f NXVOMITS

COMMERCIAL GENERAL LIABILITY EACH OCCURRENCEDAIWiGE ru NNN I LUCIA(MS.MADE Q OCCURPREMISES IEa oeeorreooet

MED EXP (Aoy one person)

PERSQNALIIAQVINJURY

GENERALAGGREGATE

44

AUTOMOBILE UABIUTY

ANYAUTO

OWNEDAUTOS ONLY~ IRED AIITOSD NLY

UMBRELLAUAS

EXCESS UAS

SCHEDULEDAUTOSNQN-OWNEDAUTOS ONLY

OCCUR

CLAIMSJIADE

COMBINED SINGLE LIMITfs d *It

BODILY INJURY ( Per person)

BDQILYINJURY(P d ot)

PROPERTY DAMAGEIPeraoddeelt

EACH OCCURRENCE

AGDREeATE

0M4ttllU

4rO

OED(

(RETENTION

WORKERS COMPENSATION ANDEMPLOYERS'IABIUTVANY PROPRIETOR I PARTNER I EXECU TIVEQFFICERJMEMBER EXCLUDED" P NI A(Maodatory o NH)If yes, desQESCRIPTIDN OF OPERATIONS I

A Etro-PL-Primary

(

PER STATUTE(

(OTH.FR

E L EACHACCIDENT

E.L.DISEASE-EA EMPLOYEE

E.L.DISEASE-POLICY LIMIT

046691677 01/Ql/2017 06/01/2018 per Claim/ Aggstn applies per policy taros 0 condi ions

$2,000,000—M55p

8

R

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE THEEXPIRATION DATE THEREOF, NOTICE WILL BE DEUVERED IN ACCORDANCE WITH THEPOUCY PROVI6IQNS

cook countyOffice of the Cltief Procurement Officer118 N. clark St., Room 1018chicago ZL 60602 USA

AUTHORIZED REPRESENTATIVE

OESCRIPTIONDFOPERATIQNSJLOCATIONSJ VEHICLES(ACORDIDI,AddmooalRemaresaoeedma, ye atls h drfm r spaoe reread)red)

ACORD 25 (2046/03)(91988-2015ACORD CORPORATION. Ag rights reserved.

The ACORD name snd logo are registered marks of ACORD

Contract ¹ 1725-16365

EXHIBIT 5

Identification of Subcontractor/Supplier/Sub-consultant Form

Cook CountyONce of the Chief Pmcurement Officer

tdentNcatton of SubcontractorlSuppller/Subconsuttant Foun

Contract No. 1725-16365

OCPO ONLY:A Oisduslificstion~Check Comclets

The Bidder/Proposer/Respondent ("the Contractu+ will fully complete and execute and submit an Identification ofSubcontractor/Supplier/Subconsultant Form ("ISF")with each Bid, Request for Proposal, and Request for Qualification, TheContractor must complete the ISF for each Subcontmctor, Suppger or Subconsugant which shall be used on the Contract. In

the event that there are any changes in the utilization of Subcontractors, Suppliers or Subconsultants, the Contractor must file anupdated ISF.

Contract No.: 1725-16365

Total Bid or Proposal Amount;

Contractor: Conduent

Authorized Contact Aaron Shapirofor Contractor.

Email Address(Contractor):aaron.shappiro

Date: 11/27/2017

Contract Title:

Subcontractor/Supplier/Subconsultant to be NAadded or substitute:Authorized Contact forSubcontractor/Supplier/ NA

Subconsultant:Email Address(Subcontractor):

Company Address(Contractor) 500 Plaza Drive, Secauus N.J. 07096

Company Address(Subcontractor) NA

City, State andZip (Contractor):Telephone and Fax 201-902-2706(Contractor)Estimated Start andCompletion Dates(Contractor)

City, State and Zip(Subcontractor):Telephone and Fax(Subcontractor)Estimated Start andCompletion Dates(Subcontractor)

Note; Upon reque'st, a copy of all written subcontractor agreements must be provided to the OCPO.

Descrionon of Senrices or SuccliesTotal Price of

Subcontract forServices or Suoolies

NA

The subcontract documents will incorporate all requirements of the Contract awarded to the Contractor. as applicable. The subcontractwill in no way hinder the Subcontractor/Supplier/Subconsultant from maintaining its progress on any other contract on which it is eithera Subcontractor/Supplier/Subconsultant or principal contractor. This disclosure is made with the understanding that the Contractor isnot under any circumstances relieved of its abilities and obligations, and is responsible for the organization, performance, and quality ofwork. This form does not approve any proposed changes, mvislons or mcdtgcatlons to the conbact approved MSBWSEUtglzatlon Plan. Any changes to the conbact's approved MSBWSBUtglzattcn Plan must bs submitted to the ONce of theContrast Compliance.

Contractor

Name

Conduent HR Consultina. LLC

Nicolas E Medina

Chief Comolianse OfficerTitle

Prime Contractor Si'gnature1 1/27/201 7

Date

Contract ¹ 1725-16365

EXHIBIT 6

Certification for Consulting or Auditing Services

COOK COUNTY

OFFICE OF THE CHIEF PROCUREMENT OFFICERCERTIFICATION FOR CONSULTING OR AUDITING SERVICES

This Cerggcation is made and required pursuant to Secgon 34-193of the Procurement Code, and must be completed

by any Contractor providing Consulting or Auditing Services for Cook County or Elected Ofgclals. For purposes

of this Certification, the following definitions shall apply:

"Audibng" means the formal examinahon of accounting records or financial statemenls for compliance with

financial accounting standards appgcatde to governmental entities, which functions mu generally exdusively

performed or supervised by Persons Ihmnssd and authorized to do business as public accounts in the State.

Audigng shall also Include any independent reports and management recommendations derived or resulting from

the performance of audigng services and which reports and recommendatlons are induded within the scope of the

Contract for Auditing Services.

"Consulgngn means the rendering of analysis and advice requiding speciagaed expertise in a particular subject area

or field. Such expertise may have been gained by educagon or experience in the area or geld. Consulting sxpmssly

excludes auditing services.

"Elected Official" means the President and Commissionem of the Cook County Board, Assessor, Board of Review,

Chief Judge, Clerk of the Circuit Court, County Clerk, Recorder of Deeds, Sheriff, State*s Attorney, Treasurer and

any other elected official included in the Cook County Appropriations Ordinance.

"County" shall mean the ofgces which me administered by the President of the County Board.

Please print or type responses clearly and legibly. Add additional pages if needed, being camful to identify each

porgon of the form to which each addilional page refers to.

SECTION 1: CONTRACTOR'8 INFORMATION

COMPANY NAME:

ADDRESS:

TELEPHONE:

CONTACT NAME:

CONTACT EMAIL:

Conduent HR Consuxlng, LLC

500 Plaza Drive, Secaucus, NJ 07096

201.902.2706

Aaron Shapiro

aaron.shagiro@conduent.corn

SECTION 2: AFFILIATE INFORMATION

If the Contractor has any "Affiliate" please provide the names, addresses and telephone numbers of each Afllliate below.

For purposes of this Ceiggcation "Affiliates'hall mean any Person that dirccgy or indirectly through one or more

intermediaries Controls, is Controlled by, or is under Contml with the Person specified. "Control" shall mean a Pemon that

has the power lo dirscgy or indirectly affect the management or the policies of the other through ownership of vohng

sscuriliss or voting rights, by contract or othenelse. "Person'means any individual, corporation, parlnership, Joint

Venture, trust, assodagon, Limited Liability Company, sole proprietorship or other legal entity.

Conduent incorgorated, 100 CAMPUS DRIVE, FLORHAM PARK, NJ 07932

Conduant Business Services, LLC, 100 CAMPUS DRIVE, FLORHAM PARK, NJ 07932

4I2013

SECTION 3: CONTRACT INFORMATION

a. This Cerbfication relates to the following Contract:

b. The Contractor is providing the following type of Services: [ ]Auditing or [x]Consulting

c. The Contractor is providing the Services under the Contract for the following Cook County Business Unit or

Crace of the Chief Financial Olricer

d. Is the Contractor or its Affiliates, if any, providing Consulting or Auditing Services, either directly, or as a

subcontractor to the County or Elected Official under any other Contracts? [ ] Yes or [x]No.

