HomeMy WebLinkAboutA7016 - NEOGOVNEOGOV"
NEOGOV SERVICES AGREEMENT NSA-v010119
You agree that by placing an order through a NEOGOV standard ordering document (the "Order" or "Ordering Document") you
agree to follow and be bound by the terms and conditions set forth herein. "Governmentjobs.com", "NEOGOV", "we", and "our"
means Governmentjobs.com, Inc.(dba "NEOGOV") and, where applicable, its affiliates; "Customer", "you", "your" means the
Governmentjobs.com client, customer or subscriber identified in the Ordering Document. If you are placing such an Order on
behalf of a legal entity, you represent that you have the authority to bind such entity to the terms and conditions of the Ordering
Document and these terms and, in such event, "you" and "your" as used in these agreement terms shall refer to such entity.
"Agreement" shall be used to collectively refer to this NEOGOV Services Agreement NSA-v0101 19 (the "Services Agreement"),
documents incorporated herein including the applicable Ordering Document and Schedule(s), and Special Conditions (if any).
Provision of Services. Subject to the terms of this Agreement NEOGOV hereby agrees to provide Customer with, and/or
access its Cloud Services and Supplemental Services included or ordered by Customer in the applicable Ordering Document
(collectively referred to as the "Services'). Customer hereby acknowledges and agrees that NEOGOV's provision and
performance of, and Customer's access to, the Services is dependent and conditioned upon Customer's full performance of its
duties, obligations and responsibilities hereunder. This Agreement entered into as of the date of your signature on an applicable
Ordering Document ("the "Effective Date"). The Agreement supersedes any prior and contemporaneous discussions,
agreements or representations and warranties.
2. Cloud Service License Grant.
a) Cloud License. "Cloud Services" means the proprietary NEOGOV web -based products and services that may be set forth
on an Order and subsequently made available by NEOGOV, and associated ofiline components as described in the
Service Specifications made available to Customer by NEOGOV in connection with the provision of Cloud Services.
Subject to and conditioned on Customer's and its Authorized Users' compliance with the terms and conditions of this
Agreement, NEOGOV hereby grants to Customer a limited, non-exclusive, non -transferable, and non-sublicensable
license to (a) access and use, and to permit Authorized Users to access and use, the Cloud Services specified in the Order
solely for Customer's internal purposes; (b) generate, print, copy, upload, download, store and otherwise process all
Customer Data as may result from any access to or use of the Cloud Services; and (c) train Authorized Users in uses of
the Cloud Services permitted hereunder. "Authorized Users" means (i) Customer employees, and (ii) Customer agents,
contractors, consultants, and their respective employees, all of which are pre -approved by NEOGOV.
b) Delivery and License Term. NEOGOV delivers the Cloud Services by providing Customer with online access. When
you access NEOGOV Cloud Services, you are accepting it for use in accordance with this Agreement. Unless otherwise
specified in inapplicable Ordering Document, Cloud Service license(s) shall commence onthe Effective Date and remain
in effect for twelve (12) consecutive months, unless terminated earlier in accordance with this Agreement (the "Initial
Term"). Thereafter, Cloud Service license(s) shall automatically renew for successive twelve (12) month terms (each a
"Renewal Term" and together with the Initial Term, collectively, the "Term") unless a party delivers to the other party,
at least thirty (30) days prior to the expiration of the Initial Term or the applicable Renewal Term, written notice of such
parry's intention to not renew this Agreement, or unless terminated earlier in accordance with this Agreement. NEOGOV
shall provide Customer access to the Cloud Services within a reasonable time following the Effective Date unless
otherwise agreed.
c) Content License. Should Customer purchase access to Cloud Services containing audio-visual content ("Licensed
Content"), NEOGOV grants to Customer a non-exclusive, non -transferable, and non-sublicensable license, during the
applicable Term, for Authorized Users to access and view the Licensed Content. Customer shall not permit the Licensed
Content to be, or appear to be, reproduced, performed, displayed, or distributed on, as part of or in connection with any
website or other online area other than the NEOGOV Cloud Service. Customer shall not edit, alter, modify, combine
with other content, or create any derivative works of the Licensed Content.
d) Program Documentation. Program Documentation shall mean all user guides, training and implementation material, and
Service descriptions provided by NEOGOV to Customer in connection with the Services. NEOGOV hereby grants to
Customer a non-exclusive, non-sublicensable, non -transferable license to use the Program Documentation during the
Term solely for Customer's internal business purposes in connection with its use of the Services.
e) Prohibited Access. You may not access the Cloud Services if you are a direct competitor of NEOGOV or its affiliates.
In addition, you may not access the Cloud Services for purposes of monitoring their availability, performance, or
functionality, or for any other benchmarking or competitive purposes.
3. Supplemental Services. "Supplemental Services" shall mean professional consulting services purchased by Customer in an
applicable Ordering Document or NEOGOV Scope of Work (SOW) relating to assistance, training, deployment, usage,
customizations, accessory data processing, and best practices of and concerning the Cloud Services, Integrations, and
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Upgrades. NEOGOV shall provide the Supplemental Services purchased in the applicable Order Form or SOW, as the case
may be. Supplemental Services may be ordered by Customer pursuant to a SOW and Service Specifications describing the
work to be performed, fees and any applicable milestones, dependencies and other technical specifications or related
information. Each SOW must be signed by both parties before NEOGOV shall commence work under such SOW. If the
parties do not execute a separate Statement of Work, the Services shall be provided as stated on the Order Form and this
Agreement and documents incorporated herein shall control.
4. E-Signatures.
a) E-Signature Provisioning & Consent. NEOGOV E-Forms and other electronically signed services ("E-Signatures") are
provided by NEOGOV for two counterparties (generally a government employer (the "sending parry") subscribing to
NEOGOV Services and Personnel or lob Seekers) to electronically sign documents. If you use E-Signatures offered by
NEOGOV, you agree to the statements set forth in this Section. Whenever you sign a document using E-Signatures you
affirmatively consent to using electronic signatures via the E-Signatures and consent to conducting electronic business
transactions. You also confirm that you are able to access the E-Signatures and the document you are signing
electronically. When using E-Signatures for a document, your consent applies only to the matter(s) covered by that
particular document.
b) Right to Opt -Out of E-Signatures. You are not required to use E-Signatures or accept electronic documents provided
thereby. Personnel and Job Seekers can choose to not use E-Signatures and may sign the document manually instead by
notifying the sending party they are choosing to do so and by obtaining a non -electronic copy of the document. NEOOGV
assumes no responsibility for providing non -electronic documents. In the event a non -sending party elects to sign the
document manually, do not use E-Signatures to sign the document.
c) Electronic Download. If you have signed a document electronically using E-Signatures and transmitted it back to the
sending party, NEOGOV provides the opportunity to download and print a paper copy of the document at no charge. If
you later withdrawn your consent to using E-Signatures, please notify the sending party and stop using E-Signatures.
Note that the decision to stop using E-Signatures after you have already used it does not change the legality of the
documents you have previously signed using an electronic signature.
d) E-Signature Validity, PLEASE NOTE THATNEOGOV'S STATEMENTS CONTAINED HEREIN OR ELSEWHERE
CONCERNING THE VALIDITY OF ELECTRONIC DOCUMENTS AND/OR THE SIGNATURE LINES OF
DOCUMENTS THAT ARE ELECTRONICALLY SIGNED ARE FOR INFORMATIONAL PURPOSES ONLY;
THEY SHOULD NOT BE CONSTRUED AS LEGAL ADVICE. UNDER FEDERAL AND STATE LAWS
GOVERNING ELECTRONIC SIGNATURES, ELECTRONIC SIGNATURES ON CERTAIN TYPES OF
AGREEMENTS ARE NOT ENFORCEABLE. NEOGOV HEREBY DISCLAIMS ANY RESPONSIBILITY FOR
ENSURING THAT DOCUMENTS ELECTRONICALLY SIGNED THROUGH E-SIGNATURE'S ARE VALID OR
ENFORCEABLE UNDER THE LAWS OF THE UNITED STATES OF AMERICA, ANY PARTICULAR STATE,
OR ANY OTHER LEGAL JURISDICTION. YOU SHOULD CONSULT WITH LEGAL COUNSEL CONCERNING
THE VALIDITY OR ENFORCEABILITY OF ANY DOCUMENT YOU MAY SIGN ELECTRONICALLY USING
NEOGOV'$ E-SIGNATURE'S.
5. Relay of Content. NEOGOV relays content including but not limited to resumes, cover letters, applications, messages,
questionnaire answers, responses, offer letters and other materials. You acknowledge that you are asking NEOGOV to send
this content on your behalf. We process, monitor, review, store and analyze such content for data analysis, quality control,
enforcement of the Terms of Use, security, content moderation, and to improve the Cloud Services. As a result, or due to
technical malfunction, in certain circumstances such content may be delayed or may not be delivered to the intended recipient.
NEOGOV may notify you in such an event.
6. Text Message Communications. NEOGOV may offer Job Seekers and Personnel the opportunity to receive text messages
regarding job application or hiring process reminders, applicant status updates, or other human resource related notices. Since
these text message services depend on the functionality of third -party providers, there may be technical delays on the part of
those providers. NEOGOV may make commercially reasonable efforts to provide alerts in a timely manner with accurate
information, but cannot guarantee the delivery, timeliness, or accuracy of the content of any alert. NEOGOV shall not be liable
for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions
taken or not taken by you or any third party in reliance on an alert. NEOGOV cannot vouch for the technical capabilities of
any third parties to receive such text messages. NEOGOV MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY
KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION
SERVICES; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION
SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT
ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.
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Service Specifications. "Service Specifications" means the following documents, as applicable to the Services under your
Order: Program Documentation, Service Level Warranties, Malicious Traffic, Terms of Use, Security and Incident Response
statements, Retention, Cookie and Privacy Policy. The Service Specifications describe and govern the Services. Online Service
Specifications may be made available at https://www.neogov.com/service-specifications or provided upon Customer request.
All applicable Service Specifications are incorporated into this Agreement. During the Term, NEOGOV may update the
Service Specifications to reflect changes in, among other things, laws, regulations, rules, technology, industry practices,
patterns of system use, Updates and Upgrades, and availability of third -party services. NEOGOV retains the right to modify
or amend the Service Specifications at any time by making an updated version available online or providing Customer an
updated version.
8. Segmentation. The purchase of any Service is separate from any other order for any other Service. Customer may purchase
certain Services independently of other Services. Your obligation to pay for any Service is not contingent on performance of
any other Service or delivery of any other Service.
Customer Compliance. Customer shall be responsible for ensuring that Customer's use of the Services and the performance
of Customer's other obligations hereunder comply with all applicable rules, regulations, laws, code and ordinances. Customer
is responsible for Customer's information technology infrastructure, including computers, software, databases, electronic
systems (including database management systems), and networks, whether operated directly by Customer or through the use
of third -party services equipment and facilities required to access the Services. Customer shall be responsible for procuring
all licenses of third -party software necessary for Customer's use of the Services. Customer is responsible and liable for all
uses of the Services, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. All
users of the Services are obligated to abide by the Terms of Use available at t https:r'r'www. neoaov.com/terms-of-use. Customer
shall take reasonable efforts to make all users, whether Authorize or unauthorized, aware of this Agreement's provisions as
applicable to such user's use of the Services and shall cause users to comply with such provisions.
10. Maintenance, Modifications and Support Services.
a) Maintenance. NEOGOV maintains NEOGOV's hardware and software infrastructure for the Services and is responsible
for maintaining the NEOGOV server operation, software delivery, NEOGOV database security, and integrity of
Customer Data stored in the NEOGOV database. Preventive system maintenance is conducted by NEOGOV from time
to time and is addressed in a variety of methods including scalable architecture and infrastructure, log checking,
performance maintenance, and other preventative tasks.
b) Modifications, Updates, and Upgrades. NEOGOV may in its sole discretion, periodically modify, Update, and Upgrade
the features, components and functionality of the Services during the Term. "Update" means any update, bug fix, patch
or correction of the Services or underlying NEOGOV software that NEOGOV makes generally available to its customers
of the same module, excluding Upgrades. Updates are automatic and available upon Customer's next login to the Services
following an Update at no additional cost to Customer. "Upgrade" means any update of the Services or underlying
NEOGOV software such as platform updates, and major product enhancements and/or new features that NEOGOV
makes commercially available. NEOGOV shall have no obligation to provide Upgrades to customers and retains the right
to offer Upgrades free of cost or on a per customer basis at additional cost. NEOGOV shall have no liability for, or any
obligations to, investments in, or modifications to Customer's hardware, systems or other software which may be
necessary to use or access the Services due to a modification, Update, or Upgrade of the Services.
c) Training Materials. Primary training of NEOGOV Services is conducted by self -review of online materials. NEOGOV's
pre -built, online training, consists of a series of tutorials to introduce the standard features and functions (the "Training
Materials"). The Training Materials may be used as reference material by Customer Personnel conducting day-to-day
activities.
d) Implementation. For Services requiring implementation, NEOGOV implementation supplements the Training Materials
and is conducted off -site, unless otherwise agreed in the Ordering Document. NEOGOV personnel will provide dedicated
consultation on best practices for setting up the Services, answer Customer questions during the implementation period,
and ensure Personnel grasp the system.
e) Support. Phone support for the Services is available to Customer between the hours of 6:OOAM and 6:OOPM, Pacific
Time, Monday through Friday, excluding NEOGOV holidays. Online support for the Services is available 24 hours a
day, seven days a week. The length of time for a resolution of any problem is fully dependent on the type of case (i.e.,
High/Medium/Low priority, question, enhancement request).
f) Limitations. Unless otherwise specified in the Ordering Document, this Agreement does not obligate NEOGOV to render
any maintenance or support services that are not expressly provided herein, including, but not limited to data uploads,
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manual data entry, migration services, data conversion, refinement, purification, reformatting, SQL dump, or process
consultation.
11. Data Processing and Privacy.
a) Customer Data. "Customer Data" shall mean all data that is owned or developed by Customer, whether provided to
NEOGOV by Customer or provided by a third party to NEOGOV in connection with NEOGOV's provision of Services
to Customer, including Personnel or Job Seeker Profile Data collected, loaded into, or located in, Customer data files
maintained by NEOGOV. NEOGOV intellectual property, including but not limited to the Services and all derivative
works thereof, NEOGOV Confidential Information, and Platform Data do not fall within the meaning of the term
"Customer Data". Customer exclusively own all right, title and interest in and to all Customer Data. Customer grants
NEOGOV a license to host, use, process, display and transmit Customer Data to provide the Services.
b) Platform Data. "Platform Data" shall mean any data reflecting the access or use of the Services by or on behalf of
Customer or any Authorized User, including any end user visit, session, impression, clickthrough or click stream data,
non -personal Usage Data, Account, Log, Device, Publication, Tracking, and Transaction Data as defined in NEOGOV's
Privacy Policy, and any statistical or other analysis, information, or data based on or derived from any of the foregoing.
NEOGOV shall exclusively own all right, title and interest in and to all Platform Data. NEOGOV grants to Customer a
limited, non -perpetual, non-exclusive, non -transferable, and non-sublicensable license during the Term to use and access,
and to permit Authorized Users to use and access, Platform Data of which NEOGOV makes available through the web -
based software Services solely for Customer's internal purposes.
c) Privacy. NEOGOV shall process all data in accord with the NEOGOV Privacy Policy available at
httosJ/www.neo¢ov.cominrivacy-nolicy. The defined terms in the NEOGOV Privacy Policy shall have the same
meaning in this Agreement unless otherwise specified herein.
d) Data Responsibilities. NEOGOV will have no responsibility or liability for the accuracy of the Customer Data prior to
receipt of such data into the Services. Customer shall be solely responsible for, and shall comply with all applicable laws
and regulations relating to (i) the accuracy and completeness of all information input, submit, or uploaded to the Services,
(ii) the privacy of users of the Services, including, without limitation, providing appropriate notices to and obtaining
appropriate consents from any individuals to whom Customer Data relates; and (iii) the collection, use, modification,
alteration, extraction, retention, copying, storage, security, disclosure, transfer, disposal, and other processing of any
Customer Data inside and outside the Services (including any personally identifiable information), and (iv) Customer
database(s). NEOGOV is not responsible for lost data caused by the action or inaction of Customer or Authorized Users.
NEOGOV recommends Customer backup their Customer Data outside the Services if necessary. Unless vital to provide
the Services or otherwise mutually agreed in writing, Customer shall not maintain any health, payment card or similarly
sensitive data that imposes specific data security or data protection obligations within the Services.
e) Service Usage. NEOGOV may set forth Fees for designated levels of usage and data storage (each a "Storage Quota"),
beginning with the Fees payable by Customer for the levels of usage and data storage in effect as of the Effective Date.
NEOGOV will use commercially reasonable efforts to notify Customer in writing if Customer has reached 80 percent of
its then current Storage Quota and Customer may increase its Storage Quota and corresponding Fee obligations in
accordance with NEOGOV's then current usage price tiers. Customer acknowledges that exceeding its then -current
Service Allocation may result in service degradation for Customer and other NEOGOV customers and agrees that (i)
NEOGOV has no obligation to permit Customer to exceed its then -current Storage Quota and (ii) Customer is not entitled
to any Service Level Credit for periods during which Customer exceeds its then -current Storage Quota, regardless of
whether the Services fail to meet any availability requirement during such period.
f) External Breach. In the event of a security breach, as defined by applicable law, by anyone other than your employee,
contractor or agent, upon discovery of such breach, NEOGOV will: (a) initiate remedial actions that are in compliance
with applicable law and consistent with industry standards; and (b) notify you of the security breach, its nature and scope,
the remedial actions NEOGOV will undertake as determined solely by NEOGOV.
g) Internal Breach. In the event of a security breach, as defined by applicable law, by your Personnel, Authorized, or
unauthorized user, contractor or agent, you shall have sole responsibility for initiating remedial actions and you shall
notify NEOGOV immediately of the breach and steps you will take to remedy the breach.
12. NEOGOV Intellectual Property. NEOGOV shall exclusively own all right, title and interest in and to all pre-existing and
future intellectual property developed or delivered byNEOGOV including all Services, products, systems, software (including
any source code or object code) or Service Specifications related thereto, Updates or Upgrades, trademarks, service marks,
logos and other distinctive brand features of NEOGOV and all proprietary rights embodied therein (collectively, the
"NEOGOV Intellectual Property"). This Agreement does not convey or transfer title or ownership of the NEOGOV
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Intellectual Property to Customer or any of its users. All rights not expressly granted herein are reserved by NEOGOV. Other
than recommendation use or as required by law, all use of NEOGOV Trademarks must be pre -approved by NEOGOV prior
to use. Trademarks shall include any word, name, symbol, color, designation or device or any combination thereof that
functions as a source identifier, including any trademark, trade dress, service mark, trade name, logo, design mark or domain
name, whether or not registered.
13. Trial and Beta Services. The following terms shall apply to the extent that Customer utilizes Trial Services. NEOGOV may
make services available which Customer may use for evaluation purposes only ("Trial Services"). Trial Services are for
evaluation purposes, are not supported, and may be subject to additional terms. Unless otherwise specified, Customer has
fifteen (15) days from obtaining access to the trial service to evaluate NEOGOV services (the "Evaluation Period"). If
Customer decides not to obtain a license for any service after the Evaluation Period, Customer will cease using such services.
Services licensed for evaluation purposes are provided "as is" and NEOGOV does not provide technical support or offer any
warranties for these services. Customer will not use the Trial Services for any purpose other than evaluating and testing such
services internally in connection with assessing whether Customer desires to enter into a license agreement with NEOGOV
for the proposed Service. This section does not provide a commercial license and Customer's use of the Trial Services after
the Evaluation Period is subject to the parties' entering into and executing a separate commercial license agreement. NEOGOV
has no obligation to provide support, maintenance, upgrades, modifications, professional services, data conversions, bulk
downloads, or new releases for Trial Services, nor does NEOGOV have any obligation to migrate data from the Trial Service
environment to a commercial Service. From time to time, NEOGOV may invite Customer to try services not generally
available to customers ("Beta Services") at no charge. You may accept or decline any such Beta Services in your sole
discretion. Beta Services will be designated as beta, limited release, developer preview, non -production, evaluation or by
similar description. Beta Services are not considered "Services" under this Agreement and may be subject to additional terms.