If yes, please state the other Contract Number(s) and the Nature of Services.

THE CONTRACTOR ACKNOWLEDGES, UNDERSTANDS AND AGREES AS FOLLOWS:

a. It has read Section 34-193 (a)gb) of the Procurement Code, which provides as follows:

The County will not enter into any Contract for Auditing Services, nor shall it consent to a subcontract for such

Auditing Services, with any Person, if such Person, or any Affiliate of such Person, has a Contract or

subcontract for consulting services for or wigt the County. Addigonally, the County will not enter into any

Contract for Consulting Services, nor shall it consent to a subcontract for such Consulting Services, with any

Person, if such Person, or any Affiliate of such Person, has a Conhact or subcontract for Auditing Services for

or with the County. For purposes of this provision, "County" shall refer only to oflices which are administered

by the President of the County Board and shall not refer to oflices which are administered by Elected Officials.

The County shall not enter into any Contract for Consulting Services on behalf of any Elected Official, nor

shall it consent to a subcontract for such Consulting Services on behalf of an Elected Official with any

Person, if such Person, or any Affiliate of such Person, has a Contract or subcontract to provide Auditing

Services for the Elected Official.

b. The Contractoris Services under the Contract shall not violate Secgon 34-193 of the Procurement Code.

c. The information provided herein is a material inducement to the CPO's execution of the Contract, and the CPO

may rely on the information provided herein. The Contractor warrants that the information contained herein is

true and correct. If the CPO determines that any information prided herein is false, incomplete, or incorrect,

the CPO mav terminate the Contract.

Signature

Nicolas E. Medica

Name (Type or Print)

Chief Compliance Oflicer 02/1 9/2018

Title Date

Affiliates

January 1, 2018

l4&&kki+'"M'"'!~<PN~Z~~.:""'>>>f'y'.:l'-".~l,"aaiSSiffm<gg>+>~g.'.~A'-'-':<':alt,~@II 01-0962009 jACS@Xerox LLC

Conduent HR Consulting, LLC

04-284683004-310406

Conduent Heritage, LLC

National Abandoned Property Processing Corporation

04-3609848 . duent HR Services, LLC

06-1692503 'onduent Education Solutions, LLC

11-3272674 I ConduentTradeOne Marketing, Inc.

13-1996647 Conduent State Ik Local Solutions, Inc.

13-3954297;-4098332 !

-4230412,

'13!13

Conduent HR Consulting, LLC

ntellinex LLC

Conduent Health Administration, Inc,

13-4248335!!20-2053866I 20-2185976'20-2435723i 23-2154345i23-2690323

Conduent Public Health Solutions, Inc.

',Conduent Performance Improvement Solutions, Inc.

Conduent Human Resource Services, LLC

'Conduent Securities, LLC

Conduent Government Systems, LLC

Pharm/Dur, Inc.

j26-1319561 i Conduent Healthcare Data Management, Inc.

',26-2030617 'Conduent Wireless Data Services (Operations),inc.

,26 2418032,Conduent Workers Compensation Holdings, Inc. "'""!'26-4612347 'SG Services LLC

Conduent WDS Global-Texas, Inc27-2030488'7-3235840 'onduent Health Assessments, LLC

Conduent Health Assessment Enterprises, LLC!27-325596430-0484431 'Conduent Healthy Communities Corporation

32-0293031 Conduent Business Services, LLC

33-0803325IConduent Bill Review Corporation

33-0894977 Conduent Workers Compensation, LLC

35-2212350 Conduent Defense, LLC

36-4129784,Conduent Payment Integdty Solutions, Inc.

,39-1677922 'Conduent Care and I2uality Solutions, Inc.

i 41-1994690 .'travelexperts, LLC

52-2299520 Conduent Credit Balance Solutions, LLC

i 57-1227791 Conduent Middle East, Inc.

158-1417067 Conduent Transport Solutions, Inc.

F 58-2363205 Digital Information Systems Company, LLC.F58-2435142 Conduent Lending, Inc.

58-2479287 Conduent State Healthcare, LLC

59-3159126 Conduent Care Solutions, LLC!59-3236696 'CONDUENT HEALTHCARE KNOWLEDGE SOLUTIONS, INC

61-1429059 Conduent Global, Inc.

'61-1429060 Conduent EDI Solutions, inc.

64-0394095 CONDUENT IMAGE SOLUTIONS, INC.

,74-2884791 . Conduent Business Process Optimization Services, Inc.

752179860 Conduent Enterprise Solutions, LLC

75-2511535 Conduent Government Records Services, Inc.

75-2555415 Conduent Securities Services, Inc

Page 1of 2

Affiliates

January 1,2018

duent BPO Services, Inc.75-257475-2716~75-2751324

'uent Title Records Corporation

Conduent Care Management, Inc.

ConduentTMC,inc.i75-2765

84-1258~84-1366329 E

IConduent Federal Solutions, LLC86-1131395

Conduent Unclaimed Property Systems, Inc.

ducatlon Sales and Marketing, LLC

Conduent HR Consulting, LLC

'87-047660

90-0064975Conduent Commercial Solutions, LLC

Conduent Education Loan Services, LLC

nduent Wireless Data Services North America, Inc.[91-1976403,Co93-0964177i95-2501112

Conduent Customer Care Solutions, Inc.

Conduent Education Services, LLC

Page 2 of 2

Contract ¹ 1725-16365

EXHIBIT 7

Economic Disclosure Forms Including Signature Page

CONTRACT ¹:1725-16365

COOK COUNTYECONOMIC DISCLOSURE STATEMENT

AND EXECUTION DOCUMENTINDEX

Section Description Pages

Instructions for Completion of EDS EOSI-ii

CertiTications

Economic and Other Disclosures, Affidavi of Child

Support Obligations, Disdosure of Ownership Interestand Familial Relationship Disclosure Form

Cook County Affidavit for Wage Theft Ordinance

EDS 1—2

EDS 3 —12

EDS 13-14

Contract and EDS Execution Page

Cook County Signature Page

EDS 15-17

EDS 18

CONTRACT ¹:1725-16365

SECTION 1INSTRUCTIONS FOR COMPLETION OF

ECONOMIC DISCLOSURE STATEMENT AND EXECUTION DOCUMENT

This Economic Disclosure Statement and Execution Document ("EDS") is to be completed and executedby every Bidder on a County contract, every Proposer responding to a Request for Proposals, and everyRespondent responding to a Request for Qualifiicatlons, and others as required by the Chief ProcurementOfficer. The execution of the EDS shall serve as the execution of a contract awarded by the County. TheChief Procurement Officer reserves the right to request that the Bidder or Proposer, or Respondentprovide an updated EDS on an annual basis.

Definitions. Terms used in this EDS and not otherwise defined herein shall have the meanings given tosuch terms in the Instructions to Bidders, General Conditions, Request for Proposals, Request forQualificatlons, as applicable.

Affiliate means a person that directly or indirectly through one or more intermediaries, Controls isControlled by, or is under common Control with the Person specified.

Applicant means a person who executes this EDS.

Bidder means any person who submits a Bid.

Code means the Code of Ordinances, Cook County, fllinois available on municode.corn.

Contract shall include any written document to make Procurements by or on behalf ofCook County.

Contractor or Contracting Party means a person that enters into a Contract with theCounty.

Control means the unfettered authority to directly or indirectly manage governance,administration, work, and all other aspects of a business.

EDS means this complete Economic Disclosure Statement and Execution Document,Including all sections listed in the index and any attachments.

Joint Venture means an association of two or mors Persons proposing to perform a for-profit business enterprise. Joint Ventures must have an agreement in writing specifyingthe terms and conditions of the relationship between the partners and their relationshipand respective responsibility for the Contract

Lobby or lobbying means to, for compensation, attempt to influence a County officia orCounty employee with respect to any County matter.