NEOGOV may discontinue Beta Services at any time in its sole discretion and may or may not make them generally available.
NEOGOV will have no liability for any harm or damage arising out of or in connection with a Beta Service.
14. Open APIs. The following terms supplement the terms and conditions set forth in this Services Agreement and shall apply to
the extent that Customer utilizes a system integration between the Services and an unaffiliated third -party service ("Customer
Application") integrated using NEOGOV's open API ("Open API").
a) Provision of Open API. In the event license fees or other payments are not due in exchange for the right to use and access
the Open API, you acknowledge and agree that this arrangement is made in consideration of the mutual covenants set
forth in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth
herein. Notwithstanding the foregoing, NEOGOV reserves the right to start charging for access to and use of the Open
API at any time.
b) API Key. In order to use and access the Open API, you must obtain an Open API key through the registration process.
Customer agrees to monitor Customer Applications for any activity that violates applicable laws, rules and regulation or
any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior.
This Agreement does not entitle Customer to any support for the Open API. You acknowledge that NEOGOV may update
or modify the Open API from time to time and at our sole discretion and may require you to obtain and use the most
recent version(s). You are required to make any such changes to Customer Applications that are required for integration
as a result of such Update at Customer sole cost and expense. Updates may adversely affect how Customer Applications
communicate with the Services.
c) Efficient Processing. You must use efficient programming, which will not cause an overwhelming number of requests to
be made in too short a period of time, as -determined solely by NEOGOV. If this occurs, NEOGOV reserves the right to
throttle your API connections, or suspend or terminate your access to the Open API.
d) Open API Limitations. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT
WILL NEOGOV BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT,
NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, LOST
PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF
BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND
ARISING OUT OF THE USE OR INABILITY TO USE THE OPEN API; OR ANY DAMAGES, IN THE
AGGREGATE, IN EXCESS OF FIFTY DOLLARS, EVEN IF NEOGOV HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE
FORESEEABLE OR NEOGOV WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU
MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE
YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.
e) Open API Termination. Notwithstanding the additional Termination rights herein, NEOGOV may immediately terminate
or suspend Customer access to Open APIs in our sole discretion at any time and for any reason, with or without notice
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or cause. In addition, your Open API license will terminate immediately and automatically without any notice if you
violate any of the terms and conditions of this Agreement.
15. Representations, Warranties and Disclaimers.
a) Service Performance Warranty. NEOGOV warrants that it will perform the Services in a manner consistent with industry
standards reasonably applicable to the performance thereof.
b) No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS WARRANTY SECTION,
THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND CUSTOMER'S USE OF THE SERVICES IS AT
ITS OWN RISK. NEOGOV DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS
AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND
ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NEOGOV
DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR -FREE, OR COMPLETELY
SECURE, OR THAT ANY ERROR WILL BE CORRECTED.
c) Disclaimer of Actions Caused by and/or Under the Control of Third Parties. NEOGOV DOES NOT AND CANNOT
CONTROL THE FLOW OF DATA TO OR FROM THE NEOGOV SYSTEM AND OTHER PORTIONS OF THE
INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES
PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD
PARTIES CAN IMPAIR OR DISRUPT CUSTOMER'S CONNECTIONS TO THE INTERNET (OR PORTIONS
THEREOF). ALTHOUGH NEOGOV WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL
ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, NEOGOV CANNOT
GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, NEOGOV DISCLAIMS ANY AND
ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.
d) Configurable Services. The Services can be used in ways that do not comply with applicable laws and it is Customer's
sole responsibility to monitor the use of the Services to ensure that such use complies with and is in accordance with
applicable law. In no event shall NEOGOV be responsible or liable for Customer failure to comply with applicable law
in connection with your use of the Services. NEOGOV is not responsible for any harm caused by users who were not
authorized to have access to the Services but who were able to gain access because usernames, passwords or accounts
were not terminated on a timely basis by Customer.
e) Services Do Not Constitute Advice or Credit Reporting. NEOGOV does not provide its customers with legal advice
regarding compliance, data privacy or other relevant applicable laws in the jurisdictions in which you use the Services.
YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES PROVIDED HEREUNDER ARE NOT INTENDED
TO BE AND WILL NOT BE RELIED UPON BY YOU AS EITHER LEGAL, FINANCIAL, INSURANCE OR TAX
ADVICE. TO THE EXTENT YOU REQUIRE ANY SUCH ADVICE, YOU REPRESENT THAT YOU WILL SEEK
SUCH ADVICE FROM QUALIFIED LEGAL, FINANCIAL, INSURANCE, ACCOUNTING OR OTHER
PROFESSIONALS. YOU SHOULD REVIEW APPLICABLE LAW IN ALL JURISDICTIONS WHERE YOU
OPERATE AND HAVE EMPLOYEES AND CONSULT EXPERIENCED COUNSEL FOR LEGAL ADVICE. YOU
ACKNOWLEDGE THAT NEOGOV IS NOT A "CONSUMER REPORTING AGENCY" AS THAT TERM IS
DEFINED IN THE FAIR CREDIT REPORTING ACT AS AMENDED.
f) No Control of HR Practices. You acknowledge that NEOGOV exercises no control over your specific human resource
practices implemented using the Service or your decisions as to employment, promotion, termination, or compensation
of any Personnel or Authorized User of the Service. You further agree and acknowledge that NEOGOV does not have a
direct relationship with your employees and that you are responsible for all contact, questions, Customer Data updates
and collection, with your employees. In addition, you are responsible forthe privacy (including your own privacy policies
governing your processing of Customer Data), collection, use, retention and processing of your Customer Data, and
providing any and all notices and information to your employees regarding the foregoing, in compliance with all
applicable laws. NEOGOV hereby disclaims all liability arising from your decisions and from harmful data or code
uploaded to the Service by you and/or your employees, contractors or agents.
16. Publicity. Each party hereto may advertise, disclose and publish its relationship with the other party under this Agreement.
17. Nondisclosure. Through exercise of each party's rights under this Agreement, each party may be exposed to the other party's
technical, financial, business, marketing, planning, and other information and data, in written, oral, electronic, magnetic,
photographic and/or other forms, including, but not limited to (a) oral and written communications of one party with the
officers and staff of the other party which are marked or identified as confidential or secret or similarly marked or identified,
(b) other communications which a reasonable person would recognize from the surrounding facts and circumstances to be
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confidential or secret and (c) trade secrets (collectively, "Confidential Information"). In recognition of the other party's need
to protect its legitimate business interests, each party hereby covenants and agrees that it shall regard and treat each item of
information or data constituting Confidential Information of the other party as strictly confidential and wholly owned by such
other party and that it will not, (x) without the express prior written consent of the other party (y) except as permitted or
authorized herein or (z) except as required by law including the Public Records Act of the Customer's State, redistribute,
market, publish, disclose or divulge to any other person, firm or entity, or use or modify for use, directly or indirectly in any
way for any person or entity: (i) any of the other party's Confidential Information during the Term and for a period of three
(3) years thereafter or, if later, from the last date Services (including any warranty work) are performed by the disclosing party
hereunder; and (ii) any of the other party's trade secrets at any time during which such information shall constitute a trade
secret under applicable law. In association with NEOGOV's concern for the protection of trade secrets, Confidential
Information, and fair market competition, Customer acknowledges all photos, "screen captures", videos, or related media of
NEOGOV products, pages, and related documentation shall be approved by NEOGOV prior to any publicly accessible
disclosure of such media.
18. Indemnification.
a) Indemnity. Subject to subsections (b) through (d) of this Section, if a third party makes a claim against Customer that
any NEOGOV intellectual property furnished by NEOGOV and used by Customer infringes a third party's intellectual
property rights, NEOGOV will defend the Customer against the claim and indemnify the Customer from the damages
and liabilities awarded by the court to the third -party claiming infringement or the settlement agreed to by NEOGOV, if
Customer does the following:
i. Notifies NEOGOV promptly in writing, not later than thirty (30) days after Customer receives notice of the claim
(or sooner if required by applicable law);
ii. Gives NEOGOV sole control of the defense and any settlement negotiations; and
iii. Gives NEOGOV the information, authority and assistance NEOGOV needs to defend against or settle the claim.
b) Alternative Resolution. If NEOGOV believes or it is determined that any of the Services may have violated a third party's
intellectual property rights, NEOGOV may choose to either modify the Services to be non -infringing or obtain a license
to allow for continued use, or if these alternatives are not commercially reasonable, NEOGOV may end the license for
the Services and refund a pro-rata portion of any fees covering the whole months that would have remained, absent such
early termination, following the effective date of such early termination.
c) No Duty to Indemnify. NEOGOV will not indemnify Customer if Customer alters the Service or Service Specifications,
or uses it outside the scope of use or if Customer uses a version of the Service or Service Specifications which has been
superseded, if the infringement claim could have been avoided by using an unaltered current version of the Services or
Service Specifications which was provided to Customer, or if the Customer continues to use the infringing material after
the end of the license to use expires. NEOGOV will not indemnify the Customer to the extent that an infringement claim
is based upon any information, design, specification, instruction, software, data, or material not furnished by NEOGOV.
NEOGOV will not indemnify Customer for any portion of an infringement claim that is based upon the combination of
Service or Service Specifications with any products or services not provided by NEOGOV. NEOGOV will not indemnify
Customer for infringement caused by Customer's actions against any third party if the Services as delivered to Customer
and used in accordance with the terms of the Agreement would not otherwise infringe any third -party intellectual property
rights. NEOGOV will not indemnify Customer for any intellectual property infringement claim(s) known to Customer at
the time license rights are obtained.
d) Exclusive Remedy. This Section provides the exclusive remedy for any intellectual property infringement claims or
damages against NEOGOV.
19. Limitations of Liability.
a) Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER
PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY OTHER PERSON OR ENTITY ARISING
OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CUSTOMER'S USE
OR, OR INABILITY TO USE, THE SERVICES, UNDER ANY CIRCUMSTANCE, CAUSE OF ACTION OR
THEORY OF LIABILITY, OR DUE TO ANY EVENT WHATSOEVER, FOR ANY CONSEQUENTIAL, INDIRECT,
INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION,
LOSS OF BUSINESS OPPORTUNITY OR PROFIT, LOSS OF USE, LOSS OF GOODWILL OR BUSINESS
STOPPAGE, EVEN IF A PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH
DAMAGES.
NSA-v010119 7
NEOGOV"
except those taxes imposed or based on NEOGOV's net income or those exempt by applicable state law. Customer shall
provide NEOGOV with a certificate or other evidence of such exemption with ten (10) days of NEOGOV's request therefor.
24. Cooperative Agreement. Subject to procurement law, it is understood and agreed by Customer and NEOGOV that any
government entity other than Customer (the "New Entity") may purchase the services specified herein in accordance with the
terms and conditions of this Agreement. It is also understood and agreed that each New Entity will establish its own contract
with NEOGOV, be invoiced therefrom and make its own payments to NEOGOV in accordance with the terms of the contract
established between the New Entity and NEOGOV. With respect to any purchases by a New Entity pursuant to this Section,
Customer: (i) shall not be construed as a dealer, re -marketer, representative, partner or agent of any type of NEOGOV, or such
New Entity; (ii) shall not be obligated, liable or responsible for any order made by New Entities or any employee thereof
under the agreement or for any payment required to be made with respect to such order; and (iii) shall not be obliged, liable
or responsible for any failure by any New Entity to comply with procedures or requirements of applicable law or to obtain the
due authorization and approval necessary to purchase under the agreement. Termination of this Agreement shall in no way
limit NEOGOV from soliciting, entering into, or continuing a contractual relationship with any New Entity.
25. Miscellaneous.
a) Authority. Each party represents and warrants to the other party that (i) it has full power and authority under all relevant
laws and regulations and is duly authorized to enter into this Agreement; and (ii) to its knowledge, the execution, delivery
and performance of this Agreement by such party does not conflict with any agreement, instrument or understanding,
oral or written, to which it is a party or by which it may be bound, nor violate any law or regulation of any court,
governmental body or administrative or other agency having jurisdiction over it.
b) Force Majeure. NEOGOV shall not be liable for any damages, costs, expenses or other consequences incurred by
Customer or by any other person or entity as a result of delay in or inability to deliver any Services due to circumstances
or events beyond NEOGOV's reasonable control, including, without limitation: (a) acts of God; (b) changes in or in the
interpretation of any law, rule, regulation or ordinance; (c) strikes, lockouts or other labor problems; (d) transportation
delays; (e) unavailability of supplies or materials; (f) fire or explosion; (g) riot, military action or usurped power; or (h)
actions or failures to act on the part of a governmental authority.
c) Assignment. Customer may not assign this Agreement without the express written approval of NEOGOV and any attempt
at assignment in violation of this Section shall be null and void.
d) Entire Agreement; Amendment. This Services Agreement, documents incorporated herein, the applicable Ordering
Document and Schedule(s), and Special Conditions (if any) constitute the entire agreement between the parties with
respect to the subject matter hereof and supersede all prior or contemporaneous oral and written statements of any kind
whatsoever made by the parties with respect to such subject matter. "Special Conditions" means individually negotiated
variations, amendments and/or additions to this Service Agreement of which are either drafted into the Ordering
Document, or incorporated into through reference in the Ordering Document. Any Customer proposal for additional or
different terms, or Customer attempt to vary in any degree any of the terms of this Agreement is hereby objected to and
rejected but such proposal shall not operate as a rejection of this Service Agreement and Ordering Document unless such
variances are in the terms of the description, quantity, or price but shall be deemed a material alteration thereof, and this
Service Agreement and the applicable Ordering Document shall be deemed accepted by the Customer without said
additional or different terms. It is expressly agreed that the terms of this Agreement and any NEOGOV Ordering
Document shall supersede the terms in any non-NEOGOV purchase order or other ordering document. Notwithstanding
the foregoing, any conflict of terms shall be resolved by giving priority in accordance with the following order: 1) Special
Conditions (if any), 2) NEOGOV Ordering Document, 3) NEOGOV Services Agreement NSA-010119, Service
Specifications, Schedules, and other incorporated documents, 4) Customer terms and conditions (if any). This Agreement
supersedes the terms and conditions of any clickthrough agreement associated with the Services. This Agreement may
not be modified or amended (and no rights hereunder may be waived) except through a written instrument signed by the
party to be bound.
e) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Customer's State of
residence, without giving effect to conflict of law rules.
f) Severability. If any provision of this Agreement is held to be illegal or unenforceable, such provision shall be limited or
eliminated to the minimum extent necessary so that the remainder of this Agreement will continue in full force and effect
and enforceable.
g) Independent Contractor; Third Party Agreements. The relationship of the parties shall be deemed to be that of an
independent contractor and nothing contained herein shall be deemed to constitute a partnership between or a joint
venture by the parties hereto or constitute either party the employee or agent of the other. Customer acknowledges that
NSA-v010119
NEOGOV"
b) Limitation. WITHOUT LIMITATION OF THE PREVIOUS SECTION, EXCEPT FOR DAMAGES ARISING OUT
OF LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED OR LIMITED, CUSTOMER'S OBLIGATIONS
TO MAKE PAYMENT UNDER THIS AGREEMENT, OR LIABILITY FOR INFRINGEMENT OR
MISAPPROPRIATION OF NEOGOV INTELLECTUAL PROPERTY RIGHTS, THE TOTAL LIABILITY OF
EITHER PARTY FOR ANY AND ALL CLAIMS AGAINST THE OTHER PARTY UNDER THIS AGREEMENT
SHALL NOT EXCEED THE AMOUNT OF ALL PAYMENTS ACTUALLY RECEIVED BY NEOGOV FROM
CUSTOMER DURING THE RELEVANT YEAR OF THIS AGREEMENT DURING WHICH THE CAUSE OF
ACTION AROSE, THE FOREGOING LIMITATION OF LIABILITY IS CUMULATIVE WITH ALL PAYMENTS
FOR CLAIMS OR DAMAGES IN CONNECTION WITH THIS AGREEMENT BEING AGGREGATED TO
DETERMINE SATISFACTION OF THE LIMIT, THE EXISTENCE OF ONE OR MORE CLANS WILL NOT
ENLARGE THE LIMIT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS LIMITATION OF
LIABILITY IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND
SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN
INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND
UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT AND HAS BEEN TAKEN INTO
ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY
UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.
c) Independent Allocations of Risk. Each provision of this Agreement that provides for a limitation of liability, disclaimer
of warranties, or exclusion of damages represents an agreed allocation of the risks of this Agreement between the Parties.
This allocation is reflected in the pricing offered by NEOGOV to Customer. Each of these provisions is severable and
independent of all other provisions of this Agreement.
20. Term and Termination.
a) Term. Unless otherwise specified in an applicable Ordering Document, this Agreement shall commence on the Effective
Date. This Agreement shall remain in effect until all Cloud Service licenses have expired and/or both parties have
achieved full performance of Supplemental Services or other services detailed in a SOW, unless it is terminated earlier
in accordance with this Agreement.
b) Termination for Cause. Either Party may terminate this Agreement immediately if the other is in material breach of this
Agreement and such breach is not cured within thirty (30) days following non -breaching party's written specification of
the breach. NEOGOV may suspend the Services or terminate this Agreement immediately in the event the Services or
Customer's use of the Services provided hereunder become illegal or contrary to any applicable law, rule, regulation, or
public policy.
c) Effect of Termination. Upon expiration or any termination of this Agreement, Customer shall cease all use and refrain
from all further use of the Services and other NEOGOV intellectual property. Additionally, Customer shall be obligated
to pay, as of the effective date of such expiration or termination, all amounts due and unpaid to NEOGOV under this
Agreement. Unless otherwise specified, after expiration or termination of this Agreement NEOGOV may remove
Customer Data from NEOGOV Services and without Customer consent or notice.
21. Payment Terms. Unless otherwise stated in an Ordering Document, Customer shall pay all Subscription and Supplemental
Service Fees (collectively, the "Fees") within thirty (30) days of Customer's receipt of NEOGOV's invoice. Fees shall be
invoiced annually in advance and in a single invoice for each Term. Invoices shall be delivered to the stated `Bill To" party
on the Ordering Document. Unless explicitly provided otherwise, once placed the Ordering Document is non -cancellable and
sums paid nonrefundable. Cloud Service Subscription Fees are based upon the Customer's employee count, and the amount
of Customer Data NEOGOV maintains in its systems for Customer. Customer shall not exceed the employee amount its Cloud
Service Subscription Fees are based off of unless applicable supplemental Cloud License Fees are paid. The Term for the
Services is a continuous and non -divisible commitment for the full duration regardless of any invoice schedule. If Customer
issues a purchase order, then it shall be for the full amount set forth in the applicable NEOGOV invoice or Ordering Document_
Failure to provide NEOGOV with a corresponding purchase order shall not relieve Customer of its payment obligations.
Except as otherwise specifically stated in the Ordering Document, NEOGOV may change the charges for the Services with
effect from the start of each Renewal Term by giving Customer at least thirty (30) day notice prior to commencement of a
Renewal Term.
22. Survival. Provisions that survive termination or expiration are those relating to limitation of liability, payment and others
which by their nature are intended to survive.