Lobbyist means any person who lobbies.

Person or Persons means any individual, corporation, partnership, Joint Venture, trust,association, Limited Liability Company, sole proprietorship or other legal entity.

Prohibited Acts means any of the actions or occurrences which form the basis fordisqualification under the Code, or under the Certifications hereinafter set forth.

Proposal means a response to an RFP.

Proposer means a person submitting a Proposal.

Response means response to an RFQ.

Respondent means a person responding to an RFQ.

RFP means a Request for Proposals issued pursuant to this Procurement Code.

RFQ means a Request for Qualifications issued to obtain the qualifications of interested parties.

EDS-i

CONTRACT ¹:1 725-18365

INSTRUCTIONS FOR COMPLETION OFECONOMIC DISCLOSURE STATEMENT AND EXECUTION DOCUMENT

Section 1:Instructions. Section 1 sets forth the instructions for completing and executing this EDS.Section 2: Certlfications. Section 2 sets forth certifications that are required for contracting parbes underthe Code and other applicable laws. Execution of this EDS constitutes a warranty that all the statementsand certiffications contained, and all the facts stated, in the Certifications are true, correct and complete asof the date of execution.

Section 3: Economic and Other Disclosures Statement. Section 3 is the County's required Economicand Other Disclosures Statement form. Execution of this EDS constitutes a warranty that all theinformation provided in the EDS is true, correct and complete as of the date of execution, and binds theApplicant to the warranties, representations, agreements and acknowledgements contained therein.

Required Updates. The Applicant is required to keep all information provided in this EDS current andaccurate. In the event of any change in the information provided, including but not limited to any changewhich would render inaccurate or incomplete any certification or statement made In this EDS, theApplicant shall supplement this EDS up to the time the County takes action, by filing an amended EDS orsuch other documentation as is required.

Additional Information. The County's Governmental Ethics and Campaign Financing Ordinancesimpose certain dubes and obligations on persons or entities seeking County contracts, work, business, ortransactions, and the Applicant is expected to comply fully with these ordinances. For further informationplease contact the Director of Ethics at (312) 603-4304 (69 W. Washington St. Suite 3040, Chicago, IL80602) or visit the web-site at cookcountyil.gov/ethics-board-of.

Authorized Signers of Contract and EDS Execution Page. If the Applicant is a corporation, thePresident and Secretary must execute the EDS. In the event that this EDS is executed by someone otherthan the President, attach hereto a certified copy of that section of the Corporate By-Laws or otherauthorization by the Corporation, satisfactory to the County that permits the person to execute EDS forsaid corporation. If the corporation is not registered in the State of illinois, a copy of the Certificate ofGood Standing from the state of incorporation must be submitted with this Signature Page.If the Applicant is a partnership or joint venture, all partners or joint venturers must execute the EDS,unless one partner or joint venture has been authorized to sign for the partnership or joint venture, inwhich case, the partnership agreement, resolution or evidence of such authority satisfactory to the Officeof the Chief Procurement Officer must be submitted with this Signature Page.If the Applicant is a member-managed LLC all members must execute the EDS, unless otherwiseprovided in the operating agreement, resolution or other corporate documents. If the Applicant is amanager-managed LLC, the manager(s) must execute the EDS. The Applicant must attach either acertified copy of the operating agreement, resolution or other authorization, satisfactory to the County,demonstrating such person has the authority to execute the EDS on behalf of the LLC. If the LLC is notregistered in the State of illinois, a copy of a current Certificate of Good Standing from the state ofincorporation must be submitted with this Signature Page.If the Applicant is a Sole Proprietorship, the sole proprietor must execute the EDS.A "Partnership" "Joint Venture" or "Sole Proprietorship" operating under an Assumed Name must beregistered with the illinois county in which it is located, as provided in 805 ILCS 405 (2012), anddocumentation evidencing registration must be submitted with the EDS.

Effective October 1, 2016 all foreign corporations and LLCs must be registered with the illinoisSecretary of State's Office unless a statutory exemption applies to the applicant. Applicants who areexempt from registering must provide a wditten statement explaining why they are exempt fromregisteding as a foreign entity with the Illinois Secretary of State's Office.

EDS-li

CONTRACT B: 1725-16365

SECTION 2

CERTIFICATIONS

THE FOLLOWING CERTIFICATIONS ARE MADE PURSUANT TO STATE LAW AND THE CODE. THE APPLICANT IS CAUTIONEDTO CAREFULLY READ THESE CERTIFICATIONS PRIOR TO SIGNING THE SIGNATURE PAGE. SIGNING THE SIGNATUREPAGE SHALL CONSTITUTE A WARRANTY BY THE APPLICANT THAT ALL THE STATEMENTS, CERTIFICATIONS ANDINFORMATION SET FORTH WITHIN THESE CERTIFICATIONS ARE TRUE, COMPLETE AND CORRECT AS OF THE DATE THESIGNATURE PAGE IS SIGNED. THE APPLICANT IS NOTIFIED THAT IF THE COUNTY LEARNS THAT ANY OF THEFOLLOWING CERTIFICATIONS WERE FALSELY MADE, THAT ANY CONTRACT ENTERED INTO WITH THE APPLICANT SHALLSE SUBJECT TO TERMINATION.

A. PERSONS AND ENTmES SUBJECT TO DISQUALIFICATION

No person or business entity shall be awarded a contract ar sub-contract, for a period of five (5) years fiam the date ofconvicfion or entry of a plea or admission of guilt, civil or criminal, if that person or business entity:

Has been convicted of an act committed, within the State of glinois, of bribery or attempting to bribe an officer oremployee of a unit of state, federal or local government or school district In the State af illinois in that office's oremployee's officlal capacity;

2) Has been convicted by federal, state or local government of an act af bid-rigging or attempting to rig bids as definedin the Sherman Anti-Trust Act and Clayton Act. Act. 15 U.S.C.Section 1 et seq 4

3) Has been convicted of bid-rigging or attempting to rig bids under the laws of federal, state or local government;

4) Has been convicted of an act committed, within the State, of price-fixing or attempting to fix prices as defined by theSherman Anti-Trust Act and the Clayton Act. 15 U.S.C.Section 1,el ssq 4

5) Has been convicted of price-fadng or attempting to fix prices under the laws the State;

6) Has been convicted af defrauding ar attempting ta defraud any unit of state or local government or school districtwithin the Slate of illinois;

7) Has made an admission of guilt of such conduct as set forth In subsections (1) through (6) above which admission isa matter of record, whether or not such person or business entity was sub)ect to prosecution for the offense oroffenses admitted to; or

8) Has entered a plea of nolo contendere to charge of bribery, price-fixing, bid-rigging, or fraud, as set forth in sub-paragraphs (1)through (6) above.

In the case of bribery or attempting to bribe, a business entity may not be awarded a contract if an ofFicial, agent or employeeof such business entity committed the Prohibited Act on behalf of the business entity and pursuant to the direction orauthorization of an otffcer, director or other responsible offlclsl of the business entity, end such Prohibited Act occurred within

three years prior to ths award of the contract. In addition, a business entity shall be disqualified if an owner, partner orshareholder controlling, direcfiy or indirectly, 20% or more of the business entity, ar an officsr of the business entity hasperformed any Prohibited Act within five years priior to the award of the Contract.

THE APPLICANT HEREBY CERTIFIES THAT: The Applicant has read the provisions of Section A, Persons and EntitiesSubject to DisqualiTicafion, that the Applicant has not committed any Prohibited Act se't forth in Section A, and that award ofths Contract to the Applicant would not violate the provisions of such Section or of ths Code.

BIO-RIGGING OR BID ROTATING

THE APPLICANT HEREBY CERTIFIES THAT: In accordance with 120 ILCS 5/33 E-ff, neither the Applicant nor anyAffiliated Entity is barred from award of this Contract as a result of a conviction far the violation of State laws prohibiting bid-

rigging or bid rotating.

DRUG FREE WORKPLACE ACT

THE APPLICANT HEREBY CERTIFIES THAT: The Applicant will provide a drug free workplace, as required by (30 ILCS 580l3).

EDS-1

CONTRACT tfi: 1725-16365

DELINQUENCY IN PAYMENT OF TAXES

THE APPLICANT HEREBY CERTIFIES THAT: The Applicant is not an owner or a party responsible for the payment of anytax or fee administered by Cook County, sucli as bar award of a contract or subcontract pursuant to the Code, Chapter 34,Section 34-171.

HUMAN RIGHTS ORDINANCE

No person who is a party to a contract with Cook County ("County" ) shall engage in unlawful discrimination or sexual harassmentagainst any individual in the terms or conditions of employment, credit, public accommodations, housing, or pnxrision of CountyfaciliTies, services or programs (Code Chapter 42, Section 42-30 et seq.).

ILUNOIS HUMAN RIGHTS ACT

THE APPLICANT HEREBY CERTIFIES THAT: It is in compliance with the illinois Human Rights Act (775 ILCS 5/2-105), andagrees to abide by the mquirements of the Act as part ofits contractual obligations.

INSPECTOR GENERAL (COOK COUNTY CODE, CHAPTER 34, SECTION 34-174 and Secfion 34-250)

The Applicant has not vrififully failed to cooperate In an investigation by the Cook County Independent Inspector General or toreport to the Independent Inspector General any and all information concerning conduct which they know to!nvolve corruption, orother criminal activity, by another county employee or oificial, which concerns his or her olfice of employment or County relatedtransacfion.

The Applicant has reported directly and without any undue delay any suspected or known fraudulent activity in the County'sProcurement process to the Office of the Cook County Inspector General.

CAMPAIGN CONTRIBUTIONS (COOK COUNTY CODE, CHAPTER 2, SECTION 2485)

THE APPLICANT CERTIFIES THAT: It has read and shafi comply with the Cook County's Ordinance concerning campaigncontributions, which is codified at Chapter 2, Division 2, Subdivision II, Section 585, and can be read in its entiretyat www.municode.corn.

GIFT BAN, (COOK COUNTY CODE, CHAPTER 2, SECTION 24)74)

THE APPLICANT CERTIFIES THAT: It has read and shall comply with the Cook County's Ordinance concerning receiving andsoliciting gifts and favors, which is codified at Chapter 2, Division 2, Subdivision II, Section 574, and can be read in its entiretyat www.rnunicode.corn.

LIVING WAGE ORDINANCE PREFERENCE (COOK COUNTY CODE, CHAPTER 34, SECTION 34-180;

Unless expressly waived by the Cook County Board of Commissioners, the Cods requires that a living wage must be paid toindividuals employed by a Contractor which has a County Contract and by afi subcontractors of such Contractor under a CountyContract, throughout the duration of such County Contract The amount of such living wage is annually by the Chief FinancialOfficer of the County, and shall be posted on the Chief Procurement Officer's website.

The term "Contract" as used in Section 4, I, of this EDS, specifically excludes contracts with the following:

1) Not-For Profit Organizations (defined as a corporation having tax exempt status under Section 501(C)(3)of the UnitedState Internal Revenue Code and recognized under the Illinois State not-for -profit law);

2) Community Development Block Grants;

3) Cook County Works Department;

4) Sheriffs Work Alternative Program; and

5) Department of Correction inmates.

EDS-2

CONTRACT ¹:1725-16365

SECTION 3

REQUIRED DISCLOSURES

1. DISCLOSURE OF LOBBYIST CONTACTS

List all persons that have made lobbying contads on your behalf wilh respect to this contract:

Name

None

Address

2. LOCAL BUSINESS PREFERENCE STATEMENT (CODE, CHAPTER 34, SECTION 34-230)

Local business means a Person, including a foreign corporation authorised to transact business in illinois, having a bona fide

establishment located within the County at which it is transacting business on the date when a Bid is submitted to the County, and

which employs the majority of its regular, full-time work force within the County. A Joint Venture shall constitute a Local Business if oneor more Persons that qualify as a "Local Business" hold interests totaling over 50 percent in the Joint Venture, even if the Joint Venture

does not, at the time of the Bid submittal, have such a bona fide establishment within the County.

a) Is Applicant a "Local Business" as defined above?

Yetz

b) If yes, list business addresses within Cook County:

c) Does Applicant employ the majority of its regular full-time workforce within cook county?

Yes: No: Q

3. THE CHILD SUPPORT FNFORCEMEI4T ORDINANCE (CODE, CHAPTER 34, SECTION 34-172)

Every Applicant for a County Privilege shell be in full compliance with any child support order before such Applicant is entitled to receive orrenew a County Privilege. When delinquent child support exists, the County shall not issue or renew any County Privilege, and may

revoke sny Couniy Privilege.

All Applicants are required to review the Cook County Affidavi of Child Support Obligations attached to this EDS (EDS-5) andcomplete the Affidavit, based on ths instructions in the Affidavit.

EDS-3

CONTRACT ¹:1725-16365

4. REAL ESTATE OWNERSHIP DISCLOSURES.

The Applicant must indicate by checking the appmpriate provision below and providing all required information that either.

a) The following is a complete list of all real estate owned by the Applicant In Cook County:

PERMANENT INDEX NUMBER(S):

(ATTACH SHEET IF NECESSARY TO LIST ADDITIONAL INDEX

NUMBERS)

OR:

b) ~+The Applicant owns no real estate in Cook County.

5. EXCEPT/ONS TO CERTIFICATIONS OR DISCLOSURES.

if the Applicant is unable to cergl'y to any of the CerfBcations or any other statements contained in this EDS and not explained elsewhere in

this EDS, the Applicant must explain below:

None

If the letters, "NA", the word "None" or "No Response" appears above, or if the space is left blank, it will be conclusively presumed that the

Applicant cerfilled to all Certifications and other statements contained in this EDS.

EDS4

CONTRACT ¹:1725-16365

COOK COUNTY DISCLOSURE OF OWNERSHIP INTEREST STATENIENT

The Cook County Code of Ordinances (I2-610 ei seq.) requires that any Applicant for any County Acgon must disclose information

concerning ownership interests in the Applicant. This Disclosure of Ownership Interest Statement must be campleted with all

information current as of the date this Statement is signed. Furthermore, this Statement must be kept cunent, by filing an amendedStatement, until such time as the County Board or County Agency shall take action on the application. The informafion containedin this Statement will be maintained in a database and made available for public viewing. County reserves the right to requestadditional information to verify veracity of information containted in this statement

If you are asked to list names, but there are no applicable names to list, you must state NONE. An incomplete Statement will bereturned snd any sedan regarding this contract will be delayed. A fsiilure ta fully comply with the ordinance may result in the actiontaken by the County Board or County Agency being voided.

'Xpplicsnf'eans sny Entity or person making sn application to the County for any County Action.

"County Action means any action by a County Agency, a County Department, or the County Board regarding an ordinance orordinance amendment, a County Board approval, or other County agency approval, with respect to contracts, leases, or sale orpurchase of real estate.

"Person" "Entity or "Legal EnNy" means a sole proprletarshlp, corporation, partnership, association, business trust, estate, two ormore persons having a joint or common Interest, trustee of a land trust, other commercial or legal entity or any beneficiary arbeneficiaries thereof.

This Disclosure of Ownership Interest Statement must be submitted by:

1.An Applicant for County Action and

2. A Person that holds stock or a beneficial interest in the Applicant ~a is listed on ths Applicant's Statement (s "Holder" ) must file sStatement and complete ¹1 only under Ownership Interest Declaration.

Please print or type responses clearly and legibly. Add additional pages if needed, being careful to identify each portion of the form towhich each additional page refers.