23. Taxes. Customer will pay all taxes, duties and levies imposed by all federal, state and local authorities (including, without
limitation, export, sales, use, excise, and value-added taxes) based on the transactions or payments under this Agreement,
NSA-0101 I9 8
NEOGOV"
A. Agreement and Applicable Modifications to the Agreement.
1. Agreement.
This Ordering Document is governed by the terms of NEOGOV Services Agreement NSA-v010119 as well as the Service
Specifications and applicable Schedules either attached hereto or available online at htips://www.neogov.com/service-
specifications. The defined terms in the Services Agreement, Service Specifications, and Schedules shall have the same
meaning in this Ordering Document unless otherwise specified herein.
2. Effectiveness & Modification. Neither Customer nor NEOGOV will be bound by this Ordering Document until it has
been signed by its authorized representative. This Order Form may not be modified or amended except through a written
instrument signed by the parties.
B. General Terms.
1. Summary of Fees. Listed above is a summary of Fees under this Order. Once placed, your order shall be non -cancelable
and the sums paid nonrefundable, except as provided in the Agreement.
2. The Effective Date. This Order is made and entered into as of the date of Customer signature on this Order Document
(the "Effective Date").
3. Cloud Service License(s) Start Date. July I, 2019.
4. Billing Frequency. Annual.
5. Order of Precedence. This Ordering Document shall take precedence in the event of direct conflict with the Services
Agreement or applicable Schedules.
6. Offer Validity. This order is valid for 30 days from the date of Customer receipt of this Ordering Document unless
extended by NEOGOV and shall become binding upon execution by Customer and acceptance by NEOGOV.
C. Special Conditions (if any).
I. Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate
against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status,
ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual
orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis").
Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to
any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement,
Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any
prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer;
recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training,
including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code
Section 7,09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting.
2. Price Lock. Cloud Service Subscription Fees shall not increase during the Initial Term. Thereafter, NEOGOV may increase
Cloud Service Subscription Fees up to 5% from the previous annual Term.
3. Pre -pay Discount. Should Customer pre -pay all Initial Term (36 month) Cloud Service Subscription Fees, Customer shall be
entitled to a 5% discount off the total Cloud Service Subscription Fees for such Initial Term.
NSA-v010119 12
NEOGOV TM
nothing in this Agreement gives Customer the right to bind or commit NEOGOV to any agreements with any third parties.
This Agreement is not for the benefit of any third party and shall not be deemed to give any right or remedy to any such
party whether referred to herein or not.
h) Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed to
have been duly given either when personally delivered, one (1) business day following delivery by recognized overnight
courier or electronic mail, or three (3) business days following deposit in the U.S. mail, registered or certified, postage
prepaid, return receipt requested. All such communications shall be sent to (i) Customer at the address set forth in the
Ordering Document and (ii) NEOGOV at 300 Continental Blvd., Suite 565, El Segundo, CA 90245.
Waiver. The waiver, express or implied, by either parry of any breach of this Agreement by the other party will not waive
any subsequent breach by such party of the same or a different kind.
j) Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original,
but all of which taken together shall constitute one and the same instrument. Delivery of a copy of this Agreement bearing
an original signature by facsimile transmission, by electronic mail or by any other electronic means will have the same
effect as physical delivery of the paper document bearing the original signature.
NSA-vO 10119 to
NEOGOV TM
IN WITNESS WHEREOF, the parties have caused this Order to be executed by their respective duly authorized officers as of the
date set forth below, and consent to the Agreement.
- - - — Customer
Entity
Name:
Signature:
Print
Name:
Date:
Signature:
Print
John Closs
J Name:
Controller
I pate:
4/6/2019
APPROVED BY CITY COUNCIL
x
1uc..(4ba."r
NSA-v010119 13
NEOGOV no
NEOGOV ORDERING FORM
Permitted FTE 450 Govemmenyobs.com, Inc (dba `NEOGOV")
300 Continental Blvd . Suite 565
El Segundo, CA 90245
accountmg&eogov com
Customer Information
Customer
Customer
Name:
Palm Springs, CA
Contact Name:
Kim Peacher
City of Palm Springs
Customer
Attn: Human Resources
Email
kim.peacher@palmspringsca.gov
Address:
3200 E. Tahquitz Canyon Way
Address:
Palm Springs, CA 92262
Annual Cloud Service Subscription Fees
Description of Subscriptions Initial Term (Months)
ecurrmg
Annual Fee
Insight Enterprise IN
GovernmentJobs.com (G]C)
Perform PE
E-Forms EF
36
$8,392.00
36
$1,560.00
36
$14,400.00
36
$8,882.00
Onboard ON
36
$7,541.00
Learn LE
36
$6,000.00
HRIS HRIS
36
$48,700.00
Fee Subtotal $95,475.00
Non -Recurring Supplemental Service Fees _
Description _Cloud Service
Setup and Implementation; Training IN
Setup and Implementation; Training
ON
Form Building
ON
Setup and Implementation; Training
PE
Setup and Implementation; Training
LE
Setup and Configuration
IG
Setup and Im2lementationjraining
CHR
$10,000.00
Setup and Im lementation• Training
PR
Setup and Implementation; Training
TA
Fee Subtotal
$10 000.00
Order Total
$105,475.00
NSA-010119 11
NEOGOV"
4. Compliance with Laws. Customer acknowledges that the HRIS Services may assist Customer in complying with applicable
laws and governmental regulations, and that Customer, and not NEOGOV, will be solely responsible for (i) compliance with
all laws and governmental regulations affecting it and (ii) any use Customer may make of HRIS Services to assist it in
complying with such laws and governmental regulations. Customer will not rely solely on its use of the HRIS Services in
complying with any laws or governmental regulations. NEOGOV Payroll Services may subject to the operating rules of
NACHA - The Electronic Payments Association ("NACHA").
5. Implementation; Add-Ons; and Configuration Limitation. Implementation of HRIS Services will proceed in accordance with
the implementation schedule provided by NEOGOV. Customer is obligated to fill out the "Implementation Workbook" to
facilitate the implementation process. During implementation, Customer shall elect optional add -on services that supplement
the Cloud Services (the "Add -On" Services). Customer shall have access to the HRIS Services during implementation. After
completion of implementation, any subsequent changes Customer requests to the configuration of the HRIS Services will be
charged at NEOGOV's then current benefits maintenance fees-
6. Intellectual Property. The right to use NEOGOV HRIS Services is granted to Customer for the sole purpose of utilizing HRIS
Services as provided in this Agreement. All HRIS Services licensed to Customer hereunder are the licensed and/or owned
property of NEOGOV and embody the proprietary trade secret technology of NEOGOV and/or its affiliated third -party
providers (if any) and are protected by copyright laws, international copyright treaties, as well as other intellectual property
laws. Customer receives no rights to any HRIS Services or any intellectual property of NEOGOV or its affiliated third -party
providers, except as expressly stated herein.
7. Nondisclosure and Privacy.
a) Confidentiality. All Confidential Information disclosed hereunder will remain the exclusive and confidential property of
the disclosing party. The receiving party will not disclose the Confidential Information of the disclosing party and will
use at least the same degree of care, discretion and diligence in protecting the Confidential Information of the disclosing
party as it uses with respect to its own Confidential Information. The receiving parry will limit access to Confidential
Information to its affiliates, employees and authorized representatives with a need to know and will instruct them to keep
such information confidential. Notwithstanding the foregoing, the receiving party may disclose Confidential Information
of the disclosing party (i) to the extent necessary to comply with any law, rule, regulation or ruling applicable to it, (ii)
as appropriate and with prior notice where practicable, to respond to any summons or subpoena or in connection with
any litigation, and (iii) relating to a specific employee, to the extent such employee has consented to its release. Upon the
request of the disclosing party, the receiving parry will return or destroy all Confidential Information of the disclosing
party that is in its possession. Notwithstanding the foregoing, NEOGOV may retain information as may be required by
applicable law for regulatory purposes or in back-up files, provided that NEOGOV's confidentiality obligations
hereunder continue to apply.
b) Protection of Customer Files and Transmission of Data. NEOGOV will employ commercially reasonable storage and
reasonable precautions to prevent the loss of or alteration to Customer's data files in NEOGOV's possession, but
NEOGOV does not undertake to guarantee against any such loss or alteration. NEOGOV is not, and will not be,
Customer's official record keeper. Customer will, to the extent it deems necessary, keep copies of all source documents
of the Customer Data delivered to NEOGOV. In the event Customer requests NEOGOV provide any employee or plan
participant information to any third parry or to any non-U.S. location, Customer represents that it has acquired any
consents or provided any notices required to transfer such content or information and that such transfer does not violate
any applicable international, federal, state or local laws and/or regulations.
c) Customer agrees that NEOGOV may disclose certain Customer Data to its affiliated third parties to the extent necessary
for NEOGOV to perform the services and to provide Customer and/or Customer's employees access to certain services.
8. Disclaimer of Warranties.
a) NEOGOV Not Fiduciary Advisor. Customer acknowledges that, in making HRIS Services available, NEOGOV is not
acting as an investment advisor, broker -dealer, insurance agent or intermediary or a financial or benefit planner.
NEOGOV is not providing any benefits or information related thereto.
b) HRIS Services Do Not Constitute Legal or Other Advice. CUSTOMER ACKNOWLEDGES AND AGREES THAT
THE HRIS SERVICES PROVIDED HEREUNDER (INCLUDING, BUT NOT LIMITED TO, ANY AND ALL
INFORMATION, MATERIALS, AND FORMS) ARE NOT INTENDED TO BE AND WILL NOT BE RELIED UPON
BY CUSTOMER AS EITHER LEGAL, FINANCIAL, INSURANCE OR TAX ADVICE. TO THE EXTENT
CUSTOMER REQUIRES ANY SUCH ADVICE, CUSTOMER REPRESENTS THAT IT WILL SEEK SUCH
ADVICE FROM QUALIFIED LEGAL, FINANCIAL, INSURANCE, ACCOUNTING OR OTHER
PROFESSIONALS. CUSTOMER SHOULD REVIEW APPLICABLE LAW IN ALL JURISDICTIONS WHERE
NSA-v410119 15
NEOGOV"
Schedule H — HRIS .Terms and Conditions
The terms and conditions set forth in this NEOGOV Schedule H HRIS Terms and Conditions and Annexes affixed hereto
(collectively referred to as "Schedule H") shall apply solely with respect to the HRIS Services (defined below) that Customer elects
to receive and NEOGOV provides, and shall supplement the applicable NEOGOV Service Agreement (or if explicitly specified by
the parties otherwise, such equivalent terms and conditions or agreement governing the provision and receipt of NEOGOV
Services) between NEOGOV and Customer (the "Master Agreement").
If any terms and conditions of this Schedule H directly conflict or are inconsistent with such Master Agreement, this Schedule H
shall supersede such Master Agreement to the extent of such conflict or inconsistency, This Schedule H, the Master Agreement
and all documents incorporated therein and addenda thereto, and the applicable Ordering Document shall constitute the entire
agreement between the Parties in regard to HRIS Services,
General Terms; References; Definitions. The following terms govern the use of the HRIS Services (the "HRIS General Terms
and Conditions"). The HRIS General Terms and Conditions are generally applicable to all HRIS Services. Terms and
conditions within each Annex of this Schedule H relate to specific HRIS Services selected by Customer and shall apply to the
extent Customer elects to receive the HRIS Services governed by such Annex. If any provision within the HRIS General
Terms and Conditions directly conflicts with a provision within any Annex herein, the Annex shall take precedence to the
extent of the conflict solely with respect to the HRIS Services covered by such Annex. If any provision in any Annex directly
conflicts with a provision of any other Annex, the provision in each Annex will govern, but solely with respect to the HRIS
Services covered by such Annex. "HRIS Services" refers to the following Cloud Services or any Add-Ons (defined below) or
Supplemental Services related to such Cloud Services: NEOGOV Core HR, NEOGOV Payroll, and NEOGOV Time and
Attendance. A reference to "HRIS Services" within a given Annex shall solely reference the HRIS Services selected by
Customer and covered by such Annex. Definitions not explicitly defined herein shall retain the meaning as prescribed in the
Master Agreement or the Service Specifications.
2. HRIS Service Provisioning.
a) Use of Services. Customer agrees to the following regarding its use of HRIS Services: (i) Customer shall use HRIS
Services in accordance with the instructions and reasonable policies established by NEOGOV from time to time and
communicated to Customer; (ii) to the extent Customer elects to decline any HRIS Services, relies on its own provision
of services, or delegates the performance of any service to a third party, Customer will be solely responsible; (iii)
Customer shall be responsible for ensuring that Customer and its employees that access HRIS Services or use any HRIS
Services to be provided hereunder comply with all the terms of this Schedule H and documents incorporated herein; (iv)
Customer, and not NEOGOV, will remain solely responsible for all decisions affecting its employees; (v) Customer will
remain responsible for the manner in which it uses the HRIS Services, including the manner in which it interprets and
acts upon any guidance or recommendation provided by NEOGOV; (vi) Customer understands and agrees that the HRIS
Services are intended for use in the U.S. only for employees located in the U.S.; and (vii) Customer will be responsible
for the consequences of any instructions Customer may give to NEOGOV or NEOGOV Fulfillment Partners (defined
below). All HRIS Services provided hereunder may be modified from time to time at NEOGOV's sole discretion;
provided, however, that any such modifications will not have a material adverse impact on any of the HRIS Services
Customer is receiving.
b) Password Protection. Customer agrees to maintain the privacy of usernames and passwords associated with any HRIS
Services. Customer is fully responsible for all activities that occur under Customer or Customer Personnel Accounts.
Customer agrees to (a) immediately notify NEOGOV of any unauthorized use of Customer's password or Account or
any other breach of security, and (b) ensure that Customer exits from Customer's Account at the end of each session.
NEOGOV shall not be liable for any damages incurred by Customer or any third party arising from Customer's failure
to comply with this section.
c) Modification. Customer will not write or modify interfaces or reports to any HRIS Services except as expressly authorized
by NEOGOV. CUSTOMER WILL NOT RECOMPILE, DISASSEMBLE, REVERSE ENGINEER, OR MAKE OR
DISTRIBUTE ANY OTHER FORM OF, OR ANY DERIVATIVE WORK FROM, NEOGOV HRIS SERVICES.
Accuracy of Customer Information, Review of Data. All HRIS Services provided hereunder will be based upon information
provided to NEOGOV by Customer (including proof of federal, state and local tax identification). Upon receipt from
NEOGOV, whether electronically or otherwise, Customer will promptly review all records and reports prepared by NEOGOV
for validity and accuracy according to Customer's records and Customer agrees that it will promptly notify NEOGOV of any
discrepancies (but in any case, before any distribution or reliance on any such records or reports). NEOGOV recommends that
Customer have someone review its reports; a prompt and thorough review allows Customer to spot and correct errors and
inconsistencies.
NSA-v010119 14
NEOGOV"
CUSTOMER OPERATES AND HAS EMPLOYEES AND CONSULT EXPERIENCED COUNSEL FOR LEGAL
ADVICE.
c) No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SCHEDULE H, THE HRIS
SERVICES AND ALL EQUIPMENT PROVIDED (IF ANY) ARE PROVIDED ON AN "AS IS" BASIS, AND
CUSTOMER'S USE OF THE HRIS SERVICES IS AT ITS OWN RISK. NEOGOV DOES NOT MAKE, AND
HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND..'OR IMPLIED WARRANTIES, INCLUDING,
BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NONINFRINGEMENT AND TITLE, FREEDOM FROM PROGRAM ERRORS, VIRUSES OR ANY OTHER
MALICIOUS CODE WITH RESPECT TO THE HRIS SERVICES, ANY CUSTOM PROGRAMS CREATED BY
NEOGOV OR ANY THIRD -PARTY SOFTWARE DELIVERED BY NEOGOV, AND ANY WARRANTIES
ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NEOGOV DOES NOT WARRANT
THAT THE HRIS SERVICES WILL BE UNINTERRUPTED, ERROR -FREE, OR COMPLETELY SECURE, OR
THAT ANY ERROR WILL BE CORRECTED. NEOGOV FURTHER DISCLAIM ANY WARRANTY THAT THE
RESULTS OBTAINED THROUGH THE USE OF HRIS SERVICES, ANY CUSTOM PROGRAMS CREATED BY
NEOGOV OR ANY THIRD -PARTY SOFTWARE DELIVERED BY NEOGOV WILL MEET CUSTOMER'S
NEEDS.
d) Disclaimer of Actions Caused by and/or Under the Control of Third Parties NEOGOV DOES NOT AND CANNOT
CONTROL THE FLOW OF DATA TO OR FROM THE HRIS SERVICES AND OTHER PORTIONS OF THE
INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES
PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD
PARTIES CAN IMPAIR OR DISRUPT CUSTOMER'S CONNECTIONS TO THE INTERNET (OR PORTIONS
THEREOF). ALTHOUGH NEOGOV WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL
ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, NEOGOV CANNOT
GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, NEOGOV DISCLAIMS ANY AND
ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.
9. Limitation of Liability.
a) Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER
PARTY HAVE ANY LIABILITY TO THE OTHER PARTY, OR TO ANY OTHER PERSON OR ENTITY, ARISING
OUT OF OR RELATED TO THIS AGREEMENT, UNDER ANY CIRCUMSTANCE, CAUSE OF ACTION OR
LEGAL OR EQUITABLE THEORY OF LIABILITY, OR DUE TO ANY EVENT WHATSOEVER, FOR ANY
CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES OF ANY
KIND, (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF BUSINESS OPPORTUNITY OR PROFIT,
CUSTOMER'S USE OR INABILITY TO USE THE SERVICES, LOSS OF GOODWILL, BUSINESS
INTERRUPTION, OR LOSS OF INFORMATION).
b) Maximum Liability. WITHOUT LIMITATION OF 9(A) OR ANY ADDITIONAL LIABILITY LIMITATIONS IN
ANY ANNEX HERETO, EXCEPT FOR DAMAGES ARISING OUT OF LIABILITY WHICH CANNOT BE
LAWFULLY EXCLUDED OR LIMITED, CUSTOMER'S OBLIGATIONS TO MAKE PAYMENT UNDER THIS
AGREEMENT, LIABILITY FOR BREACH OF CONFIDENTIALITY, OR LIABILITY FOR INFRINGEMENT OR
MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, THE AGGREGATE LIABILITY OF EITHER
PARTY DURING ANY CALENDAR YEAR FOR ANY AND ALL CLAIMS AND DAMAGES OF ANY TYPE OR
CHARACTER MADE BY THE OTHER PARTY, OR ANY THIRD PARTY, ARISING OUT OF OR RELATED TO
THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE) OR OTHERWISE, WILL BE LIMITED TO THE LESSER OF (1) THE AMOUNT OF
ACTUAL DAMAGES INCURRED BY SUCH PARTY OR (1I) THE AMOUNTS PAID BY CUSTOMER DURING
THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM FOR THE HRIS SERVICE THAT GAVE
RISE TO SUCH CLAIM. NEOGOV WILL ISSUE CUSTOMER CREDIT(S) EQUAL TO THE APPLICABLE
AMOUNT AND ANY SUCH CREDIT(S) WILL BE APPLIED AGAINST FUTURE HRIS SERVICE FEES. THE
FOREGOING LIMITATION OF LIABILITY IS CUMULATIVE WITH ALL PAYMENTS FOR CLAIMS OR
DAMAGES IN CONNECTION WITH THIS AGREEMENT BEING AGGREGATED TO DETERMINE
SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE
LIMIT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS LIMITATION OF LIABILITY IS AN
ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY
NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. EACH
PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED,
VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT
MAY EXIST IN CONNECTION WITH THIS AGREEMENT AND HAS BEEN TAKEN INTO ACCOUNT AND
NSA-v014119 16
NEOGOV TM
REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS
AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.