This Statement is being made by the [ Q ] Applicant or [ ] Stock/Beneficial Interest Holder

This Statement ls an: [ g/'] Original Statementor [ ] Amended Statement

identifying Information:

Name Conduent HR Consulting, LLC

D/B/A:

Street Address 500 Plass Drive

Qty Secaucus

Phiine No .201.902.2706State:

Fax Number:

FEIN ¹Only: 13-3954297

Zip Code: 07096

Email aamn.shapira@canduent.corn

Cook County Business Registration Number:(Sole Proprietor, Joint Venture Partnership)

Corporate File Number (if applicable):

Farm of Legal Entity:

Sole Proprietor Q Partnership Corporation Q Trustee of Land Trust

Business Trust Estate 0 Association Q Joint Venture

v Other (describe) Limited Liability ComPany

EDS-6

CONTRACT Ifii 1725-16365

Ownership Interest Declaration:

List the name(s), address, and percent ownership of each Person having a legal or beneficial interest (including ownership) ofmore than five percent (5%) in the Applicant/Holder.

Name Address Percentage Interest in

Applicant/Holder

Conduent Business Services, LLC 100 Campus Dr., Suite 200, Florham Park, NJ 07932, 100%owner

If the interest of any Person listed in (1) above is held as an agent or agents, or s nominee or nominees, list the name andaddress of the pdincipal on whose behalf the interest is held.

Name of Agent/Nominee Name of Principal Principal's Address

Is the Applicant constmctively controlled by another person or Legal Entity? [ Q ]Yes [ j No

If yes, slate the name, address and pementage of beneficial interest of such person, and the relationship under which suchcontrol is being or may be exercised.

Name Address Percentage of RelationshipBenefiicial Interest

Conduent Inc. 100 Campus Dr., Suite 200, Florham Park, NJ 07932, 100% owned, Member of Conduent Business Services, LLC

Corporate Ofgcers, Members and Partners Information:

For afi corporations, list the names, addresses, snd terms for afi corporate officers. For afi limited liabiliiy companies, list the names,addresses for all members. For afi partnerships and joint ventures, list the names, addresses, for each partner or joint venture.

Name Address Tifie (specify title of Term of OfficeOffice, or whether manageror parlner/joint venture)

Conduent Business Services, LLC 100 Campus Dr., Suite 200, Florham Park, NJ 07932, Member

Declaration (check the applicable box):

I stats under oath that the Applicant has withheld no disclosure ss to ownership interest in ths Applicant nor reservedm(sny information, data or plan as to the intended use or purpose for which the Applicant seeks County Board or other County

Agency action.

'Q I state under oath that Ihe Holder has withheld no disclosure as to ownership interest nor reserved any information required tobe disclosed.

EDS-7

CONTRACT ¹:1725-16365

COOK COUNTY DISCLOSURE OF OWNERSHIP INTEREST STATEMENT SIGNATURE PAGE

Nicolas E. Medina Chief Compliance OfficerName of Authsfrtzed Applicant/Holder R~sse+ttve (please print or type) Title

11/09/2017Signature Date

nicolas.medina@conduent.corn 212-330-1011E-mail address Phone Number

Subscribed lo and sworn before msthis 9th dayof Ncveml,20ty.

Stsy SchstsMy commission expires: Nstsryissts&.sssieefNsw Vms

Qmffsf isNsssmfcsstsNss 01SC000II

Ccmmissics rcsmcs Dcccmbcr 2, 20 tg

Notary Public Signature Notary Seal

EDS-8

COND VENT

Conduent HR Consulting, LLC

420 Lexington AvenueSuite 2220New York, NY 10170

November 8, 2017

Cook County Chief Procurement Officer118 North Clark Street. Room 1018Chicago, lliinois 60602

Re: CONTRACT NO. 1725-16365Applicant Disclosures

Dear Chief Procurement Officer:

This letter is to confirm that Nicolas E. Medina is the Chief Compliance Officer forConduent HR Consulting, LLC. As such, Mr. Medina is authorized to disclose andcertify required information on behaff of Conduent HR Consulting, LLC pursuant to itsinternal processes.

Please let me know if you need further information.

CONTRACT ¹:1725-16365

Ownership Interest Declaration:

List the name(s), address, and percent ownership of each Person having a legal or beneficial interest (including ownership) ofmore than five percent (5%) in the Applicant/Holder.

Name Address Percentage Interest in

Applicant/Holder

Conduent incorporated, 100 Campus Dr., Suite 200, Florham Park, NJ 07932, 100% owner of Conduent Business Services, LLC

If the interest of any Person listed in (1) above is held as an agent or agents, or a nominee or nominees, list the name andaddress of the pnncipal on whose behalf the interest is held.

Name of Agent/Nominee Name of Principal Principal's Address

Is the Applicant constructively controlled by another person or Legal Entity? [ ] Yes [ ~srr ] No

If yes, state the name, address and percentage of beneficial interest of such person, and the relationship under which suchcontrol is being or may be exercised.

Name Address Percentage ofBeneficlal Interest

Relationship

Corporate Officers, Members and Partners Information:

For afi corporations, list the names, addresses, and terms for all corporate officers. For afi limited liability companies, list the names,addresses for all members. For all partnerships and joint ventures, list the names, addresses, for each partner or joint venture.

Name

See attached

Address Title (specify title ofOffice, or whether manageror partner/joint venture)

Term of Office

Declaration (check the applicable box):

Q I state under oath that the Applicant has withheld no disclosure as to ownership interest in the Applicant nor reservedany information, data or plan as to the intended use or purpose for which the Applicant seeks County Board or other County

Agency action.

0 I state under oath that the Holder has withheld no disdosure as to ownership interest nor reserved any information required tobe disclosed.

EDS-7

CONTRACT ¹:1725-16365

COOK COUNTY OISCLOSURE OF OtttfNERSHIP INTEREST STATEMENT SIGNATURE PAGE

Nicolas E. Medina Compliance ManagerName of Auth 'd ApplicantlHolder presentative (please print or type) Tide

C. M ~ 11/09/2017Signature Date

nicolas.medina@conduent.corn 212-330-1011E-mail address Phone Number

Subscribed to and swum before msthis 9th

itsy Schsrs

My commission expires: ~~'SbotcoCN~YMOssbdioaomm Comcy.No. OIKbaui4$

Commimioo Expire Dcccmbcr 2, 20 Ig

NB vptcli mii Notary Seal

10-K I cocduoot-123116xlgxk.htm 10-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20649

FORII 10-K

(Mark One)

EI ANNUAL REPORT PURSUANT TO SECTION 13 OR 15((I) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31,2016

Cl TRANSITION REPORT PURSUANT TO SECTION 13OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: to:

Commission File Number 001-37617

CONDUENT INCORPORATED(Exact Nams of Rsgislrant as specified Io its chartsr)

New York(Stats of irxxxporatton)

100 Campus DriveFlorham Park, New Jersey 07932

IAddrsss of princips( executive offices)

61-2963623(IRS Employer tdsotificstlch No.)

(973)261-7100Insglsbants telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each sxchsngs on which registered

Common Stock, $0.01 par value New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

Nona

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yss Cl No IZ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yas 0 No 00

Indicate by check mark whether the registrant (I) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file

such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes Dx No 0Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every

interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months

(or for such shorter period that the registrant was required to submit and post such files). Yes 00 No Cl

PART III

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information regarding directors is incorporated herein by reference to the section entitled "Proposal 1 - Election of Directors inour definitive Proxy Statement (2017 Proxy Statement) to be filed pursuant to Regulation 14A of the Securities Exchange Act of1934, as amended, for our Annual Meeting of Stockholders to be held on May 25, 2017.The Proxy Statement will be filed within120 days after the end of our fiscal year ended December 31, 2016.The information regarding compliance with Section 16(a) of the Securities and Exchange Act of 1934 is incorporated herein byreference to the section entitled "Section 16(a) Beneficial Ownership Reporting Compliance" of our 2017 Proxy Statement.The information regarding the Audit Committee, its members and the Audit Committee financial experts is incorporated byreference herein from the subsection entitled "Committee Functions, Membership and Meetings" in the section entitled "Proposal1 - Election of Directors" In our 2017 Proxy Statement.