10. Miscellaneous.
a) Customer's Vendors. To the extent that the delivery of HRIS Services requires Customer third party vendors to send
and/or to receive data from and to NEOGOV, Customer shall at its own expense cause its third -party vendors to send
and/or to receive data from and to NEOGOV. Customer shall reimburse NEOGOV for any costs NEOGOV is required
to bear in connection with or arising out of any such transmissions of data from and/or to such third -party vendors.
b) Force Majeure. Excluding any payment obligations to NEOGOV as provided hereunder, any party hereto will be excused
from performance under the Agreement for any period of time that the party is prevented from performing its obligations
hereunder as a result of an act of God, war, utility or communication failures, or other cause beyond the party's reasonable
control. Both parties will use reasonable efforts to mitigate the effect of a force majeure event.
c) Waiver. The failure of either party at any time to enforce any right or remedy available to it under this Agreement or
otherwise with respect to any breach or failure by the other party shall not be construed to be a waiver of such right or
remedy with respect to any other breach or failure by the other party.
d) Severability. If any of the provisions of this Schedule H shall be invalid or unenforceable, such invalidity or
unenforceabiiity shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall
be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and
obligations of Customer and NEOGOV shall be construed and enforced accordingly.
e) Relationship of the Parties. The parties hereto expressly understand and agree that each party is an independent contractor
in the performance of each and every part of this Schedule H and is solely responsible for all of its employees and agents
and its labor costs and expenses arising in connection therewith.
f) Limitation of Claims. No action arising under or in connection with this Schedule H, regardless of the form, may be
brought by Customer more than three (3) years after Customer becomes aware of or should reasonably have become
aware of the occurrence of events giving rise to the cause of action.
g) Use of Third Parties. NEOGOV may designate any third -party affiliate, or other agent or subcontractor (each a
"Fulfillment Partner"), without notice to, or the consent of, Customer, to perform such tasks and functions to complete
any Services.
h) Survival. The indemnification obligations and the limitations of liability under this Schedule H shall survive
termination of this Agreement.
Annex 1 --- Core HR & Benefits Additional Terms
The following terms and conditions supplement the HRIS General Terms and Conditions and shall apply to the extent that Customer
elects to receive or utilizes Core HR and HRIS Services involving benefits administration (the `Benefits Module").
Benefits Module Representative. Customer shall designate one or more persons who shall serve as NEOGOV's designated
contact for the Benefits Module (the `Benefits Representative"). Customer represents and warrants to NEOGOV that the
Benefits Representative has, and shall at all times have, the requisite authority to transmit information, directions and
instructions on behalf of Customer, each "plan administrator" defined in Section 3(I6)(A) of the ERISA and Section 414(g)
of the Code and, if applicable, each "fiduciary" (as defined in Section 3(21) of ERISA) of each separate employee benefit plan
covered by the Benefits Module (each, a "Benefit Plan"). The Benefits Representative also shall be deemed to have authority
to issue, execute, grant, or provide any approvals, requests, notices, or other communications required or permitted under this
Agreement or requested by NEOGOV in connection with the Benefits Module.
2. Use of the Benefits Module.
a) HR Users. Customer shall authorize an administrator to input information and access certain information relating to (i)
the benefits offered by Customer and (ii) Customer's employeestplan participants and their benefit options and elections
as well as view certain personal and company information regarding company employees. The Benefits Module permits
Customer's employees/plan participants to make various benefits elections and to view and update certain personal and
company information. It is Customer's responsibility to submit instructions and information relating to the Benefits
Module and to verify the accuracy and completeness of all such instructions and information submitted by Customer,
NSA-010119 17
NEOGOV"
employees, and plan participants. NEOGOV shall have no responsibility whatsoever for any activities occurring prior to
NEOGOV's assumption of administrative responsibilities or for the activities of any prior administrator.
b) NEOGOV Not Fiduciary Advisor. Customer acknowledges and agrees that, in making the Benefits Module available,
NEOGOV is not acting as an investment advisor, broker -dealer, insurance agent or intermediary or a financial or benefit
planner. NEOGOV is not providing any benefits or any information related thereto; Customer is responsible for making
available all benefits and information related thereto referenced or included in the Benefits Module.
c) NEOGOV's Health Care Clearinghouse Status. Customer expressly acknowledges and agrees that NEOGOV is not a
"Health Care Clearinghouse" within the meaning of HIPAA, and Customer shall not request or otherwise require
NEOGOV to act as such.
d) Business Associate Amendment. In the event Customer believes it is a "Covered Entity" and, therefore, NEOGOV may
be a Business Associate of Customer when and to the extent that NEOGOV receives, maintains, transmits, uses or
discloses Protected Health Information pursuant to the federal Health Insurance Portability and Accountability Act
("HIPAA" ), the Health Information Technology for Economic and Clinical Health Care Act ("HITECH"), the U.S.
Department of Health and Human HRIS Services regulations entitled "Standards for Privacy of Individually Identifiable
Health Information" ("Privacy Rule"), Security Standards for the Protection of Electronic Protected Health Information
("Security Rule") and the Breach Notification for Unsecured Protected Health Information ("Breach Notification Rule"),
the benefit services provided hereunder are subject to additional Business Associate Terms and Conditions either
provided to Customer or located at https:??www.neoeov.com/service-specifications which are incorporated herein and
may be modified from time to time and as required by law.
3. Core HR and Benefits Module Indemnification. To the fullest extent permitted by law and to the extent the Losses do not
result from the sole negligence willful misconduct or willful breach of this Agreement in the performance of the Benefits
Module, Customer will defend, indemnify and hold NEOGOV and its affiliates, officers, directors, employees, agents and
representatives harmless from and against any and all damages, costs, expenses, claims, penalties, forfeitures, suits and
liabilities, including without limitation, reasonable attorneys' fees and expenses (collectively referred to as the "Losses")
arising from or claimed to have arisen from, assessed in or otherwise incurred in connection with:
Any suit or cause of action brought by any Customer employee or plan participant, dependents of such employee or
plan participant, and/or administrators or sponsors of any benefits plan, or others who have or claim to have an
interest in or coverage under any Customer plan or ERISA generally, which suit or cause of action is related to or
arising from this Agreement or use of the Benefits Module, by Customer, or any Customer employee or plan
participant;
ii) Any suit or cause of action arising out of or relating to (a) any and all acts or omissions of Customer, or benefits
plan groups, sponsors or administrators and their officers, directors, shareholders, employees, and agents or plan
participants, (b) positions taken by Customer or benefit plan groups, sponsors or administrators, whether prior to or
during the term of this Agreement, which are relied upon by NEOGOV or which form the basis for any services or
work product of NEOGOV hereunder;
iii) Any instruction, approval, election, decision, action, inaction, omission or non-performance by Customer or benefit
plan groups, sponsors or administrators, or information provided by benefit plan groups, sponsors or administrators
to NEOGOV hereunder;
iv) Any error or omission or inadequacy in information or data provided to NEOGOV by Customer, Customer's
employee(s), plan participant(s), other administrators or sponsors of any of Customer's plans or third parties
designated by agreement; and
v) Any third -party claim of any kind against NEOGOV arising from (a) access or use by Customer, or any employee
or plan participant of the Benefits Module, in an inappropriate, unauthorized or otherwise wrongful manner; or (b)
Customer's negligence or willful misconduct arising in whole or in part in connection with the Benefits Module.
4. Additional Termination Rights. NEOGOV may terminate Core HR, the Benefits Module, or this Agreement immediately upon
written notice to the Customer upon (a) the failure of Customer to maintain its Benefit Plan(s) in compliance with ERISA or
other applicable laws or regulations or (b) NEOGOV's determination that the exercise of any of the rights granted hereunder
or the continued performance by NEOGOV of its obligations under this Agreement would cause NEOGOV to violate any
applicable international, federal, state or local law(s) and/or regulation(s).
NSA-vO10119 18
NEOGOV"
5. ERISA. The terms of this Section only shall apply to the extent Customer uses services governed, in whole or in part, by the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), including administrative services under the
Consolidated Omnibus Budget Reconciliation Act ("COBRA").
a) NEOGOV's Non -Fiduciary Status. Customer expressly acknowledges and agrees that NEOGOV is not an
"Administrator", "Plan Sponsor," or a "Plan Administrator" as defined in Section 3(16)(A) of ERISA, and Section 414(g)
of the Internal Revenue Code of 1986, as amended (the "Code"), respectively, nor is NEOGOV a "fiduciary" within the
meaning of ERISA Section 3(21), and Customer shall not request or otherwise require NEOGOV to act as such.
NEOGOV shall not exercise any discretionary authority or control respecting management of any of Customer's benefit
or welfare plans ("Plan" or "Plans") or management or disposition of any of Customer's benefit or welfare Plan assets.
NEOGOV shall not render investment advice for a fee or other compensation, direct or indirect, with respect to any
monies or other property of any Plan, nor does NEOGOV have any authority or responsibility to do so. NEOGOV has
no discretionary authority or discretionary responsibility in the administration of the Plan(s).
b) Use of NEOGOV'S Name. Customer or the Plan Administrator must obtain the prior written consent of NEOGOV to
insert any references to NEOGOV or its affiliates, or to NEOGOV Services, with respect to any communication or
document pertaining to a Plan prepared by Customer, or on behalf of Customer (other than documents prepared by
NEOGOV), unless the reference only identifies NEOGOV as a service provider or the reference is required in a filing or
document required by ERISA or any other applicable law. Without limiting the foregoing, in no event may Customer or
the Plan Administrator identify or refer to NEOGOV as "administrator", "plan administrator", "third -party
administrator", "plan sponsor", "fiduciary", "plan fiduciary" or similar tide.
6. Direct to Carrier Services. Customer may elect direct to insurance carrier services (each a "Carrier Link") at its option, each
for an additional cost. Reconfiguration of existing Carrier Links, establishing new Carrier Links, and additional elections are
available for an additional fees and may be completed by NEOGOV at NEOGOV's then current rates. NEOGOV, or its
Fulfillment Partners will electronically transmit employee data, including employee benefits enrollment data, to Customer's
carriers or other third parties authorized by Customer, and Customer authorizes NEOGOV and its Fulfillment Partners, to
provide such transmission on Customer's behalf. NEOGOV's ability to transmit data is subject to the provision of a current
functional interface between HRIS Services and the carriers' systems. NEOGOV will not be obligated to transmit Customer's
data to carriers if at any time Customer's carriers fail to provide the proper interface as solely determined by NEOGOV. If
Customer requires development of any special or customized interfaces in order to transmit such data, all work performed by
NEOGOV to create such interfaces will be at NEOGOV's then current fees for such services. Customer shall be responsible
for promptly reviewing all records of transmissions to carriers and other reports prepared by NEOGOV for validity and
accuracy according to Customer's records, and Customer will notify NEOGOV of any discrepancies promptly after receipt
thereof.
Annex 2 — NEOGOV Payroll & Time and Attendance
The following terms supplement the HRIS General Terms and Conditions and shall apply to the extent that Customer elects to
receive or utilize Payroll Services, Tax Services of which are a component of the Payroll Module, or Time &. Attendance ("TA
Module").
Payroll Processing and Tax Filing. NEOGOV will deliver (i) payroll administrative services to Customer through NEOGOV's
payroll software as a service (the "Payroll Module"), (ii) at Customer's election, direct deposit administration to those
employees electing such service via ACH processing (collectively referred to as the "Payroll Services"), remit payroll taxes
on Customer's behalf to those federal, state, and local taxing jurisdictions designated by Customer, and file related tax returns
(such remitting of payroll taxes and filing of related tax returns, the "Tax Services"). At NEOGOV's then current fees,
NEOGOV may also process calendar year-end W-2 forms for Customer's employees and Forms 1099-MISC. NEOGOV will,
and Customer hereby authorizes NEOGOV and Fulfillment Partners to, initiate debits or reverse wire transfers prior to each
paydate for Customer's payroll ("Paydate") and credit the bank accounts of Customer's employees and others to be paid by
Customer by direct deposit payment on Paydate (a "Payee"), all in compliance with the operating rules of the National
Automated Clearing House Association and the terms and conditions hereof.
2. Documentation and Required Information.
a) Authorization Forms; Proof of Name. Customer will be required to complete and submit the following documents in
order to use the payroll processing components of Payroll Module: (1) power of attorney fors for each jurisdiction in
which Customer will use the Payroll Services (the "POA"), (ii) Authorization to Debit/Credit Bank Account(s)/Obtain
Bank Account Information (the "Authorization Form"), (iii) an IRS proof of legal name/FEIN and (iv) any authorization
form for Fulfillment Partner authorizing debiting and crediting Customer's bank account.
NSA-v010119 1
NEOGOV N
from instructions Customer may give to NEOGOV or Fulfillment Partners with regard to HRIS Services or any payroll
registers, disbursement records, reports and documents prepared by NEOGOV based on information provided by
Customer.
e) Document Retention. Customer will retain copies of all information entered into or generated by the HRIS Services and
Customer shall be solely responsible for maintaining such data, and all tax records, in accordance with any legal
obligations.
f) Special Processing. Customer understand and acknowledges that administering processing dates beyond standard payroll
dates, and correcting, amending, or cancelling a payroll entries or mistaken reversals (collectively "Special Processing"),
are complicated, highly manual, and may result in additional expenses, tax consequences, and penalties. Therefore,
Special Processing may be subject to additional NEOGOV Fees.
g) Recovery Cooperation. Customer agrees to undertake reasonable efforts to cooperate with NEOGOV and any other
parties involved in processing any transactions hereunder to recover funds credited to any employee as a result of an error
made by Customer, NEOGOV, or Fulfillment Partners, or any other loss recovery efforts and in connection with any
actions that the relevant party NEOGOV may be obligated to defend or elects to pursue against any third -party.
h) Compliance with Laws. Compliance with NACHA and Other Applicable Laws. Customer acknowledges that, in order
to put into effect the Payroll Services which include ACH transactions, Customer will be the Originator of the ACH
transactions and will follow and be bound by the rules for ACH Originators as adopted from time to time by the NACHA.
Customer agrees that it has assumed the responsibilities of an Originator under the ACH Rules and acknowledges that
entries may not be initiated in violation of the laws of the United States. Customer agrees to indemnify and hold
NEOGOV, each Fulfillment Partner, and NACHA harmless from any claim incident to the operation of this plan arising
from an act or omission of Customer, including penalties NACHA imposes upon NEOGOV or Fulfillment Partner for
Customer's violation of NACHA Rules. Customer will comply with all other applicable laws, rules, and regulations
including, but not limited to, the U.S. Patriot Act, the Unlawful Internet Gambling Enforcement Act, the Bank Secrecy
Act, and Anti Money Laundering Laws.
4. Effect of Failed Funds, If Customer fails to pay the taxes, direct deposits, employee payments or other charges, including fees,
then Customer agrees to pay NEOGOV for all costs of collection, including reasonable attorney fees, which may be associated
with collection of the amounts due. NEOGOV also may, at its sole option, terminate this Agreement and withhold or suspend
any work in progress. This is in addition to any other rights NEOGOV may have under this contract or under law. NEOGOV
also reserves the rights to reverse employee transactions and ?or tax payments for which funds have not been received from
Customer
5. Rejection of Entries. NEOGOV shall reject any file or entry that does not comply with the requirements of this Agreement,
the NACHA Rules, or uses an improper SEC Code, or if NEOGOV suspects fraud or illegal or improper activity. NEOGOV
shall have no liability.
6. Resolution of Error Exceptions. For the purposes of this Section, the term "error cxception(s)" shall mean any data
requirements within the HRIS Services that, based on Customer's configuration, have been assigned a severity level
designation of "error"; such designation shall create a requirement for an operational task to be completed by Customer in
order to proceed with Customer's processing, including processing of Customer payroll for the designated period. Failure to
resolve an error exception will prevent Customer's payroll from being processed as scheduled. NEOGOV is not obligated to
clear any such error on behalf of Customer.
7. NEOGOV Errors and Omissions Warranty. NEOGOV warrants it will use commercially reasonable efforts to properly
transmit the appropriate reports, data, or filings based on the information provided in Customer's HRIS Services. In addition,
NEOGOV will use commercially reasonable efforts to rectify any Customer report, data, or filing error, including any deposit,
corrected or reversal debit or credit entry, for which NEOGOV is solely responsible; provided that, in each case Customer
advises NEOGOV no later than ten (10) business days after the occurrence of such errors or omissions. This is Customer's
sole remedy in the event of a breach of the foregoing warranty. Notwithstanding the foregoing, Customer will be solely
responsible for payment of all tax penalties, interest, and additional NEOGOV fees if: (i) the penalty is the result of incorrect,
inaccurate, or incomplete information Customer provides to NEOGOV; (ii) Customer has insufficient funds in Customer's
designated bank account to process HRIS Services; or (iii) a party other than NEOGOV, or a NEOGOV Fulfillment Partner,
fails to perform services in a timely manner.
8. Additional Liability Limitations. This Section 8 shall supplement Section 9 (Liability Limitations) of the HRIS General Terms
and Conditions.
NSA-v010119 21
NEOGOV"
b) Proof of Existence. Customer will provide NEOGOV, and authorize NEOGOV to provide to Fulfillment Partner,
Customer's (i) legal name, and "doing business as" name if applicable; (ii) physical street address (not a PO Box or
PMB); (iii) phone number; (iv) Primary Business Activity (Nature of Business); (v) Duns Number (if one exists); (vi)
Tax ID Number; (vii) estimated transaction count and dollar volume; (viii) number of employees; and (ix) supporting
evidence via (A) either certified Articles of Incorporation, IRS EIN Letter, unexpired government issued business license,
trust instrument or other governmcnt-issued evidence showing legal existence, and (B) either a voided business check,
copy of utility bill, other evidence of legal name, physical address, DBA Name, or Tax ID.
c) Permitted Disclosure Authorization. Customer hereby authorize NEOGOV to (i) provide Customer's data to Fulfillment
Partner for the purposes of performing the Payroll and Tax Services, and (ii) take such action as is necessary to perform
the Payroll and Tax Services.
d) TA Module Information. Prior to commencement of TA Module, Customer shall provide to NEOGOV all necessary
information and guidance relating to its time and attendance policies and guidelines and coordinate with NEOGOV to
establish standards for NEOGOV in its execution of the TA Module. Customer agree to promptly comply with
NEOGOV's request for such additional documentation and understand that the Payroll or Tax Services may be impaired
or delayed if Customer do not.
3. Customer Obligations, Representations, and Warranties. Customer acknowledges that NEOGOV's obligation to perform the
HRIS Services is subject to Customer's obligations, representations, and warranties. Customer represents and warrants the
following:
a) Processing Authorization. Customer authorizes NEOGOV to process payroll entries on behalf of Customer. Customer
acknowledges that NEOGOV is acting solely in the capacity of data processing agent and is not a source of funds for
Customer. Customer shall be liable for each payroll related transaction initiated by NEOGOV on behalf of Customer,
whether by electronic entry or wire transfer. NEOGOV, or its Fulfillment Partners, electronically transmit employee data,
including employee payroll data, to designated third parties, and Customer authorizes NEOGOV and its Fulfillment
Partners, to provide such transmission on Customer's behalf. Customer agree that NEOGOV maintains specific
Fulfillment Partner(s) for NEOGOV Payroll and Tax Services fulfillment during the term of and in accordance with the
Agreement and that Customer shall not, directly or indirectly, supplement, substitute, or otherwise modify the provision
of such Payroll and Tax Services without terminating this Agreement.
b) Information Accuracy; Reliance; Change Notice. Customer shall input, maintain, and verify the accuracy of any and all
information, including payroll and tax information, and Customer shall continually ensure that such information is kept
complete, accurate, delivered on time, and up to date at all times. Customer acknowledges that NEOGOV and NEOGOV
Fulfillment Partners will rely on the accuracy of this information as it performs its requested functions. NEOGOV shall
not be responsible for any delays or inaccuracies in Customer's delivery of data to NEOGOV. Customer will notify
NEOGOV immediately of any change in the processing information, including the Authorization Form, at least fourteen
(14) days before the effective date of any such change. Customer will also obtain a written authorization from any Payee
prior to the initiation of the first credit to the account of such Payee and shall provide upon demand a copy of such written
authorization to NEOGOV.
c) Processing Deadlines. Unless otherwise agreed to by the Parties, Customer will: (a) complete and execute all required
documentation so that NEOGOV or Fulfillment Partner may withdraw funds from Customer's account to process direct
deposit payrolls; (b) input or report all relevant payroll data to NEOGOV no later than 2:00 p.m. Pacific Standard Time
(PST) two banking days prior to each Paydate; (c) have available in Customer's bank account good, collectable funds in
a sufficient amount to cover funding disbursements, checks, direct deposits, tax payments, or recurring payments to third
parties no later than the opening of business (i) two banking days prior to each Paydate for debits by electronic entry, and
(ii) two banking days prior to each Paydate for funding by wire transfer; and (d) compare all reports on credits or debits
initiated by Customer to NEOGOV's records and promptly notify NEOGOV of any discrepancies. In the event Customer
does not meet the deadlines specified herein, NEOGOV shall make reasonable efforts to complete processing prior to the
Paydate; however, NEOGOV makes no representation or warranty that payroll will process by the Paydate where
Customer fails to provide all required documentation by the deadline. Additional Fees may apply for expedited
processing.
d) Customer Review. Upon receipt from NEOGOV, Customer will promptly conduct a detailed review of all payroll and
tax registers produced by NEOGOV or Fulfillment Partners for accuracy, validity and conformity with Customer's
records. Customer will promptly notify NEOGOV of any error or omission discovered by Customer in any payroll
registers, disbursement records, payroll or tax reports and documents produced by NEOGOV or Fulfillment Partners, or
any discrepancy between the information provided by NEOGOV or Fulfillment Partners, and Customer's records.