We have adopted a code of ethics applicable to our principal executive officer, principal financial officer and principal accountingoflicer. The Finance Code of Conduct can be found on our website at: http: //www.conduent.corn/investor and then clicking onCorporate Governance. Information concerning our Finance Code of Conduct can be found under "Corporate Governance" in our2017 definitive Proxy Statement and is incorporated here by reference.

Executive Officers of Conduent

The following is a list of the executive officers of Conduent, their current ages, their present positions and the year appointed totheir present posiTions.

Each officer is elected to hold office until the meeting of the Board of Directors held on the day of the next annual meeting ofshareholders, subject to the provisions of the By-Laws.

Name

David Amoriell

Jay Chu

Jeffrey Frledel

James Michael Peffer

Ashok Vemuri*

Brian J.Webb-Welsh

60

52

55

48

Present Position

Executive Vice President & President, Public SectorVice President & Chief Accounting Officer

Executive Vice President & Chief People ONcer

Executive Vice President, General Counsel & SecretaryChief Executive Officer

41 Executive Vice President & Chief Financial Oiffcsr

Year Appointedto PresentPosition

2017

2017

2017

2017

2017

2017

ConduentOfficer Since

20172017

2017

2017

2017

2017Member of Conduent Board of Directom

Each officer named above, with ths exception of the following, has been an officer or an executive of Conduent or its subsidiariesfor at least the past five years.

Mr. Amoriell served as the chief operating officer of the Public Sector for Business Group for Xerox Services. He was named tothis position in June 2014 and appointed a corporate vice president of Xerox in February 2012. Prior to that, Amoriell was the chiefoperating officer for the Government & Transportation Sector (GTS).

Mr. Chu has served as Senior Vice President and Chief Accountant for Xerox Services since 2013. In this role, Mr. Chu isresponsible for Xerox Services'ccounting, internal controls, contract accounting support and international statutory accounting.Since joining Xerox Corporation in 1984, Mr. Chu has held various positions including Director Field Accounting and InternalControls, Developing Markets Chief Financial Officer, Chief Financial Officer of Xerox Brazil, Controller of Xerox Canada and avariety of accounting, financing, marketing and sales roles.

Prior to joining Conduent, Mr. Friedel served as Vice President and Head of the Office of Integrity and Compliance at Infosys, aglobal leader in technology services and consulting, where he oversaw SEC compliance, internal investigations, code of conduct,whistleblowsr, anti-briibery and export regulations. Friedel has also previously

Conduent inc. 2016 Annual Report 101

served as Senior Vice President and General Counsel at IGATE, an IT services and business process outsourcing company which

was acquired by CapGemini.

Mr. Peffer has served as Vice President, General Counsel and Secretary for Xerox Corporation from August 2016 to December

2016. Prior to this role, Mr. Peffer served as Associate General Counsel of Xerox Corporation and Executive Vice President ofXerox Business Services, LLC. since 2010. Prior to 2010, Mr. Peffer was Senior Vice President and Deputy General Counsel ofACS from 2007 until 2009.

Mr. Vemuri served as Chief Executive Officer of Xerox Business Services, LLC and an Execuffve Vice President of XeroxCorporation since July 2016. Mr. Vemuri previously was President, Chief Executive Officer and a member of the Board ofDirectors of IGATE Corporation. Prior to IGATE, Mr. Vemuri spent 14 years at Infosys Limited, a multinational consulting and IT

services company, in a variety of leadership and business development roles.

Mr. Webb-Walsh has served as the Chief Financial Officer of Xerox Services since January 2016. Prior to this role, Mr. Webb-

Walsh was Senior Vice President of Finance for the Government Healthcare Group and the Platform Development and SystemsIntegration Group. Mr. Webb-Walsh joined Xerox Corporation in 1997 and has held a variety of leadership positions.

CONTRACT ¹:1725-16365

COOK COUNTY BOARD OF ETHICS69 W. WASH1NGTON STREET, SUITE 3040

CHICAGO, ILLINOIS 60602312/603-4304 Office 312/603-9988 Fax

FAMILIAL RELATIONSHIP DISCLOSURE PROVISION

Neuotism Disclosure Reauirement:

Doing a significant amount of business with the County requires that you disclose to the Board ofEthics the existence of any familialrelationships with any County employee or any person holding elective oifice in the State of Illinois, the County, or in anymunicipality within the County. The Ethics Ordinance defines a significant amount of business for the purpose of this disclosurerequirement as more than $25,000 in aggregate County leases, contracts, purchases or sales in any calendar year.

If you are unsure of whether the business you do with the County or a County agency will cross this threshold, err on the side ofcaution by completing the attached familial disclosure form because, among other potential penalfies, any person found guilty offailing to make a required disclosure or knowingly filing a false, misleading, or incomplete disclosure will be prohibited from doing

any business with the County for a period of three years. The required disclosure should be filed with the Board of Ethics by Ianuaty1 of each calendar year in which you are doing business with the County and again with each bid/proposaVquotation to do businesswith Cook County. The Board of Ethics may assess a late filing fee of $100per day afier an initial 30-day grace period.

The person that is doing business with the County must disclose his or her familial relationships. If the person on the County lease orcontract or purchasing fiom or selling to the County is a business entity, then the business entity must disclose the familial

relationships of the individuals who are and, during the year prior to doing business with the County, were:

~ its board of directors,~ its officers,~ its employees or independent contractors responsible for the general admmistration of the entity,~ its agents authorized to execute documents on behalf of the entity, and~ its employees who directly engage or engaged in doing work with the County on behalf of the entity.

Do not hesitate to contact the Board of Ethics at (312) 603-4304 for assistance in deterinining the scope of any required familial

relationship disclosure.

Additional Defmitions:

"Familial relationship" means a person who is a spouse, domestic partner or civil union partner of a County employee or State,County or municipal official, or any person who is related to such an employee or official, whether by blood, mamage or adoption, asrc

DparentD Child

C7 Brother

Q Sister

O Aunt

O UncleEINieccONephew

CI GrandparentCI Grandchild

C3Father in-lsw

H Mothesin-law

CI Sonin law

DDaughterin-lawCIBrotherinqawC3 Sister-in-law

CI Stepfather

C3 Stepmother

CI Stepson

CI Stepdaughter

D Stepbrother

D Stepsister

D Halfbrother

D Halfsister

609-9

CONTRACT IE 1725-16365

COOK COUNTY BOARD OF ETHICSFAMILIAL RELATIONSHIP DISCLOSURE FORM

PERSON DOING OR SEEKING TO DO BUSINESS WITH THE COUNTY

Name ofPerson Doing Business with the County:

Address ofPerson Doing Business with the County:

Conduent HR Consulting, LLC

500 Plaza Drive, Secaucus, NJ 07096

Phone number ofPerson Doing Business with the County:201.902.2706

Email address ofPerson Doing Business with the County:aaron.shapiro@conduent.corn

If Person Doing Business with the County is a Business Entity, provide the name, title and contact information for theindividual completing this disclosure on behalf of the Person Doing Business with the County:

Nicolas E. Medina, Chief Compliance Officer, Conduent HR Consulting, LLC,420 Lexington Ave, Suite 2220, New York, NY 10170-2220, Tel 212-330-1011

DESCRIPTION OF BUSINESS WITH THE COUNTYAppend additional pages as needed and for each County lease, contract, purchase or sale sought and/or obtainedduri ng the calendar year of this disclosure far the proceeding calendar year ifdisclosure is made on January /),identify:

The lease number, contract number, purchase order number, request for proposal number and/or request for qualificationnumber associated with the business you are doing or seeking to do with the County: f»>f««

The aggregate dollar value of the business you are doing or seehng to do with the County: $ «s«

The name, title and contact information for the County official(s) or employee(s) involved in negotiating the business you aredoing Or Seeking tO do With the Cofmtln uafmlua wfaa carmamnayuaatur cfflua uf the csul prauuramaul osfaar cook county alt 422 yeas

The name, title and contact information for the County official(s) or employee(s) involved in managing the business you aredoing or seeldng to do with the County:

Ammar u. au f4, Acting chief Fiaaaaal oncar, cook c au Ply Bureau uf Finance, p.312Sa.4428, amm ar riaiu 0uuaauaualyfl ya

C. DISCLOSURE OF FAMILIAL RELATIONSHIPS WITH COUNTY EMPLOYEES OR STATE. COUNTY ORMUNICIPAL ELECTED OFFICIALS

Check the box that applies and provide related information where needed

The Person Doing Business with the County is an individual and there is no familial relationship between this individualand any Cook County employee or any person holding elective office in the State of Illinois, Cook County, or anymunicipality within Cook County.