Customer will not rely on any record, report or document containing any discovered error, omission or discrepancy until
such error, omission or discrepancy, has been corrected. Customer will be responsible for any consequences resulting
NSA-v010119 20
NEOGOV"
a) General Waiver. NEOGOV, ITS PROVIDERS, AND FULFILLMENT PARTNERS, AND THE OFFICERS,
DIRECTORS, EMPLOYEES, AND SUPPLIERS OF EACH WILL NOT BE LIABLE UNDER ANY
CIRCUMSTANCES OR UNDER ANY THEORY OF RECOVERY (WHETHER IN CONTRACT OR TORT OR
OTHERWISE) FOR (i) ANY FEES, COSTS, CHARGES, OR ANY DAMAGES CAUSED BY LOST SHIPMENT OR
TRANSMISSION OF CHECKS OR ANY FORM OF DISBURSEMENT INCLUDING, BUT NOT LIMITED TO,
STOP PAYMENT FEES, REPRINTING OR RETRANSMISSION COSTS, SHIPPING CHARGES, OR
CONSEQUENTIAL EXPENSES AND DAMAGE; (ii) ANY CHARGES, FEES, OR EXPENSES INCURRED BY
CUSTOMER, CUSTOMER'S AGENTS, OR EMPLOYEES WHICH ARE DUE TO LATE PAYCHECKS,
REGARDLESS OF WHETHER SUCH PAYCHECKS ARE TO BE PREPARED AND DELIVERED BY NEOGOV,
FULFILLMENT PARTNERS, OR BY CUSTOMER; (iii) NON-PERFORMANCE OF HRIS SERVICES WHICH
HAVE BEEN SUSPENDED DUE TO FAILURE OR DELAY IN PAYMENT OF FEES OWED UNDER THIS
AGREEMENT; AND (IV) FOR ANY DAMAGES TO CUSTOMER ARISING FROM OR IN CONNECTION WITH
A DECISION BY NEOGOV TO SUBMIT FILES FOR PROCESSING AFTER CUSTOMER HAS FAILED TO
CLEAR OUTSTANDING ERROR EXCEPTIONS WITHIN THE SPECIFIED DEADLINE.
b) Disclaimer of Events Outside NEOGOV Control. NEOGOV, NEOGOV OFFICERS, DIRECTORS, EMPLOYEES,
AND FULFILLMENT PARTNERS WILL NOT BE LIABLE FOR ANY LOSS THAT RESULTS FROM ANY CAUSE
OVER WHICH NEOGOV DOES NOT HAVE CONTROL. SUCH CAUSES INCLUDE, BUT ARE NOT LIMITED
TO: (1) THE FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATION LINES; (2)
TELEPHONE OR OTHER INTERCONNECT PROBLEMS; (3) CONFIGURATION PROBLEMS, OR THE
INCOMPATIBILITY OF COMPUTER HARDWARE OR SOFTWARE; (4) THE FAILURE OR UNAVAILABILITY
OF INTERNET ACCESS; (S) PROBLEMS WITH INTERNET SERVICE PROVIDERS OR OTHER EQUIPMENT
OR SERVICES RELATING TO CUSTOMER'S COMPUTER OR NETWORK; (6) PROBLEMS WITH
INTERMEDIATE COMPUTER OR COMMUNICATIONS NETWORKS OR FACILITIES; (7) PROBLEMS WITH
DATA TRANSMISSION FACILITIES OR CUSTOMER'S TELEPHONE, CABLE, OR WIRELESS SERVICE; (8)
UNAUTHORIZED ACCESS, THEFT, HACKERS, OPERATOR ERRORS; OR (9) ACTS OF GOD, INCLUDING
WITHOUT LIMITATION, NATURAL DISASTER, FIRE, TERRORISM, LABOR STOPPAGE, WAR, TERRORISM,
MILITARY HOSTILITIES, OR CRIMINAL ACTS OF THIRD PARTIES. NEOGOV IS ALSO NOT RESPONSIBLE
FOR ANY DAMAGE TO CUSTOMER'S COMPUTER, SOFTWARE, MODEM, TELEPHONE, WIRELESS
DEVICE, OR OTHER PROPERTY RESULTING IN ANY WAY FROM CUSTOMER'S USE OF THE HRIS
SERVICES. ANY SERVICE LEVEL COMMITMENT SET FORTH IN THE AGREEMENT WILL NOT APPLY TO
THE PAYROLL OR TIME AND ATTENDANCE SERVICES.
c) Errors & Omissions. NEOGOV SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR CAUSED,
IN WHOLE OR IN PART, BY ANY ERRORS OR OMISSIONS IN ANY DATA, CONTENT, OR OTHER
INFORMATION PROVIDED THROUGH THE HRIS SERVICES.
Payroll Services Indemnification. Customer shall indemnify and hold NEOGOV harmless from and against any claims,
demands, losses, liabilities, expenses, and damages, including attorney's fees and costs, that result directly or indirectly from
(i) the breach of any warranty made to NEOGOV under this Agreement; (ii) arising from or in connection with any fraudulent
or criminal acts of Customer's employees or payees, (iii) Customer's failure to comply with any provision of the NACHA
Rules that results, either directly or indirectly, in the violation by NEOGOV or Fulfillment Partner of the Federal Electronic
Fund Transfer Act of Federal Reserve Board Regulation E; (iv) any errors, omissions, or delays caused by erroneous, untimely,
or incomplete deliveries or transmissions of Customer or any agent of Customer; and (v) any errors, omissions, or delays that
are the result in whole or in part of any unauthorized act at Customer's place of business.
10. Additional Termination Rights.
a) Termination for Default. Customer's breach of the NACHA Rules, violation of any applicable federal or state regulation,
or failure to maintain account funding as required by this Agreement (and as a result any debit to Customer's account is
returned), shall each constitute a default. Upon default, NEOGOV may suspend the HRIS Services or terminate this
Agreement in a manner that permits NEOGOV to comply with the NACHA Rules. Termination is effective immediately
upon written notice of such termination to Customer. The right to suspend the HRIS Services and/or terminate this
Agreement is in addition to any other rights and remedies provided under this Agreement or otherwise under law.
b) Effect of Termination. No termination of this Agreement shall release Customer from any obligation to pay NEOGOV
any amount that has accrued or becomes payable at or prior to the date of termination. No suspension of HRIS Services
shall release Customer from any obligation to pay NEOGOV any amounts due under this Agreement. Customer shall not
be entitled to any refund of any amounts paid to NEOGOV as a result of a termination based on Customer's default.
Notwithstanding the termination of this Agreement, the Parties shall continue to comply with the NACHA Rules with
respect to transmissions pursuant to this Agreement.
NSA-v010119 22
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ONLINE SERVICES AGREEMENT
NEOGOV "A
THIS ONLINE SERVICES AGREEMENT (this "Agreement") is made and entered into as of this lst day of
July, 2018 (the "Effective Date"), by and between GovernmentJobs.com, Inc., a California corporation doing
business as NEOGOV ("NEOGOV"), with offices at 300 Continental Blvd., Suite 565, El Segundo, California
90245, and the City of Palm Springs (CA), a public entity acting by and through its duly appointed representative
("Customer').
Provision of Online Services.
(a) Services. Subject to the terms and conditions set forth herein, Customer hereby engages
NEOGOV, and NEOGOV hereby agrees, to provide Customer with, and -or access to, the services (the "Services")
described in this Agreement and in the order form attached hereto as Exhibit A (the "Order Form"). Customer
hereby acknowledges and agrees that NEOGOV's provision and performance of, and Customer's access to, the
Services is dependent and conditioned upon Customer's full performance of its duties, obligations and
responsibilities hereunder.
(b) Chanze Orders. Either party may initiate a change to any part of the Order Form by delivering a
written change order request to the other party. The receiving party shall notify the party making such request, in
writing within ten (10) business days of such receiving party's receipt of such change order request, of such
receiving party's acceptance or rejection of the proposed changes. If the receiving party fails to respond within such
ten (10) business day period, sur.h receiving party shall be deemed to have rejected such proposed changes. If the
receiving party approves such change order, the parties shall agree on the estimate of time to complete the changes,
associated costs, an impact analysis indicating ramifications or impacts to the overall project, a modification of any
affected Fees, Services or deliverables, and any other relevant details related to such change order.
2. Customer Responsibilities. In connection with the performance of this Agreement and the provision of
the Services, Customer shall be responsible for the following:
(a) Compliance with Laws. Customer shall be responsible for ensuring that Customer's use of the
Services and the performance of Customer's other obligations hereunder comply with all applicable rules,
regulations, laws, code and ordinances.
(b) Customer Data and Website. Customer shall be solely responsible for (i) the accuracy and
completeness of all records, databases, data and information provided, submitted or uploaded by Customer or its
users in connection with this Agreement or use of the Services ("Customer Data"), (ii) the content, quality,
performance, and all other aspects of the goods or services and the information or other content contained in or
provided through Customer's website, and (iii) making and keeping copies of all Customer Data. Except set forth in
Section 9(c)(ii), NEOGOV shall have no obligation to provide or make available to Customer, and Customer shall
have no right to receive, a copy of the Customer Data or any associated data files in any format.
(c) Acceptable Use. Customer shall not: (i) provide system passwords or other log -in information for
the Services to any third party except those specifically authorized to access the Services in this Agreement; (ii)
share non-public NEOGOV system features or content with any third party; (iii) access the Services in order to
build, assist, or facilitate the assembly of a competitive product or service, to build a product using similar ideas,
features, functions or graphics of the Services, or to copy any ideas, features, functions or graphics of the Services;
(iv) reverse engineer, decompile, disassemble or otherwise attempt to discover or directly access the source code or
any underlying ideas or algorithms of any portions of the Services or any underlying software or component thereof;
or (v) modify, create derivative works from, distribute, publicly display, publicly perform, or sublicense the Services
except as expressly permitted by this Agreement. In the event that NEOGOV suspects any breach of the
requirements provided in this Section 2(c), including by way of users of Customer's system, NEOGOV may
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suspend Customer's access to the Services for the reasonable time required to confirm or deny suspicion, in addition
to other lawful remedies as required.
(d) Unauthorized Access. Customer will take reasonable steps to prevent unauthorized access to the
Services, including, without limitation, by protecting its passwords and other log -in information for the Services.
Customer will notify NEOGOV immediately of any known or suspected unauthorized use of the Services or breach
of its security and will use best efforts to stop any such breach.
(e) Customer Equipment. Other than the Services provided by NEOGOV, Customer is responsible
for all other services, equipment and facilities (including, without limitation, all hardware, telecommunications
equipment, connectivity, cabling and software) required to access the Services. Customer shall be responsible for
procuring all licenses of third party software necessary for Customer's use of the Services.
Maintenance and Support Services.
(a) Maintenance. NEOGOV maintains NEOGOV's hardware.:software infrastructure for the Services
and is responsible for maintaining the NEOGOV server operation, software delivery, and security for the Services.
Preventive system maintenance is conducted by NEOGOV from time to time and is addressed in a variety of
methods including scalable architecture and infrastructure, log checking, performance maintenance, and other
preventative tasks. Customer is not responsible for NEOGOV system maintenance.
(b) Modification. NEOGOV may periodically modify the features, components and functionality of
the Services. NEOGOV shall have no liability for, or any obligations to, investments in or modifications to
Customer's hardware, systems or other software which may be necessary to use or access the Services due to a
modification of the Services provided by NEOGOV.
(c) SuppoCt. Phone support for the Services is available to Customer between the hours of 6:OOAM
and 6:OOPM, Pacific Time, Monday through Friday, excluding NEOGOV holidays. Online support for the Services
is available 24 hours a day, seven days a week. Both phone and online case receipts are confirmed immediately.
The length of time for a resolution of any problem is fully dependent on the type of case (i.e., High/Medium/Low
priority, question, enhancement request). High priority issues such as "system down" will be addressed immediately
and resolved as soon as possible. All other issues are reviewed internally by NEOGOV, and then will be discussed
and reviewed with Customer to identify priority and a resolution timeline.
(d) Updates and Upgrades. During the Term, NEOGOV will make all Updates and Upgrades to the
Services accessible to Customer at no additional expense to Customer. Upgrades are automatic and available upon
Customer's next Iogin to the Services following an Update or Upgrade. NEOGOV shall have no obligation to
provide, at no additional expense to Customer, major product enhancements and/or new features that NEOGOV
markets separately to other customers for an additional fee; provided, that, NEOGOV may, in its sole discretion,
elect to provide such enhancements or features to Customer on a case -by -case basis at no cost. NEOGOV shall have
no liability for, or any obligations to, investments in or modifications to in Customer's hardware, systems or other
software which may be necessary to use or access the Services due to an Update or Upgrade. For the purposes
hereof, (i) "Update" means any update, bug fix, patch or correction of the Services or underlying NEOGOV
software that NEOGOV makes generally available to its third -party customers of the same module, excluding
Upgrades, and (ii) "Upgrade" means any update of the Services or underlying NEOGOV software such as bug fixes,
platform updates, and major product enhancements and/or new features that NEOGOV makes commercially
available and does not market separately to other customers on a custom, exclusive basis for a separate fee.
(e) Training. NEOGOV will provide Customer with access to the online training materials. All
NEOGOV provided training materials will be provided online, unless otherwise set forth in the Order Form.
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NEOGOV TM
(f) Limitations. This Agreement does not obligate NEOGOV to render any maintenance or support
services that are not expressly required to be provided by NEOGOV in this Agreement, including, but not limited to,
training, data conversion, and program modification and enhancement.
4. Ownership and Protection.
(a) Customer Data. As between NEOGOV and Customer, Customer shall exclusively own all right,
title and interest in and to all Customer Data and all intellectual property and proprietary rights anywhere in the
world ("Proprietary Rights") therein. Other than as set forth in Section 4(c), NEOGOV shall (i) acquire no rights in
any Customer Data, and (ii) process Customer Data only to provide the Services or as otherwise instructed by
Customer, or as may be required or permitted by applicable law.
(b) NEOGOV Intellectual Property. As between NEOGOV and Customer, NEOGOV shall
exclusively own all right, title and interest in and to all Services (including any Update or Upgrade thereto),
NEOGOV's products, system, any software (including any source code or object code) or documentation related
thereto, any trademarks, service marks, logos and other distinctive brand features of NEOGOV and all Proprietary
Rights embodied therein (collectively, the "NEOGOV Intellectual Property").
(c) Customer Grant to Use Certain Customer Data. Customer hereby grants to NEOGOV a perpetual,
irrevocable, non-exclusive, royalty -free, fully transferable, worldwide license to download, use, reproduce, archive,
adapt, combine with other data, edit and re -format, generate, store, disclose, create derivative works of, sell and
exploit (commercially or otherwise) any and all Customer Data that does not constitute personally identifiable
information for any purpose, including, without limitation, to provide the Services to Customer and its users and to
analyze use of, and develop improvements to, the Services.
(d) Reservation of Rights. This Agreement does not convey or transfer title or ownership of the
NEOGOV Intellectual Property to Customer or any of its users. Except as expressly set forth in Section 4(e), this
Agreement does not grant Customer any licenses or other rights with respect to any of the NEOGOV Intellectual
Property. All rights not expressly granted herein are reserved by NEOGOV.
(e) NEOGOV License Grant. NEOGOV's approved logos and trademarks (the "Approved Marks,"),
including the "powered by" logo, will appear on the "employment opportunities", "job description" and other
NEOGOV hosted pages. NEOGOV hereby grants to Customer a limited, revocable, non-exclusive, non-
transferable, non-sublicensable license during the Term to use and reproduce the Approved Marks solely for
purposes set forth in this Section 4(e). All uses of the Approved Marks shall conform to NEOGOV's standard
guidelines and requirements for use of the Approved Marks.
(f) Privacy. NEOGOV will have no responsibility or liability for the accuracy of the Customer Data.
Customer shall comply with all applicable laws and regulations relating to (i) the privacy of users of the Services,
including, without limitation, providing appropriate notices to and obtaining appropriate consents from any
individuals to whom Customer Data relates; and (ii) the use, collection, retention, storage, security, disclosure,
transfer, disposal, and other processing of any Customer Data (including any personally identifiable information).
Without limiting the generality of the foregoing, in using the Services or any other NEOGOV Intellectual Property,
Customer will not disclose or provide to NEOGOV any personally identifiable information of any other person or
entity.
5. Representations, Warranties and Disclaimers.
(a) Authority. Each party represents and warrants to the other party that (i) it has full power and
authority under all relevant laws and regulations and is duly authorized to enter into this Agreement; and (ii) to its
knowledge, the execution, delivery and performance of this Agreement by such party does not conflict with any
NEOGOV Page 3 of 15
NEOGOVTM
agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor
violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction
over it.
(b) Service Performance Warrantv. NEOGOV warrants that it will perform the Services in a manner
consistent with industry standards reasonably applicable to the performance thereof.
(c) No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS
SECTION 5, THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND CUSTOMER'S USE OF THE
SERVICES IS AT ITS OWN RISK. NEOGOV DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND
ALL OTHER EXPRESS AND. -,OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO,
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING,
USAGE, OR TRADE PRACTICE. NEOGOV DOES NOT WARRANT THAT THE SERVICES WILL BE
UNINTERRUPTED, ERROR -FREE, OR COMPLETELY SECURE, OR THAT ANY ERROR WILL BE
CORRECTED.
(d) Disclaimer of Actions Caused by and/or Under the Control of Third Parties. NEOGOV DOES
NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM THE NEOGOV SYSTEM AND
OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE
PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT
TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT CUSTOMER'S
CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ALTHOUGH NEOGOV WILL USE
COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL ACTIONS IT DEEMS APPROPRIATE TO
REMEDY AND AVOID SUCH EVENTS, NEOGOV CANNOT GUARANTEE THAT SUCH EVENTS WILL
NOT OCCUR. ACCORDINGLY, NEOGOV DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM
OR RELATED TO SUCH EVENTS.
6. Publicity. Following the mutual execution and delivery of this Agreement, each party hereto may
advertise, disclose and publish its relationship with the other parry under this Agreement. NEOGOV may display
Customer's name and logo in connection with such advertisement, disclosure and publishing.