The Person Doing Business with the County is a business entity and there is no familial relationship between any memberof this business entity's board of directors, officers, persons responsible for general administmtion of the business entity,agents authorized to execute documents on behalf of the business entity or employees directly engaged in contractual workwith the County on behalf of the business entity, and any Cook County employee or any person holding elective office in theState of Illinois, Cook County, or any municipality within Cook County.

EDS-10

CONTRACT ¹:1725-16365

COOK COUNTY BOARD OF ETHICSFAMILIAL RELATIONSHIP DISCLOSURE FORM

i| The Person Doing Business with the County is an individual and there is a famiTial relationship between this individualand at least one Cook County employee and/or a person or persons holding elective office in the State of Ilffnois, CookCounty, and/or any municipality within Cook County. The fandlial relationships are as fellows:

Name of Individual Doing Name ofRctated Couuty Title and Position of Related Nature ofFamilialBusiness with the County Employee or Stab:, County or County Employee or State, County Rehaionship*

Municipal Elected Official or Municipal Elected Olffcisl

Ifmore space is needed, attach an additional sheet following the aboveformat.

The Person Doing Business with the County is a business entity and there is a familial relationship between at least onemember of this busiums entity's board ofdirectors, officers, persons responsible for general administrarion of the businessentity, agents authorized to execute documents on behalf of the business entity and/or employees directly engaged incontractual work with the County on behalf of the business entity, on the one hand, and at least one Cook County employeeand/or a person holding elective office in the State of Illinois, Cook County, and/or any municipality within Cook County, onthe other. The familial relationships are as follows:

Name of Member ofBoardofDirector for BusinessEntity Doing Business withthe County

Name of Related County Title and Position ofRelated Nature ofFamilial

Employee or State, County or County Employee or State, County Relationship*

Municipal Elected Officisl or Municipal Elected Otffciai

Name ofOfficer for Business Name ofRelated County Title and Position ofRelatedEntity Doing Business with Employee or State, County or County Employee or State, Countythe County Municipal Elected Otffciat or Mmucipal Elected Otffciat

Nature ofFamilialRelationship

EDS-11

CONTRACT ¹:1725-16365

Name of Person Responsiblefor the GeneralAdministration of theBusiness Entity DoingBusiness with the County

Name ofRelated County Title and Fosition ofRelatedEmployee or State, County or County Employee or State, CountyMunicipal Elected OKciat or Municipal Elected OtKcial

Nature of FamilialRelationship

Name of Agent Authonzedto Execute Documents forBusiness Entity DoingBusiness with the County

Name ofRelated County Title and Position ofRelatedEmployee or State, County or County Employee or State, CountyMuaicipal Elected Ofgcial or Municipal Elected Otgcial

Nature of FamilialRelationship*

Name of Employee ofBusiness Entity DirectlyEngaged in Doing Businesswith the County

Name ofRelated County Title aud Position ofRelated Nature of FamilialEmployee or State, County or County Employee or State, County Relationship*Municipal Elected Otgcial or Municipal Elected Offtcial

Ifmore space is needed, attach an additional sheet following the aboveformat

VERIFICATION: To the best of my knowledge, the information I have provided on this disclosure form is accurate and complete. Iacknowledge that an inaccurate or inc~oplete +inclosure is punishable by law, including but not limited to Bnes and debarment.

1 1/9/201 7Signature ofRecipient Date

SUBMIT COMPLETED FORM TO: Cook County Board ofEthics69 West Washington Street, Suite 3040, Chicago, Illinois 60602OfEce (312) 603-4304 —Fax (312) 603-9988CookCounty.Ethics@coakcountyihgov

Spouse, domestic partner, civil union partner or parent, child, sibling, aunt, uncle, niece, nephew, grandparent or grandchildby blood, marriage (i.e. in laws and step relations) or adoption.

CONTRACT ¹:1725-16365

SECTION 4

COOK COUNTY AFFIDAVIT FOR WAGE THEFT ORDINANCE

Effective May 1, 2015, every Person, includino Substsndsl Owners, seeking s Contract with Cook County must comply with the Cook County Wage TheltOrdinance set forth In Chapter 34, Arffcle IV, Section 170. Any PersoniSubstantlal Owner, who falls to comply with Cook County Wage Theft Ordinance,msy request that the Chief Procurement Office grant s reduction or waiver in accordance with Section 34-178(d).

"Contract'eans any written document to make Procurements by or on behalf of Cook Couniy.

"Person" means any individual, cotpomtion, partnership, Joint Venture, trust, association, limited liability company, sole proprietcrship or other legal enfity.

"Procuremenl" means obtaining supplies, equipment, goods, or services of any kind.

"Substantial owner mesne any person or persons who own or hold s twenty-five percent (25%) cr more percentage of Interest In any business entityseeking a County Privilege, Including those shareholders, general or limited partners, beneffclarles and principals; except where s business entity is anindividual or sole proprietorship, Substantial Owner means that Individual or sole proprietor.

All Persons/Substantial Owners are required to complete this affidavit and comply with the Cook County Wage Theft Ordinance before any Contract isawarded. Signature cf this form constitutes s certiffcafion ths information provided below is conect snd complete, and that the individual(s) signing this formhas/hsve personal knowledge of such information. County reserves the right to request additional information to verify veracity of informationcontained in this Affidavit.

I. Contract Information:

Contract Number. 1725-16365

County Using Agency (requesffng Procurement):

II. PersonlSubstantial Owner Informadon:

Office of Chief Procurement Officer

Person (Corporate Entity Name):

Substantial Owner Complete Name:

FEIN¹ 13-3954297

Conduent HR Consumng, LLC

Conduent Business Services, LLC

E-mail address: saran.aha pi ra@cond uent.corn

CONDUENT, 500 Plaza Drive, Secaucus, NJ 07096Street Address:

Secaucus 6 NJCity: State:

Home Phone:

III. Compliance with Wage Laws:

Zip: 07096

Within the past five years has the Person/Substantial Owner, in any judicial or administrative proceeding, been convicted of, entered aplea, made an admission of guilt or liability, or had an administraffve finding made for committing a repeated or willful violation of any ofthe fallowing laws:

No illinois Wage Payment snd Collection Act, 820 ILCS 115/1 et seq.,

No illinois Minimum Wage Act, 820 ILCS 105/1 et ssq.,

Nc illinois Worker Adjustment and Retraining Notification Act, 820 lLCS 55/1 etseq.,

No Employee Classification Act, 820 ILCS 185/1 et seq.,

No Fair Labor Standards Act of 1938, 29 U.S.C. 201, et seq.,

No Any comparable state statute or regufaffon of any state, which governs the payment of n ages

If the Person/Substantial Owner answered "Yes" to any of the questions above, it is ineligible to enter into a Contract with CookCounty, but can request a reduction or waiver under Section IV.

EDS-13

CONTRACT ¹:1725-15365

IV. Request for Waiver or Reduction

If Person/Substantial Owner answered "Yes" to any of the questions above, it may request a reduction or waiver inacsxsrdance with Secbon 34-179(d), provided that the request for reduction of waiver is made on the basis of one or more ofthe following actions that have taken place:

No There hes been e bone fide change in ownership or Control of the ineligible Person or Substantial Owner

No Discfplinsry action has been taken against the individual(s) responsible for the eels giving rise to the violsfion

Nc Remedial action hss been taken to pnsvent a recurrence of the eels giving rise to the dlsqualificsflon or default

No Other factors that the Person or Substantial Owner believe are relevant.

The Person/Substantial Owner must submit documentation to sunoost the basis of its rsouest for a reduction or waiver. The ChiefProcurement Officer reserves the rloht to make additional lnoulrles end rsouest additional documentelion.

V

esse Sctaau

Numsy Public. Stoic et'Ncw York

t)aNMmitsssm Cossstcks OISSIN4142

commission Issriscs Dcccmbcr 2 20 I 'e

AffirmatioThe Person/Substantial Owner affirms that all st~ggttt contained in the Aflidavit are true, accurate and complete.

te. 1 1/09/201 7

Name of pemon signing (print) NiCOlae E Medina Title, Chief CONPlianCe Officer

ribed and sworn to before m s day of N ave mber ,2o17

N)ltary lruu)ic S nature Notary SealNote: The above lnformstio is subJect verfffcatfon prtor to the sward of the Contract.

EDS-14

CONTRACT ¹: 'l726-16365

SECTION 4

COOK COUNTY AFFIDAVIT FOR WAGE THEFT ORDINANCE

Effective Mey 1, 2015, every Person, inc/udina Substantial Owners, seeking a Contract with Cook County must comply with the Cook County Wage TheftOrdinance sst rorth In Chapter 34, Article IV, Section 179. Any Person/Substantial Owner, who fails to comply with Cook County Wage Theft Ordinance,may request ihat the Chief Procurement Officer grant a reduction or waiver in accordance with Section 34-179(d).

'ContrsC" means any written document to make Procurements by or on behalf of Cook County.

"Person" means any individual, corporation, partnership, Joint Venture, trust, association, limited Ssbility company, sole propnetorship or other legal entity.

"Procursmen!" means obtaining supplies, equipment, goods, or services of any kind.

"Subs/antis/ Owned means any person or persons who own or hold a twenty-five percent (25'4) or more percentage of interest in any business entityseeking a County Privilege, including those shareholders, general or limited partners, beneficiaries and principa/s; except where s business entity is anindividual or sole proprietorship, Substantial Owner means that individual or sole proprietor.

All Persons/Substantial Owners are required to complete this affidavit and comply with the Gook County Wage Theft Ordinance before any Contract isawarded. Signature of fhis form constitufes a certificadon the information provided below is correct snd complete, and that the individual(s) signing this formhes/have personal knowledge of such information. County reserves the right to request additional information to verify veracity of infonaaboncontained in this Affidavit.

I, Contract Information:

Contract Number. 1725-16365

County Using Agency (requesting Procurement):

II. Person/Substantial Owner Information:

Office of Chief Procurement Officer

Person (Corporate Entity Name):

Substantial Owner Complete Name:

Conduent Business Services, LLC

Conduent Incorporated

FEIN¹ 32-0293031

nicolas.medina@conduent.corn

s„„««m„.100 Campus Dr., Suite 200

City: Florhem Park st t, 2jp 07932

Home Phone:

III. Compliance with Wage Laws:

alternate 212430-1011

Within the past five years has the Person/Substantial Owner, in any judicial or administrative proceeding, been convicted of, entered aplea, made an admission of guilt or liability, or had an administrative finding made for committing a repeated or willful violation of any ofthe followmg laws:

No Illinois Wage Payment end Collection Act, 820 ILCS 115/1 et ssq.,

Nc Illinois Minimum Wage Act, 820 ILCS 105/1 et seq.,

No II/inois Worker Adjustment and Retraining Notification Act, 820 ILGS 65/1 ef seq.,

No Employee C/assification Act, 820 ILCS 185/1 et seq.,

No Fair Labor Standards Act of 1938, 29 U.S.C. 201, et seq.,

No Any ccmparah/e slate s/a/0/e or regulation of any state, which governs the payment 0/wages

If the Person/Substantial Owner answered n/es" to any of the questions above, it is inehgible to enter into a Contract with CookCounty, but can request a reduction or waiver under Section IV.

EDS-13

CONTRACT ¹:1725-16365

IV. Request for Waiver or Reduction

If Person/Substantial Owner answered "Yss" to any of the questions above, it may request a reducbon or waiver inaccordance with Section 34-179(d), provided that the request for reduction of waiver ls made on ths basis of one or more ofths following actions that have taken place:

Nc There hss been s bona fide change in ownership or Control of the Ineligible Person or Substantial Owner

No Disciplinary action has been taken against the individual(s) responsible for the acts giving rise to the violation

Nc Remedial ection hss been taken to prevent a recurrence of the acts giving rise to the dlsqusliTicstion or default

Nc Other factors that the Person or Substantial Owner believe are relevant.

The Person/Substantial Owner must sulimlt documentation to suooort the basis of Its rscuest for s reduction or waiver. The ChiefProcurement Oificer reserves the rioht to make additional inouirles and recuest additional documentation.

V. AffirmationThe PersonlSubstanfial Owner affirms that ag statem ts tained in the Afiidavlt are true, accurate and complete.

te.,1 1/09/201 7

Name oi person signing (Print): NiCOlaS E Medina Title Chief Compliance Officem

9bscribsd and sworn to b re me tHis9th 4 y f November 29 17

I

x~ Notary Prtfbtlc Signature

Nosey Public. Scarc cl'Ncw YorkNate: The above inforthpetksrfls subject to verlffcetlon prior to the award of the contract. Sdsdb plwsrcnrsrp pic pittasupfCcmrairxica rxpircr Dcccaacr 2 20 I$

EDS-14

CONTRACT S. 1725 16365

SECTION 6

CONTRACT AND EDS EXECUTION PAGEPLEASE EXECUTE THREE ORIGINAL COPIES

The Applicant hereby certifies and wanants that all of the statements, certificstions and representations set forth in this EDS srs true,complete and correct; that the Applicant ls In full compliance and will continue to be in compliance throughout the term of the Contract orCounty Privilege bsued to ths Applicant with all the policies and requirements set forth In this EDS; snd that all facts and Informationprovided by the Applicant in this EDS are true, complete and correcL The Applicant agrees to inform the Chief Procurement Officer inwriting if any of such statements, certifications, representations, faxds or informafion becomes or is found to be untrue, incomplete orincorrect during the term of the Contract or County Privilege.

Execution by Corporation

Corporation's Name President's Printed Name and Signature

Telephone Email

Secretary Signature Date

Conduent HR Consulting, LLC

LLC Name

11/09/2017

Date

Execution by LLC

Nicolas E Medina

*Member/Manager Printsd Name and Signature

212-330-1011nicolas.medina@conduent.corn

Telephone and Email

Execution by Partnership/Joint Venture

Partnership/Joint Venture Name *Partner/Joint Venturer Printed Name and Signature

Date Telephone and Email

Execution by Sole Proprietorship

Priinted Name and Signature Date

Telephone

Subscribed and sworn to before me this9 dsy of November 20 17

Email

Roy SchoixNosey Public. Stoic ofNcw Yorkgs0094in Nsssss Cemry.xn 0IK498II45

Cemmissicn Expires Dmoebcs 2, 20 I SOI

My commission expires:

Notary Public Signkture Notary Seal

EDS-17

SECTION 5

COOK COUNTY SIGNATURE PAGE

ON BEHALF OF THE COUNTY OF COOK, A BODY POLITIC AND CORPORATE OF THE STATE OF ILLINOIS, THISCONTRACT IS HEREBY EXECUTED BY:~ 'F'IL

COOK COUNTY CHIEF PROCUREMENT OFFICER

DATED AT CHICAGO, ILLINOIS THIS 8~ DAY OF

APPROVED AS TO FORM:

NA

ASSISTANT STATES ATTORNEY(Required on contracts over $1,000,000.00)

CONTRACT TERM & AMOUNT

1725-16365CONTRACT ¹

March 28. 2018 to March 27. 2019ORIGINAL CONTRACT TERM

$1 35.000.00CONTRACT AMOUNT

Two (2l one (1) vear renewal optionsRENEWAL OPTIONS (If Applicable)

NA

COOK COUNTY BOARD APPROVAL DATE (If Applicable)

EDS-1 March)2017