7. Nondisclosure. Through exercise of each party's rights under this Agreement, each party may be exposed
to the other party's technical, financial, business, marketing, planning, and other information and data, in written,
oral, electronic, magnetic, photographic and/or other forms, including, but not limited to (a) oral and written
communications of one party with the officers and staff of the other party which are marked or identified as
confidential or secret or similarly marked or identified, (b) other communications which a reasonable person would
recognize from the surrounding facts and circumstances to be confidential or secret and (c) trade secrets
(collectively, "Confidential Information" ). In recognition of the other party's need to protect its legitimate business
interests, each party hereby covenants and agrees that it shall regard and treat each item of information or data
constituting Confidential Information of the other party as strictly confidential and wholly owned by such other
party and that it will not, (x) without the express prior written consent of the other party (y) except as permitted or
authorized herein or (z) except as required by law including the Public Records Act of the State of California,
redistribute, market, publish, disclose or divulge to any other person, firm or entity, or use or modify for use, directly
or indirectly in any way for any person or entity: (i) any of the other party's Confidential Information during the
Term and for a period of three (3) years thereafter or, if later, from the last date Services (including any warranty
work) are performed by the disclosing party hereunder; and (ii) any of the other party's trade secrets at any time
during which such information shall constitute a trade secret under applicable law. In association with NEOGOV's
concern for the protection of trade secrets, Confidential Information, and fair market competition, Customer
acknowledges all photos, "screen captures", videos, or related media of NEOGOV products, pages, and related
documentation shall be approved by NEOGOV prior to any publicly accessible disclosure of such media.
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NEOGOVTM
8. Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor
shall not discriminate against any employee or applicant for employment because of actual or perceived race,
religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or
linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental
disability, or medical condition (each a "prohibited basis"). Contractor shall ensure that applicants are employed,
and that employees are treated during their employment, without regard to any prohibited basis. As a condition
precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies
that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any
prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading,
demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance
with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of
benefits, relating to non-discrimination in city contracting.
9. Liability Limitations.
(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT
SHALL NEOGOV HAVE ANY LIABILITY TO CUSTOMER OR TO ANY OTHER PERSON OR ENTITY
ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION,
CUSTOMER'S USE OR, OR INABILITY TO USE, THE SERVICES, UNDER ANY CIRCUMSTANCE,
CAUSE OF ACTION OR THEORY OF LIABILITY, OR DUE TO ANY EVENT WHATSOEVER, FOR
ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES OF ANY
KIND, INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS OPPORTUNITY OR PROFIT,
LOSS OF USE, LOSS OF GOODWILL OR BUSINESS STOPPAGE, EVEN IF NEOGOV KNEW OR
SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
(b) WITHOUT LIMITATION OF SECTION 8W, EXCEPT FOR DAMAGES ARISING OUT
OF NEOGOV'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE TOTAL LIABILITY OF
NEOGOV FOR ANY AND ALL CLAIMS AGAINST NEOGOV UNDER THIS AGREEMENT SHALL NOT
EXCEED THE TOTAL FEES PAID BY CUSTOMER TO NEOGOV UNDER THIS AGREEMENT DURING
THE INITIAL TERM. THE FOREGOING LIMITATION OF LIABILITY IS CUMULATIVE WITH ALL
PAYMENTS FOR CLAIMS OR DAMAGES IN CONNECTION WITH THIS AGREEMENT BEING
AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR
MORE CLAIMS WILL NOT ENLARGE THE LIMIT. THE PARTIES ACKNOWLEDGE AND AGREE
THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE
BARGAIN BETWEEN THE PARTIES AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF
THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. EACH PARTY ACKNOWLEDGES THAT
THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION
BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN
CONNECTION WITH THIS AGREEMENT AND HAS BEEN TAKEN INTO ACCOUNT AND
REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER
THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS
AGREEMENT.
10. Term and Termination.
(a) Term. This Agreement shall commence on the Effective Date and remain in effect for the initial
term set forth on the Order Form, unless terminated earlier in accordance with this Agreement (the "Initial Term").
Thereafter, this Agreement shall automatically renew for successive twelve (12) month terms (each a "Renewal
Term" and together with the Initial Term, collectively, the "Term') unless a party delivers to the other party, at least
ninety (90) days prior to the expiration of the Initial Term or the applicable Renewal Term, written notice of such
parry's intention to not renew this Agreement, or unless terminated earlier in accordance with this Agreement.
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NEOGOV TM
(b) Termination.
(i) Termination by NEOGOV. NEOGOV may suspend the Services or terminate this
Agreement immediately in the event of any of the following: (A) Customer fails to pay any amount then due under
this Agreement and such failure is not cured within five (5) days following NEOGOV's written notice thereof, (B)
Customer is in material breach of this Agreement and such breach is not cured within thirty (30) days following
NEOGOV's written notice thereof; or (C) the Services provided hereunder become illegal or contrary to any
applicable law, rule, regulation, public policy.
(ii) Termination by Customer. Customer may terminate this Agreement immediately if
NEOGOV is in material breach of this Agreement and such breach is not cured within thirty (30) days following
Customer's written notice thereof.
(c) Effect of Termination.
(i) Generally. Upon expiration or any termination of this Agreement, Customer shall cease
all use and refrain from all further use of the Services and other NEOGOV Intellectual Property. Additionally,
Customer shall be obligated to pay, as of the effective date of such expiration or termination, all amounts owing to
NEOGOV under this Agreement.
(ii) Customer Data. Upon expiration or any termination of this Agreement, Customer may
elect to receive either associated data files from the NEOGOV system or read-only access to such files as set forth
below.
(A) Delivery of Insight Data Files. Upon expiration or termination of this
Agreement, in the event that Customer elects to receive Insight data files from the NEOGOV system, NEOGOV
shall provide Customer with a dedicated data file in .CSV format, or provide a proprietary and confidential delete of
data. Such data files will be comprised of Customer's standard data contained in NEOGOV's Insight Enterprise
(IN) system. The structure of the relational database will be specific to the Customer's data and will not be
representative of the proprietary NEOGOV database. NEOGOV retains the right to purge such data files from
NEOGOV's systems without consent from, or notice to, the Customer after ninety (90) days after the date of
expiration or termination of this Agreement.
(13) Read -Only Access. In the event that Customer elects to maintain read-only
access to such associated data files, Customer shall deliver to NEOGOV written notice of such election within
ninety (90) days of the date of expiration or termination date of this Agreement. As consideration for such access,
Customer agrees to pay NEOGOV an upfront payment equal to ten (10%) of annual recurring Fee in effect at the
time of the expiration or termination of this Agreement. Customer agrees that such access to the NEOGOV system
shall be limited to the functionality included at time of the expiration or termination of this Agreement. Customer
may only elect to maintain read-only access to such data files if Customer has paid all outstanding amounts owed to
NEOGOV under this Agreement.
(d) Survival. Sections 2, 4(a) through 4(d), 4(f), 5, 6, 7, 8, 2 (c, 2Ud , 12 and 13 shall survive the
termination or expiration of this Agreement.
it. Payments.
(a) Payment Terms. Customer shall pay NEOGOV the applicable fees set forth in the Order Form
(collectively, the "Fees") within the applicable time periods set forth in the Order Form. NEOGOV may invoice all
Fees due under this Agreement in one invoice for each invoice period. The parties agree that all invoices shall be
delivered to the stated "Bill To" party on the Order Form.
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(b) Taxes. Customer will pay all taxes, duties and levies imposed by all federal, state and local
authorities (including, without limitation, export, sales, use, excise, and value-added taxes) based on the transactions
or payments under this Agreement, except those taxes imposed or based on NEOGOV's net income or those exempt
by applicable state law. Customer shall provide NEOGOV with a certificate or other evidence of such exemption
with ten (10) days of NEOGOV's request therefor.
(c) Fee Increases. NEOGOV may, in its sole discretion, increase the Fees for any Renewal Term.
NEOGOV shall provide Customer with written notice of any such Fee increase at least one hundred twenty (120)
days' prior to the commencement of such Renewal Term.
12. Force Maieure. NEOGOV shall not be liable for any damages, costs, expenses or other consequences
incurred by Customer or by any other person or entity as a result of delay in or inability to deliver any Services due
to circumstances or events beyond NEOGOV's reasonable control, including, without limitation: (a) acts of God;
(b) changes in or in the interpretation of any law, rule, regulation or ordinance; (c) strikes, lockouts or other labor
problems; (d) transportation delays; (e) unavailability of supplies or materials; (f) fire or explosion; (g) riot, military
action or usurped power; or (h) actions or failures to act on the part of a governmental authority.
13. Piggyback Clause. It is understood and agreed by Customer and NEOGOV that any governmental entity
may purchase the services specified herein in accordance with the prices, terms, and conditions of this
Agreement. It is also understood and agreed that each local entity will establish its own contract with NEOGOV, be
invoiced therefrom and make its own payments to NEOGOV in accordance with the terms of the contract
established between the new governmental entity and NEOGOV. It is also hereby mutually understood and agreed
that Customer is not a legally bound party to any contractual Agreement made between NEOGOV and any entity
other than Customer.
14. Miscellaneous.
(a) Assignment. This Agreement may not be assigned by either party without the express written
approval of the other party and any attempt at assignment in violation of this Section 13(a) shall be null and void.
(b) Entire Agreement; Amendment. This Agreement and the Order Form constitute the entire
agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous
oral and written statements of any kind whatsoever made by the parties with respect to such subject matter. This
Agreement may not be modified or amended (and no rights hereunder may be waived) except through a written
instrument signed by the party to be bound.
(c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws
of the State of California, without giving effect to conflict of law rules.
(d) Severability. If any provision of this Agreement is held to be illegal or unenforceable, such
provision shall be limited or eliminated to the minimum extent necessary so that the remainder of this Agreement
will continue in full force and effect and enforceable.
(e) Independent Contractor; Third Party Agreements. Customer is and shall be deemed to be an
independent contractor of NEOGOV and nothing contained herein shall be deemed to constitute a partnership
between or a joint venture by the parties hereto, or constitute either party the employee or agent of the other.
Customer acknowledges that nothing in this Agreement gives Customer the right to bind or commit NEOGOV to
any agreements with any third parties. This Agreement is not for the benefit of any third party and shall not be
deemed to give any right or remedy to any such party whether referred to herein or not.
(f) Notices. All notices or other communications required or permitted hereunder shall be in writing
and shall be deemed to have been duly given either when personally delivered, one (1) business day following
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delivery by recognized overnight courier or electronic mail, or three (3) business days following deposit in the U.S.
mail, registered or certified, postage prepaid, return receipt requested. All such communications shall be sent to (i)
Customer at the address set forth in the Order Form and (ii) NEOGOV at the address set forth in the introductory
paragraph hereof. Notice of change of address shall be given by written notice in the manner detailed in this Section
113(f).
(g) Waiver. The waiver, express or implied, by either party of any breach of this Agreement by the
other party will not waive any subsequent breach by such party of the same or a different kind.
(h) Attorneys' Fees. Should either party hereto initiate a legal or administrative action or proceeding
(an "Action") to enforce any of the terms or conditions of this Agreement, the prevailing parry shall be entitled to
recover from the losing party all reasonable costs of the Action, including without limitation attorneys' fees and
costs.
(i) Conflict. In the event of a conflict between the body of this Agreement and the Order Form, the
terms of the body of this Agreement shall control.
0) Counterparts. This Agreement may be executed in two or more counterparts, each of which will
be deemed an original, but all of which taken together shall constitute one and the same instrument. Delivery of a
copy of this Agreement bearing an original signature by facsimile transmission, by electronic mail or by any other
electronic means will have the same effect as physical delivery of the paper document bearing the original signature.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have caused this A`g�nt to be executed by their respective
duly authorized officers as of the Effective Date.
Customer:
Signature:
Print Name:
Title: Ci
Date:
NEOGOV:
Signature
Inc., a California corporation
Print Name: in Class
Title: Controller JL&� A�
Date: 5/29/2018
APPROVED DYCRY COUNCIL
15. 6I � L9 �A Kolb
NEOGOV Page 8 of 15
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City of Palm Springs (CA)
Quote Date: 5/8/18
Requested Service Date: 7I1f18
Order Summary
EXHIBIT A — ORDER FORM
Valid To: 6130I18
NEOGOVTM
Initial Term: 711118 — 6/30/19
Annual Recurring Fees Note: The following additional subscription discounts are available if the
contract is pre -paid for the specified number of years: 2 years 2°-a discount, 3 years 4% discount, 4
years = 6% discount, 5 years - 8% discount off subscription.
Line
Description'
Initial Annual
Recurrin Fee'
1.
Insight Enterprise Edition IN
IN Subscription
$8,391.60
2.
GovernmentJobs.com Job Posting Subscription GJC
GJC Subscription
$1,560.00
3.
Perform (PE)
PE Subscription for up to 400 employees
$14,400.00
4.
Onboard (ON)
ON Subscription
$7,541.00
5.
Learn (LMS)
LMS Subscription for 200 employees (License for 460 employees is
$13,800)
$6,000.00
6.
NEOGOV Integrations (Optional)
Integration Maintenance
TBD
Sub Total:
$37.892.60
NEOGOV Page 9 of 15
c
Non-Recurring Fees
NEOGOVTM
Line
Description'
Non -Recurring
Fees
NEOGOV Services
7.
Insight(IN)
Setup and Implementation
NA
Training
NA
8.
Perform PE
Setup and Implementation
NA
Training
NA
9.
Onboard (ON)
Setup and Implementation
NA
Training
NA
Onboard form building as Professional Service2
10.
Learn (LMS
Setup and Implementation
$2,500.00
Training
$2,500.00
11.
NEOGOV Integrations
Setup and Configuration
NA
Sub Total:
$5,000.00
Order Total:
$42,892.60
Items designated as Not Applicable, N. A or NA on the Order Form are not included in the Services. Customer may
request a quote for these items at their discretion throughout the Term.
' The annual recurring Fees for a Renewal Term are subject to increase pursuant to the Agreement.
Description of Services.
(a) Insight. EnteKgrise (IN). Insight Enterprise (IN) is designed to address five major areas of human
resource activities including recruitment, selection, applicant tracking, reporting and analysis, and HR automation.
As described below, Insight Enterprise (IN) enables agencies to post class specifications online, post job
announcements on Customer websites, accept online applications, conduct applicant tracking including EEO and
other statistical analysis, create email-hardcopy applicant notices, complete item analysis, create. -route.. -and approve
requisitions and hire actions online, and certify eligible lists electronically. A subscription to Insight Enterprise (IN)
will include the following-
(i) Recruitment
• Online job application
• Online job announcements and descriptions
• Automatic online job interest cards
• Recruitment and examination planning
(ii) Selection
• Configurable supplemental questions
NEOGOV Page 10 of 15
c: c
NEOGOV M
• Define unique scoring plans
• Test analysis and pass -point setting
• Score, rank, and refer applicants
(iii) Applicant Trackin
• Email and hardcopy notifications
• EEO Data collection and reports
• Track applicants by step/hurdle
• Schedule written, oral, and other exams
• Candidate self-service portal for scheduling and application status
(iv) Reporting and Analysis
• 90 standard system reports
• Ad hoc reporting tool
(v) HR Automation
• Automatically route job requisitions and hire actions for approval
• Automatically score and pass. fail applicants based on scoring plans
• Automatically email users when there are candidates sent to them for review
• Automatically email jobseeker job interest card notices for jobs posted on the main
job openings page
(vi) Training
• NEOGOV will create a Customer -specific training environment for Insight
Enterprise (IN), which is used by Customer during training and afterwards to train in
prior to moving into production.
• Customer will have full access to the demo. -training environment setup for Insight
Enterprise (IN).
• NEOGOV training is available online (web -based, pre -built, content) unless
otherwise proposed as included in the Order Form.
• NEOGOV's pre -built, online training consists of a series of web courses as well as a
series of hands-on exercise designed to introduce the standard features and functions
and may be used as reference material by the staff following training to conduct day-
to-day activities. The pre -built, online training includes exercises that are designed to
be flexible enough to allow Customer led training sessions internally to introduce
user -specific requirements and processes for staff to learn the system as closely as
possible to the customer's actual recruitment processes after go -live.
NEOGOV will provide the URLs for the Career Pages, which the Customer will use to advertise on their website.
Customer will need to change the IP addresses for the following three Customer website links (NEOGOV will
provide the new link addresses):
• Job openings
• Promotional job openings
• Transfer Job openings
• Class Specifications
• Job Interest Cards
Furthermore, Customer may export data from and to Insight Enterprise (IN) to integrate with other systems. As part
of each such integration, NEOGOV shall:
• Conduct project scope, review integration plan, discuss timeline, and set
schedule for required meetings.
• Provide Integration Worksheets and or guides.
NEOGOV Page 11 of 15
C
C
NEOGOV TM
Specifications regarding for cost, additional NEOGOV integrations can be made available to Customer, including:
• Configure New Hire Export Interface
• Configure Position Control Import Interface
• Class Spec Interface
• Employee Integration
(b) GovernmentJobs.com Job Posting Subscription. A subscription to GovemmentJobs.com Job
Posting Subscription will include the following functionality:
• Enables organizations to advertise their job postings created in Insight on the
GovernmentJobs.com website.
• May add an unlimited number of postings
Note: Jobs advertised on the promotional and transfer webpages are not advertised on GovernmentJobs.com as these
are typically for internal employees.
(c) Perform (PE). Perform (PE) is designed to address the major areas of human resource activities
centered around employee performance management. As described below, Perform (PE) includes built-in workflow
for business processes, configurable tasks, performance evaluations and reports. A subscription to Perform (PE)
will include the following:
• Configurable Performance Evaluations
• Ability to build Library of Goals, Competencies, and Writing Assistants
• Shareable Competency Content
• Development Plans
• Configurable Process Workflows
• Scored and Non -scored Rating Scales
• Log of Performance Observations throughout the year
• Peer Reviews & Multi -rater capability
• Configurable Email Notifications
• Automatic Evaluation Creation
• Ability to perform actions in bulk for Employees & Evaluations
(d) Onboard (ON). Onboard (ON) is designed to facilitate the onboarding process for new hires. As
described below, NEOGOV maintains standard forms as part of the annual subscription. Agencies shall maintain
any custom forms created by Customer. A subscription to Onboard (ON) will include the following functionality:
• Electronic Employee File
• Federal 19 and W4 forms
• Task Manager
• Employee data upload
• Build your own Onboarding forms*
*Onboard (ON) includes Federal I9 standard forms that are updated annually and Federal W4 forms updated every
2-4 years. Additional forms or form maintenance is available from NEOGOV at the following cost.
• Background forms $295 per form
• Dynamic Forms $ 195 per form
• Updates to existing forms $200 an hour
(e) Learn (LMS). Learn (LMS) is designed to provide a seamless experience for organizations to
train and develop employees. LMS addresses the critical need of organizations to ensure completion of required
trainings. By tracking both in -person and online training in one central place, organizations can improve employee
performance and safety and reduce risk and liability claims. A subscription to Learn (LMS) will including the
following:
NEOGOV Page 12 of 15
0
M
NEOGOV TM
• Create, schedule, enroll learners in, and track completion of online and in -person,
classroom trainings
• Ability to upload course content files
• Certificates after course completion
• Learner transcripts & class rosters
• Course catalog with configurable categories for learners to browse
• Centralized dashboard that displays all required and elective trainings (online and in -
person) that employees can take
• Over 300 `off -the -shelf online courses related to:
o HeaIth & Safety,
o Employment Practices and Liability,
o Human Capital
o Cyber Security and Privacy,
o Law Enforcement,
o Higher Ed/Campus Safety & Compliance,
o Safe Driving, and
o Parks & Recreation (including Child Safety courses)
o Computer -IT Skills
• Setup and Implementation
The following activities will be conducted as a part of the Services:
■ NEOGOV will work with Customer staff to understand the existing processes,
as well as other workforce business practices, where applicable.
■ NEOGOV will establish Customer's production environment.
■ All NEOGOV products will be implemented off -site. Customer may integrate
NEOGOV solutions with other systems using standard NEOGOV integration
tools, web services and/or flat files. The specifications and scope must be
defined prior to agreeing to a timeline or price.
■ Initial LMS will be built on the FirstNet Learning platform. Based on the
functionality utilized by Customer, NEOGOV will migrate Customer to updated
LMS platform at a future date agreed upon by both NEOGOV and Customer.
• Training
NEOGOV training is available online (web -based, pre -built, content) unless otherwise
proposed as included in the Order Form.
NEOGOV's pre -built, online training consists of a series of tutorials to introduce the
standard features and functions and may be used as reference material by the staff
conducting day-to-day activities.
(f) NEOGOV Integrations. NEOGOV offers Standard Integrations as well as platform APIs for third
party system integration(s). A subscription to Standard Integrations includes the following:
• Conduct project scope, review integration plan, discuss timeline, and set schedule for
required meetings
• Annual maintenance by NEOGOV
• Employee import and export
• Department division position import and export
Note: NEOGOV APIs are to be configured directly by Customer staff using NEOGOV documentation. If required,
professional services may be included by NEOGOV to help define and validate scope, business requirements,
timelines, and associated costs (if applicable).
(g) NEOGOV Implementation. The following activities will be conducted as a part of the Services:
• Customer to review the project kick-off tutorial for information on the project timeline,
deliverables, and establish project expectations.
NEOGOV Page 13 of 15
NEOGOV TU
• NEOGOV will work with Customer staff to understand the existing processes as well as other
workforce business practices where applicable.
• NEOGOV will establish Customer's production environment.
• All NEOGOV products will be implemented off -site. Customer may integrate NEOGOV
solutions with other systems using standard NEOGOV integration tools, export data from
Insight Enterprise (IN) using web services and/or flat files to integrate with other systems, but
the specifications and scope must be defined prior to agreeing to a timeline or price.
• Following NEOGOV product rollout, NEOGOV and Customer will conduct two (2) post go -
live conference call(s) (if scheduled) to ensure that the rollout was completed successfully and
that any production questions are addressed promptly.
Fees. Customer shall pay the Fees set forth in this Order Form as follows:
(a) Annual Recurring Fees. Customer shall pay all annual recurring Fees (including for any
NEOGOV Integrations) for the Initial Term within thirty (30) days of the date of Customer's execution and delivery
of this Order Form. Customer shall pay all annual recurring Fees (including for any NEOGOV Integrations) for any
Renewal Term within thirty (30) days of Customer's receipt of NEOGOV's invoice therefor. The annual recurring
Fees for a Renewal Term are subject to increase pursuant to the Agreement.
(b) Training Fees. Customer shall pay all training Fees within thirty (30) days of the date of
Customer's execution and delivery of this this Order Form.
(c) Setup and Implementation. Customer shall pay all setup and implementation Fees within thirty
(30) days of the date of Customer's execution and delivery of this this Order Form.
(d) Other Fees. Any other Fees owed by Customer to NEOGOV pursuant to this Agreement shall be
paid by Customer within thirty (30) days of Customer's receipt of NEOGOV's invoice therefor.
3. Miscellaneous.
(a) Online Services Agreement. This Order Form is an attachment to and part of that certain Online
Services Agreement (the "Agreement') by and between NEOGOV and Customer. Terms not defined in this Order
Form shall have the meanings set forth in the Agreement. THERE ARE SIGNIFICANT ADDITIONAL TERMS
AND CONDITIONS, WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS CONTAINED IN THE
AGREEMENT. CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT IT HAS READ THE
AGREEMENT IN ITS ENTIRETY AND AGREE TO BE BOUND BY ITS PROVISIONS.
(b) Effectiveness. Neither Customer nor NEOGOV will be bound by this Order Form until this Order
Form has been signed by authorized representatives of both parties.
(c) Modifications. This Order Form may not be modified or amended except through a written
instrument signed by the party to be bound.
[Signature Page Follows]
NEOGOV Page 14 of 15
N EOG OV "'
IN WITNESS WHEREOF, the parties have caused this Order Form to be executed by their respective
duly authorized officers as of the date set forth below.
clistem hMO V: Governm ntJ s m, Inc.
Signature: i re:
Print Name: Print Name: QoM Gloss
Title: �� „tr,.t.=Title: Controller
Date: Date: 5I29I201 R
ARROM By COUNCIL
(op
Not To Exceed $
3p
NEOGOV Without The Express Written
Authorization Of The City
Manager.
Page 15 of 15
Contract
Company Name:
Company Contact:
Summary of Services:
Contract Price
' Funding Source:
Contract Term:
Contract Administration
Lead Department:
Contract Administrator:
Government Jobs (NEO(
Human Resources Soft%
$42,892.60
07/01 /2018 — 06/30/201 c
Human Resources
Perry Madison ext 8215
CONTRACT ABSTRACT
Contract Approvals'
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City Manager/City Attorney/City Clerk
c, p.
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Agency Approval Date: 06/06/18 '.•�7-
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Minute Order/Resolution Number:44 4%
a
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Agreement Number: �I`iDib
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Contract Compliance
Exhibits:
Signatures:
Insurance:
Bonds:
a
Contract prepared by: Perry Madison
Submitted 16: By: Stephanie George
J t��e,' � O J �
C,y A
N EOGOW
Service Agreement
THUS ONLINE SERVICES AGREEMENT (this "Agreement") is made and entered into this day
of B 1) 2017, by and between GovernmentJobs.com, Inc., a California corporation (d/b/a
"NEOGOV"), and the City of Palm Springs (CA), a public entity acting by and through its duly appointed
representative ("Customer").
1. Provision of Online Services.
(a) Customer hereby engages NEOGOV, and NEOGOV hereby agrees (subject to the terms and conditions set
forth herein), to provide the services (the "Services") more fully described in this Agreement and in Exhibit A
(Order Form). Customer hereby acknowledges and agrees that NEOGOV's provision and performance of the
Services is dependent and conditioned upon Customer's full performance of its duties, obligations and
responsibilities hereunder.
(b) NEOGOV shall implement and maintain a Project Change process and associated Change Control Document
(CCD) to manage and approve any changes to the Order Form andlor Order Details as herein described. The CCD
will include the reason for the change, a complete description of work to be performed, an estimate of time to
complete the task, associated costs, a completion date for the CCD Statement of Work and an impact analysis
indicating ramifications or impacts to the overall project. No work within the CCD shall be performed by
NEOGOV without Customer approval.
2. Additional NEOGOV Responsibilities. In connection with the performance of this Agreement, NEOGOV
shall be responsible for the following:
(a) NEOGOV shall provide all required hosting and operations support for the applications provided through this
Agreement.
(b) NEOGOV shall follow those support, maintenance and other procedures and shall provide those support,
maintenance and other services to Customer more fully described in this Agreement.
(c) Where "Deliverables" means any software or other material created pursuant to NEOGOV services,
Deliverables will be considered accepted when: (i) Customer provides NEOGOV written notice of acceptance; or
(ii) thirty (30) days after access commenced if Customer has not first provided NEOGOV with written notice of
rejection. Customer may reject a Deliverable only in the event it materially deviates from the specifications and
requirements listed in the applicable Scope of Work and only via written notice setting forth the nature of such
deviation.
3. Customer Responsibilities. In connection with the performance of this Agreement and the provision of the
Services, Customer shall be responsible for the following:
(a) Customer shall be responsible for ensuring that Customer's use of the Services and the performance of
Customer's other obligations hereunder comply with all laws applicable to Customer.
(b) Customer shall be responsible, as between NEOGOV and Customer, for the accuracy and completeness of all
records and databases provided by Customer in connection with this Agreement for use on NEOGOV's system.
NEOGOV will have no responsibility or liability for the accuracy of data entered into or uploaded to the system
by Customer, including without limitation Customer Data and any other data uploaded or input by users.
(c) Acceptable Use Customer will comply with the Scope of Work associated with this agreement and refrain
from: (i) providing System passwords or other log -in information to any third party except those specifically
authorized to access the services in this agreement; (ii) share non-public System features or content with any third
party; or (iii) access the System in order to build, assist, or facilitate the assembly of a competitive product or
NEOGOV ORIGINAL L BID Page 1 of 17
AD10R AGREEMENT
NEOGOVTM
service, to build a product using similar ideas, features, functions or graphics of the System, or to copy any ideas,
features, functions or graphics of the System. In the event that NEOGOV suspects any breach of the requirements
provided in Section 3(c), including by way of Users of Customer's system, NEOGOV may suspend Customer's
access to the system, in addition to other lawful remedies as required. Nothing in this Agreement shall require
NEOOV to take any action regarding the limitations set forth in Section 3(c).
(d) Unauthorized Access Customer will take reasonable steps to prevent unauthorized access to the
System, including without limitation by protecting its passwords and other log -in information. Customer will
notify NEOGOV immediately of any known or suspected unauthorized use of the System or breach of its security
and will use best efforts to stop said breach.
4. Ownershin. Protection and Securi
(a) The parties agree that the NEOGOV marks and selective Customer marks may both be displayed on and
through NEOGOV's system(s).
(b) Ownership of any graphics, text, data or other information or content materials and all records and data
supplied or furnished by Customer hereunder for incorporation into or delivery through the application(s)
described in this Agreement shall remain with Customer, and NEOGOV shall cease use of all such material upon
termination of this Agreement. NEOGOV's logos, including the "powered by" logo, will appear on the
"employment opportunities", "job description" and other NEOGOV hosted pages.
(c) Customer acknowledges and agrees that nothing in this Agreement or any other agreement grants Customer
any licenses or other rights with respect to NEOGOV's software system (source code or object code) other than
the right to receive Services as expressly provided herein. NEOGOV shall retain all ownership in the intellectual
property and all other proprietary rights and interests associated with NEOGOV's software system and Services
and all components thereof and associated documentation, except as expressly provided herein. Customer receives
no rights to the Licensed Software other than those specifically granted in Exhibit A. Without limiting Exhibit A,
Customer will not: (i) modify, create derivative works from, distribute, publicly display, publicly perform, or
sublicense the Licensed Software; or (ii) reverse engineer, decompile, disassemble, or otherwise attempt to derive
any of the Licensed Software's source code.
(d) NEOGOV grants to Customer a limited license during the term of this Agreement to use and reproduce
NEOGOV's trademarks and logos for purposes of including such trademarks and logos in advertising and
publicity materials and links solely as permitted hereunder. All uses of such trademarks and logos shall conform
to Customer's standard guidelines and requirements for use of such trademarks and logos.
5. NEOGOV Representations and Warranties.
(a) Service Performance Warranty. NEOGOV warrants that it will perform the Services in a manner consistent
with industry standards reasonably applicable to the performance thereof.
(b) No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 5,
THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND CUSTOMER'S USE OF THE SERVICES IS
AT ITS OWN RISK. NEOGOV DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER
EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE,
AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
NEOGOV DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR -FREE,
OR COMPLETELY SECURE.
NEOGOV Page 2 of 17
NEOGOV`"
(c) Disclaimer of Actions Caused by and/or Under the Control of Third Parties. NEOGOV DOES NOT AND
CANNOT CONTROL THE FLOW OF DATA TO OR FROM THE NEOGOV SYSTEM AND OTHER
PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF
INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR
INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT CUSTOMER'S CONNECTIONS TO
THE INTERNET (OR PORTIONS THEREOF). ALTHOUGH NEOGOV WILL USE COMMERCIALLY
REASONABLE EFFORTS TO TAKE ALL ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND
AVOID SUCH EVENTS, NEOGOV CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR.
ACCORDINGLY, NEOGOV DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED
TO SUCH EVENTS.
6. Publicity. Following execution of this Agreement, the parties hereto may issue a press release, the form and
substance of which shall be mutually agreeable to the parties, announcing the relationship created by this
Agreement. Except as expressly contemplated herein, neither party shall issue any additional press release which
mentions the other party or the transactions contemplated by this Agreement without the prior consent of the other
party, which consent shall not be unreasonably withheld.
7. Nondisclosure. Through exercise of each parry's rights under this Agreement, each party may be exposed to
the other parry's technical, financial, business, marketing, planning, and other information and data, in written,
oral, electronic, magnetic, photographic and/or other forms, including but not limited to (i) oral and written
communications of one party with the officers and staff of the other party which are marked or identified as
confidential or secret or similarly marked or identified and (ii) other communications which a reasonable person
would recognize from the surrounding facts and circumstances to be confidential or secret ("Confidential
Information") and trade secrets. In recognition of the other parry's need to protect its legitimate business interests,
each party hereby covenants and agrees that it shall regard and treat each item of information or data constituting
a trade secret or Confidential Information of the other party as strictly confidential and wholly owned by such
other party and that it will not, without the express prior written consent of the other party or except as required
by law including the Public Records Act of the State of California redistribute, market, publish, disclose or
divulge to any other person, firm or entity, or use or modify for use, directly or indirectly in any way for any
person or entity: (i) any of the other party's Confidential Information during the term of this Agreement and for a
period of three (3) years after the termination of this Agreement or, if later, from the last date Services (including
any warranty work) are performed by the disclosing party hereunder; and (ii) any of the other parry's trade secrets
at any time during which such information shall constitute a trade secret under applicable law. In association with
NEOGOV's concern for the protection of trade secrets, Confidential Information, and fair market competition,
Customer acknowledges all photos, "screen captures", videos, or related media of NEOGOV products, pages, and
related documentation shall be approved by NEOGOV prior to any publicly accessible disclosure of such media.
8. Liability Limitations.
(a) If promptly notified in writing of any action brought against Customer based on a claim that NEOGOV's
Services infringe a United States patent, copyright or trademark right of a third party (except to the extent such
claim or infringement relates to any third party software incorporated into NEOGOV's applications), NEOGOV
will defend such action at its expense and will pay any and all fees, costs or damages that may be finally awarded
in such action or any settlement resulting from such action (provided that Customer shall permit NEOGOV to
control the defense of such action and shall not make any compromise, admission of liability or settlement or take
any other action impairing the defense of such claim without NEOGOV's prior written approval).
(b) Customer acknowledges and agrees: (i) that NEOGOV has no proprietary, financial, or other interest in the
goods or services that may be described in or offered through Customer's web site; and (ii) that except with
respect to any material supplied by NEOGOV, Customer is solely responsible (as between NEOGOV and
Customer) for the content, quality, performance, and all other aspects of the goods or services and the information
or other content contained in or provided through Customer's web site.
NEOGOV Page 3 of 17
ML OICTOATA
(c) OTHER THAN THOSE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT,
NEOGOV DOES NOT MAKE ANY WARRANTIES TO CUSTOMER OR ANY OTHER PERSON OR
ENTITY, EITHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH
RESPECT TO THE SERVICES PROVIDED HEREUNDER. NEOGOV SHALL NOT BE LIABLE TO
CUSTOMER OR TO ANY OTHER PERSON OR ENTITY, UNDER ANY CIRCUMSTANCE OR DUE
TO ANY EVENT WHATSOEVER, FOR CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING,
WITHOUT LIMITATION, LOSS OF PROFIT, LOSS OF USE OR BUSINESS STOPPAGE.
(d) Under no circumstances shall NEOGOV's total liability to Customer or any other person, regardless of the
nature of the claim or form of action (whether arising in contract, tort, strict liability or otherwise), exceed the
aggregate amount of fees
and revenue received by NEOGOV hereunder for the Initial Term(s) and restrictions provided in Exhibit A (Order
Form);
provided, however that the foregoing limitations set forth in this Section 8(d) shall not apply to actions brought
under 8(a)
above or to any injury to persons or damages to property arising out of NEOGOV's gross negligence or willful,
gross
misconduct.
9. Term and Termination.
(a) This Agreement shall commence as of the date hereof and remain in effect in accordance with the term(s) and
restrictions in Exhibit A (Order Form), unless terminated by either party as set forth herein ("Initial Term").
(b) This Agreement may be renewed for additional terms ("Renewal Term") equal in duration to the Initial Term
provided Customer notifies NEOGOV at least thirty (30) days prior to the end of the Initial Term or a Renewal
Term.
(c) Subject to a material breach of contract and right to cure:
W NEOGOV reserves the right to terminate this Agreement immediately if the Services provided
hereunder become illegal or contrary to any applicable law, rule, regulation, public policy.
(ii) Customer shall have the right to terminate this Agreement only upon expiration of the then -current
license term. The term shall renew automatically for successive one-year terms unless Customer
provides written notice of its intent not to renew to the other party at least thirty (30) days before
the expiration of the then -current license term. Customer acknowledges that failure to give notice
prior to 30 days of the termination date will constitute agreement to the subsequent term.
(d) Upon termination Customer may elect to receive either associated data files from the system or read only
access for a determined period.
(i) Customer Data Post -Termination: Upon request within ninety (90) days of expiration of the final
license term, NEOGOV shall provide Customer with a dedicated data file from the system(s), or
provide a proprietary and confidential delete of data. The dedicated data files will be comprised of
Customer's standard data contained in NEOGOV's Insight system. The structure of the relational
database will be specific to the Customer's data and will not be representative of the proprietary
NEOGOV database. For data residing on NEOGOV systems for more than ninety (90) days after the
date of expiration and termination of this Agreement, NEOGOV retains the right to purge such data
from NEOGOV systems without additional consent from the Customer.
NEOGOV Page 4 of 17
NEOGOVTM
(ii) Read Only Access: If Customer requests NEOGOV maintain read-only access after termination of
this Agreement, Customer acknowledges and agrees to an upfront payment worth 10% of the annual
license of this Agreement. Access to the system(s) shall be limited to the functionality included at
time of termination.
10. Payments.
(a) Initial Term. See Exhibit A (Order Form).
(b) Renewal Term($). For each Renewal Term, NEOGOV will continue to provide Customer with the Services,
and will provide maintenance and support services as described herein, provided Customer issues a purchase
order or modification to this Agreement and pays NEOGOV in advance the annual recurring charges then in
effect. If there is an increase in annual maintenance and support charges, NEOGOV shall give Customer written
notice of such increase at least thirty (30) days prior to the expiration of the applicable term.
(c) NEOGOV acknowledges that all invoices shall be delivered to the stated `Bill To" party on the Order Form in
Exhibit A. In the event that NEOGOV does not receive payment in accordance with the terms herein, including
but not limited to the net due dates, Customer acknowledges and agrees that it shall be liable for any outstanding
payment to NEOGOV, or either party may terminate this Agreement as applied to Section 9.
(d) Customer will pay all taxes, duties and levies imposed by all federal, state and local authorities (including,
without limitation, export, sales, use, excise, and value-added taxes) based on the transactions or payments under
this Agreement, except those taxes imposed or based on NEOGOV's net income, or those exempt by state law.
Customer shall provide NEOGOV within ten (10) days of request of such exemption.
11. Force Maieure. NEOGOV shall not be liable for any damages, costs, expenses or other consequences
incurred by Customer or by any other person or entity as a result of delay in or inability to deliver any Services
due to circumstances or events beyond NEOGOV's reasonable control, including, without limitation: (i) acts of
God; (ii) changes in or in the interpretation of any law, rule, regulation or ordinance; (iii) strikes, lockouts or other
labor problems; (iv) transportation delays; (v) unavailability of supplies or materials; (vi) fire or explosion; (vii)
riot, military action or usurped power; or (viii) actions or failures to act on the part of a governmental authority.
12. Pieuback Clause. It is understood and agreed by Customer and NEOGOV that any governmental entity
may purchase the services specified herein in accordance with the prices, terms, and conditions of this
Agreement. It is also understood and agreed that each local entity will establish its own contract with NEOGOV,
be invoiced therefrom and make its own payments to NEOGOV in accordance with the terms of the contract
established between the new governmental entity and NEOGOV. It is also hereby mutually understood and
agreed that Customer is not a legally bound party to any contractual Agreement made between NEOGOV and any
entity other than Customer.
13. Miscellaneous.
(a) Either party may not assign its rights or obligations under this Agreement without the prior written consent of
the other party. This Agreement may not be modified or amended (and no rights hereunder may be waived)
except through a written instrument signed by the party to be bound. This Agreement constitutes the entire
Agreement between the parties with respect to the subject matter hereof and shall be governed by and
construed in accordance with the laws of the State of California without giving effect to conflict of law rules.
Customer acknowledges and agrees that this Agreement is not intended to be and shall not be construed to be
a franchise or business opportunity.
NEOGOV Page 5 of 17
NEOGOV`M
(b) Severability. If any provision of this Agreement is found void or unenforceable, it will not affect the validity
of the balance of the Agreement, which shall remain valid and enforceable according to its terms. If any
remedy provided is determined to have failed of its essential purpose, all limitations of liability and
exclusions of damages set forth in the Limited Warranty shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly
authorized officers as of the date set forth above.
Customer
Signature:
Print Name: WAU 1!
Title: ATTEST;
Date&VIE:
:
t"}e-nm City Cleric
GovernmentJobs.com, Inc., a California corporat' n
Signature:
Print Name: C
Title: 6n � V i k r
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NEOGOV Page 6 of 17
Order Form
EXHIBIT A — ORDER FORM
NEOGOV UA
City of Palm Springs Attention: Kim Hardcastle
Address: 3200 E Tahquitz Canyon Way, Palm
Springs, CA 92262
Phone: 760-323-8215
Email: Kim. Hardcastle cnr.nalmsminasca.eov
Ouote Date:
7/24117 Valid To:
Initial Term:
9/1/17
9/1/17 — 6/30/18 with 12
month renewal periods
Order Summary: Licenses below are prorated 9/1/17 — 6/30/18. The annual licenses will renew on
7/1/18. Discounts have been applied to Insight and Perform licenses with the purchase of Onboard.
Line Description
Prorated
License
Non -Recurring
Cost
1.0
Onboard ON
1.1
Subscription License
$6,284.16
1.2
Setup and Implementation
$1,500.00
1.3
Training
$1,500.00
2.0
Integration between ON and Customer's HRIS/ERP system
NA
NA
3.0
Insight License
$6,993.00
4.0
Perform License for up to 400 employees
$12,000.00
5.0
Government'obs.com Job Posting Subscription License
$1,300.00
Sub Total:
$26,557.16
$3,000.00
Credit for Licenses Paid:
$5 121.67
Order Total: $24 435.49
More detailed descriptions of the services are contained in the order detail for each service, which are
incorporated herein and made a part hereof by this reference.
Note: Items designated as Not Applicable (N/A, NA) on the Summary form are not included. Customers
may request a quote for these services at their discretion through the term of this contract.
2NEOGOV ON includes 19 and W4 standard forms that are regularly updated by NEOGOV. Additional
forms or form maintenance are available by NEOGOV Professional services at the following cost:
• Background forms $295 per form
• Dynamic Forms $195 per form
• Updates to existing forms $200 an hour
Additionally, during the term of any subscription license, the Customer will be provided:
Customer Support - Provided to the Customer both on-line and by telephone Monday — Friday, 6:00 AM
— 6:00 PM PT (excluding NEOGOV holidays).
Product Upgrades to Licensed Software - Customer shall receive all product upgrades to purchased
package. Product upgrades are automatic and available upon the next login following a product upgrade
rollout.
NEOGOV Page 7 of 17
Order Form
Order Detail
NEOGOV N
Note: Items designated as Not Applicable (NIA, NA) on the Summary form are not included. Customers
may request a quote for these services at their discretion through the term of this contract.
1.0 Insight Enterprise (IN)
License Subscription to NEOGOV IN
The Customer's subscription to the Insight platform includes the following functionality:
Recruitment
• Online job application
• Online job announcements and descriptions
• Automatic online job interest cards
• Recruitment and examination planning
Selection
• Configurable supplemental questions
• Define unique scoring plans
• Test analysis and pass -point setting
• Score, rank, and refer applicants
Applicant Tracking
• Email and hardcopy notifications
• EEO Data collection and reports
• Track applicants by step/hurdle
• Schedule written, oral, and other exams
• Candidate Self -Service Portal for scheduling and application status
Reporting and Analysis
• 90 standard system reports
• Ad Hoc reporting tool
HR Automation
• Create and route job requisitions for approval
• Certification/eligible lists
2.0 Govern mentJobs.com Job Posting Subscription
(GJC) License Subscription
• Enables organizations to advertise their job postings created in Insight on the
GovemmentJobs.com website.
• May add an unlimited number of postings
Note: jobs advertised on the promotional and transfer webpages are not advertised on
Governmentlobs.com as these are typically for internal employees.
NEOGOV Page 8 of 17
A'
Order Form NEOGOV TM
3.0 NEOGOV Perform (PE)
License Subscription to NEOGOV PE
The annual license for the NEOGOV Performance Evaluations Software includes the following:
• Configurable Performance Evaluations
• Goal Library
• Shareable Competency Content
• Development Plans
• Configurable Process Workflows
• Ability to build Content sections for re -use
• Configurable Rating Scales
• Ability to build Library of Writing Assistants
• 360 Reviews
• Configurable Email Notifications
• Automatic Evaluation Creation
• Ability to perform actions in bulk for Employees &
Evaluations
4.0 NEOGOV Onboarding (ON)
License Subscription to NEOGOV ON
• Electronic Employee File
• W4
• I9
• Configurable Workflow
• Task Manager
• Employee data upload
• Attachments
• Build your own Onboarding forms*
*NEOGOV ON includes 19 and W4 standard forms that are updated by NEOGOV. Additional forms or
form maintenance is available by NEOGOV Professional services at the following cost:
• Background forms $295 per form
• Dynamic Forms $195 per form
• Updates to existing forms $200 an hour
5.0 NEOGOV Integrations
NEOGOV offers Standard Integrations as well as platform APIs for 3rd party system integration(s).
Standard Integrations include:
• Conduct project scope, review integration plan, discuss timeline, and set schedule for required
meetings
• Annual Maintenance By NEOGOV
Note: NEOGOV APIs are to be configured directly by Customer staff using NEOGOV documentation. If
required, Professional Services may be included by NEOGOV to help define and validate scope, business
NEOGOV Page 9 of 17
Order Form NEOGOV COGOV TM
requirements, timelines, and associated costs (if applicable).
6.0 NEOGOV Services
Setup and Provisioning
The following activities are conducted as part of the NEOGOV implementation:
• Customer to review the project kick-off tutorial for information on the project timeline,
deliverables, and establish project expectations.
• NEOGOV will establish the Customer's production environment
Training
• NEOGOV training is available online (web -based, pre -built, content) unless otherwise
proposed as included in the Order Form. All customers have full access to the demo/training
environment setup for Insight.
• NEOGOV's pre -built, online training consists of a series of web courses as well as a series of
hands-on exercise designed to introduce the standard features and functions and may be used as
reference material by the staff following training to conduct day-to-day activities. The pre -built,
online training includes exercises that are designed to be flexible enough to allow Customer led
training sessions internally to introduce user -specific requirements and processes for staff to
learn the system as closely as possible to the customer's actual recruitment processes after go -
live.
NEOGOV Page 10 of 17
Scope of Work
NEOGOV SCOPE OF WORK — EXHIBIT B
NEOGOV IN
1. OVERVIEW
NEOGOV's mission is to improve the services public sector agencies deliver to society. We do this by
working with agencies to improve the ways they attract, hire, and retain the best and the most qualified
employees. NEOGOV's platforms are the leading workforce management solution specifically designed
for public sector. The configurable solutions go beyond simple recruitment or applicant tracking to
incorporate all aspects of HR and their associated business requirements. Each NEOGOV platform
includes many time, effort, and cost saving features and capabilities such as class specifications online,
accept applications online, create and route requisitions online, scan hardcopy application materials which
are read directly into the database to eliminate manual data entry, refer certified lists online, and gather
and report on key hiring metrics as well as associated reports for gathering key metrics across the HR
organization.
Z. SCOPE OF WORK (Standard)
Subject to the services purchased, the project will consist of the following components:
• Conduct a project kick off meeting to review the project timeline, deliverables, and establish
project expectations.
• Working with Agency staff to understand the existing processes as well as other workforce
business practices where applicable.
• NEOGOV will provide access to all proposed user training. Agency staff may deliver training
that can incorporate the Agency's existing business rules combined with new processes that are
enabled by using the NEOGOV product suite.
• Following training, the Agency may conduct additional user sessions led by the solution's
Administrator(s) which will allow the Agency users to familiarize themselves with the system.
• Subject to the services purchased, between the training and go -live, NEOGOV will complete the
following activities:
o Creating an agency -specific training environment for Insight which is used by your
agency during training and afterwards to train in prior to moving into production (IN)
o Integrate your new production job opportunities, promotional opportunities, and class
specifications web pages into your existing agency website
o Establish the Agency's Insight Enterprise (IN) production environment
o Establish the Agency's Onboard (ON) production environment
o Establish the Agency's Perform (PE) production environment
Configure and deploy forms (only if in scope) On the go -live date for Insight, Agency IT will
need to change the IP addresses for the following three Agency website links (NEOGOV will
provide the new link addresses):
o Job openings
o Class Specifications
o Promotional job openings
• Following production rollout, NEOGOV and the Agency will conduct two post go -live
conference call(s) (if scheduled) to ensure that the rollout was completed successfully and that
any production questions are addressed promptly.
3. SERVICE OVERVIEW
NEOGOV Page 11 of 17
Scope of Work
A. System Design
NEOGOV VA
NEOGOV solutions are web -based, there is no need for you to buy and maintain additional hardware,
software, or bandwidth; upgrades are included and occur in real time, ensuring that you always have the
most up-to-date functionality.
Insight Enterprise is designed to address five major areas of Human Resource activities including
recruitment, selection, applicant tracking, reporting and analysis, and HR automation. Insight Enterprise
enables agencies to post class specifications online, post job announcements on the agency website,
accept online applications, conduct applicant tracking including EEO and other statistical analysis, create
email/hardcopy applicant notices, complete item analysis, createiroute/and approve requisitions online,
and certify eligible lists electronically.
Onboard is designed to facilitate the onboarding process for new hires. NEOGOV maintains standard
forms as part of the annual license. Agencies shall maintain any custom forms created by Agency.
NEOGOV Perform (PE) is designed to address the major areas of Human Resource activities centered
around employee performance management. PE includes built-in workflow for business processes,
configurable tasks, performance evaluations and reports.
B. Implementation and Integration 1 Installation
NEOGOV solutions are implemented off site and consist of all activities outlined in Section 2 — Scope of
Work (above). The agency may integrate with other systems using standard NEOGOV integration tools,
export data from Insight using web services and/or flat files to integrate with other systems, but the
specifications and scope must be defined prior to agreeing to a timeline or price.
C. Training
NEOGOV training is unlimited online training. Training consists of a system walk-through and then a
series of hands-on exercises.
D. Maintenance
All system maintenance to licensed features is covered in the license price. Since NEOGOV offers a
hosted solution and fully web -based new features and functions are released and available upon next login
by the user. System software and hardware maintenance is completed by NEOGOV.
4. IMPLEMENTATION - INTEGRATION (Standard) (IN)
The agency can export data from Insight to integrate with other systems, as outlined below. As part of
each integration, NEOGOV shall:
o Conduct project scope, review integration plan, discuss timeline, and set schedule for
required meetings
■ Develop New Hire Export Interface
■ Develop Position Control Import Interface
■ Provide Integration Worksheets and/or guides
5. LICENSING
Your NEOGOV Annual license includes the following items:
NEOGOV Page 12 of 17
Scope of Work
NEOGOVTM
• Unlimited access to all system functionality and enhancements to the items listed in the
capabilities section of this document
• Free participation in NEOGOV hosted customer conference calls
6. MEETINGS
Implementation is conducted remotely and will consist of weekly phone implementation meetings
throughout the implementation. The agency and NEOGOV will also have (if proposed) scheduled
meetings following go live to ensure a successful rollout and address any new questions/issues.
7. CUSTOMER SERVICE
NEOGOV offers unlimited customer support and support is provided via the NEOGOV customer support
help desk from 6:OOAM — 6:OOPM M-F PST (excluding NEOGOV holidays) and online through the Help
Center 24 X 7. Customer support is also provided throughout the entire implementation. Additionally,
conference call attendance and on-line training attendance is included in the annual license.
8. MAINTENANCE & SUPPORT
NEOGOV maintains the entire hardware/software infrastructure and is responsible for maintaining server
operation, software delivery, and security. Available customer support is addressed in Section 7 —
Customer Service (above).
9. TRAINING
A. Customer Education ! Training Methodology
NEOGOV delivers access to online user training to Agency recruiters and technicians. We provide
the Training Exercises electronically as well as access to the complete User's Guide online.
Following the training, your agency will have access to the associated environment. Additionally,
your agency has full access to our Customer Support Help Desk during the training to help new
users fully utilize the system(s).
All dedicated system training is designed by NEOGOV to introduce the most common features and
functions in an organized fashion which will be used by the staff following training to conduct their
day-to-day activities.
NEOGOV training is available online (web -based, pre -built, content) unless otherwise proposed as
included in the Order Form. All customers shall have full access to the associated environment for
the proposed platform.
NEOGOV's pre -built, online training consists of a series of web courses and hands-on exercises
designed to introduce the standard features and functions. All training items may be used as
reference material to conduct day-to-day activities. The pre -built, online training includes materials
designed to allow Customer led training sessions.
B. Training Media Selection
Electronic
C. Training Schedule
Unlimited online training is available.
NEOGOV Page 13 of 17
Scope of Work NEOGOV"'
D. Training Delivery
I. Hardware (If applicable)
The training environment should be a training room with Internet access, conference phone,
projector, and screen, one computer for each attendee with a NEOGOV supported web browser
Adobe Reader, and MS Word.
II. Software
Web Browser, Adobe Reader, and MS Word
IIL Custom Design Applications
None
10. SOFTWARE MODULES OVERVIEW
A. Insight Enterprise
Insight Enterprise includes the following functionality:
Recruitment
• Online job application
• Online applications integration with current Customer website
• Online job announcements and descriptions
• Automatic online job interest cards
• Recruitment and examination planning
Selection
• Configurable supplemental questions
• Define unique scoring plans
• Test analysis and pass -point setting
• Score, rank, and refer applicants
Applicant Tracking
• Email and hardcopy notifications
• EEO Data collection and reports
• Track applicants by step/hurdle
• Schedule written, oral, and other exams
• Candidate Self -Service Portal for scheduling and application status
Reporting and Analysis
• 90 standard system reports
• Ad Hoc reporting tool
HR Automation
• Create and route position requisitions for approval
• Certification/eligible lists
B. NEOGOV Onboard
NEOGOV Onboard (ON) includes the following functionality:
NEOGOV Page 14 of 17
Scope of Work N EOGOV =A
• Electronic Employee File
• W4
• I9
• Configurable Workflow
• Task Manager
• Employee data upload
• Attachments
• Build your own Onboarding forms*
*NEOGOV ON includes I9 and W4 standard forms that are updated by NEOGOV. Additional
forms or form maintenance is available by NEOGOV Professional services at an additional cost.
C. NEOGOV Perform (PE)
The annual license for the NEOGOV Performance Evaluations Software includes the following:
• Configurable Performance Evaluations
• Goal Library
• Shareable Competency Content
• Development Plans
• Configurable Process Workflows
• Ability to build Content sections for re -use
• Configurable Rating Scales
• Ability to build Library of Writing Assistants
• 360 Reviews
• Configurable Email Notifications
• Automatic Evaluation Creation
• Ability to perform actions in bulk for Employees &
Evaluations
*Note: Additional forms are available at additional cost.
11. PRODUCT UPGRADES
All product upgrades to licensed modules are included in the associated NEOGOV annual license.
Product upgrades occur in real time and are available upon next login.
12. REQUIREMENTS PUT UPON THE AGENCY
A. Technical or Otherwise
The agency HR staff is considered "level 1 support", meaning that the agency should designate the
NEOGOV Administrator as the point of contact for any NEOGOV platform related questions or issues.
If the Administrator cannot answer the question, they should contact the NEOGOV Customer Support
Help Desk.
13. DOCUMENT OF WEB INTERFACE (IN)
NEOGOV will integrate the Insight website pages into the agency's existing web pages using the
standard NEOGOV career pages.
14. MAINTENANCE & SUPPORT
A. Service Types
NEOGOV Page 15 of 17
Scope of Work NEOGOV Im
1. Base Maintenance and Update Support
• Software Upgrades
All product upgrades to licensed modules and Insight Enterprise are included in the associated
NEOGOV annual license. Product upgrades occur in real time and are available upon next
login.
• Phone Support
Phone support is available from 6:OOAM — 6:OOPM PT Monday Friday, excluding NEOGOV
holidays.
• Remote Connectivity Support
Online support is available 24 x 7. Any cases logged online during off hours will be responded
to the next business morning.
• Response Times
Both phone and online case receipt are confirmed immediately. The length of time for a
resolution is fully dependent on the type of case (i.e., High/Medium/Low priority, question,
enhancement request). High priority issues such as system down are addressed immediately
and resolved ASAP. When any other cases are logged (that are not system down) those cases
are reviewed internally by NEOGOV, and then discussed and reviewed with the customer to
identify priority and resolution timeline.
IL Preventative System Maintenance
Preventive system maintenance is conducted by the NEOGOV staff and is addressed in a
variety of methods including scalable architecture and infrastructure, log checking,
performance maintenance, and other preventative tasks. The agency is not responsible for
system maintenance.
NEOGOV Page 16 of 17
Scope of Work
Order Form Terms and Conditions:
NEOGOV T"
(1) The Customer hereby orders and GovernmentJobs.com, Inc. (d/b/a NEOGOV, Inc., hereafter
"NEOGOV") agrees to provide the services described in this Order Form. THE SERVICES ARE
PROVIDED PURSUANT TO THE TERMS AND CONDITIONS OF THIS ORDER FORM AND
THE SERVICE AGREEMENT BETWEEN NEOGOV AND THE CUSTOMER.
(2) The Customer agrees that the payment schedule is as follows:
Provide all required software and Licenses
• One hundred percent (100%) of the prorated license price minus the credit is payable within thirty
(30) days of execution of this Order Form and Service Agreement. ($21,435.49)
Training
• One hundred percent (100%) of the non -recurring costs are to be paid to NEOGOV within thirty
(30) days of the execution of this Order Form and Service Agreement. ($1,500.00)
Software Implementation
• One hundred percent (100%) of the non -recurring costs are to be paid to NEOGOV within thirty
(30) days of the execution of this Order Form and Service Agreement. ($1,500.00)
(3) Neither the Customer nor NEOGOV will be bound by this Order Form until it has been signed by
authorized representatives of both parties.
(4) Changes or alterations to this Order Form will not be accepted.
THERE ARE SIGNIFICANT ADDITIONAL TERMS AND CONDITIONS, WARRANTY
DISCLAIMERS AND LIABILITY LIMITATIONS CONTAINED IN THE SERVICE AGREEMENT
BETWEEN THE CUSTOMER AND NEOGOV.
DO NOT SIGN THIS ORDER FORM BEFORE YOU HAVE READ THE SERVICE AGREEMENT IN
ITS ENTIRETY. YOUR SIGNATURE BELOW INDICATES THAT YOU HAVE READ THE
SERVICE AGREEMENT AND AGREE TO BE BOUND BY ITS PROVISIONS.
Customer NEOGOV
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Signature: signature:
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Print Name: _ _ Wy A H Print Name:
Title: c(h) MaIN.1wr Title:
Date: 3 )30 11 Date:
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NEOGOV, y, "City Clerk
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Page 17 of 17