CONTRACT 5607 Vender Agreement Agreement No. 5607
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NEOGOV ONLINE SERVICES AGREEMENT
THIS ONLINE SERVICES AGREEMENT and Order Form(collectively the"Agreement")is made and entered into as of date the last of the Customer or
NEOGOV has executed this Agreement("the"I'lflI ctive Mate"),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 EI Segundo(CA),a public entity
acting by and through its duly appointed representative("Customer').
1. Provision of Online Services. Customer's access to the Services for the reasonable time required to confirm
or deny suspicion,in addition to other lawful remedies as required.
(a) Services. Subject to the terms and conditions set forth herein,Customer
hereby engages NEOGOV, and NEOGOV hereby agrees, to provide (d) �Jq�Ameilq�treryr,! a gks, Customer will take reasonable steps to prevent
Customer with,and/or access to,the services(the"Services")described in this unauthorized access to the Services, including, without limitation, by
Agreement and in the order form attached hereto as Exhibit A(the"Order protecting its passwords and other log-in information for the Services.
Form"). Customer hereby acknowledges and agrees that NEOGOV's Customer will notify NEOGOV immediately of any known or suspected
provision and performance of, and Customer's access to, the Services is unauthorized use of the Services or breach of its security and will use best
dependent and conditioned upon Customer's full performance of its duties, efforts to stop any such breach.
obligations and responsibilities hereunder.
(e) Customer Fo ui amen Other than the Services provided by NEOGOV,
(b) Change Orders. Either party may initiate a change to any part of the Customer is responsible for all other services, equipment and facilities
Order Form by delivering a written change order request to the other party. (including,without limitation,all hardware,telecommunications equipment,
The receiving party shall notify the party making such request, in writing connectivity,cabling and software)required to access the Services. Customer
within ten(10)business days of such receiving party's receipt of such change shall be responsible for procuring all licenses of third party software necessary
order request,of such receiving party's acceptance or rejection of the proposed for Customer's use of the Services.
changes. If the receiving party fails to respond within such ten(10)business
day period, such receiving party shall be deemed to have rejected such 3. Maintenance and Sunnnrt Services.
proposed changes. If the receiving party approves such change order, the
parties shall agree on the estimate of time to complete the changes,associated (a) Maintenance. NEOGOV maintains NEOGOV's hardware/software
costs, an impact analysis indicating ramifications or impacts to the overall infrastructure for the Services and is responsible for maintaining the
project,a modification of any affected Fees,Services or deliverables,and any NEOGOV server operation,software delivery,and security for the Services.
other relevant details related to such change order. Preventive system maintenance is conducted by NEOGOV from time to time
and is addressed in a variety of methods including scalable architecture and
2. Customer Resnonsihili'ties. In connection with the performance of this infrastructure,log checking,performance maintenance,and other preventative
Agreement and the provision of the Services,Customer shall be responsible tasks. Customer is not responsible for NEOGOV system maintenance.
for the following:
(b) Modification. NEOGOV may periodically modify the features,
(a) (:'onanliaancc with laws. Customer shall be responsible for ensuring that components and functionality of the Services. NEOGOV shall have no
Customer's use of the Services and the performance of Customer's other liability for, or any obligations to, investments in or modifications to
obligations hereunder comply with all applicable rules,regulations,laws,code Customer's hardware,systems or other software which may be necessary to
and ordinances. use or access the Services due to a modification of the Services provided by
NEOGOV.
(b) (7ustouter Dutra and.'Website. While NEOGOV is responsible for data
integrity within the NEOGOV Servers,Customer shall be solely responsible (c) Support. Phone support for the Services is available to Customer
for (i) the accuracy and completeness of all records, databases, data and between the hours of 6:OOAM and 6:OOPM,Pacific Time,Monday through
information provided, submitted or uploaded by Customer or its authorized Friday, excluding NEOGOV holidays. Online support for the Services is
end users in connection with this Agreement or use of the Services,(ii)the available 24 hours a day, seven days a week. Both phone and online case
content,quality,performance,and all other aspects of the goods or services receipts are confirmed immediately. The length of time for a resolution of any
and the information or other content contained in or provided through problem is fully dependent on the type of case (i.e., High/Medium/Low
Customer's website, and (iii) making and keeping additional copies of all priority,question,enhancement request). High priority issues such as"system
Customer Data. Except set forth in Section 9, NEOGOV shall have no down"will be addressed immediately and resolved as soon as possible. All
obligation to provide or make available to Customer,and Customer shall have other issues are reviewed internally by NEOGOV,and then will be discussed
no right to receive,a copy of the Customer Data or any associated data files and reviewed with Customer to identify priority and a resolution timeline.
in any format.
(d) tlndates and Unerades. During the Term, NEOGOV will make all
(c) Acceptable Use. Customer shall not:(i)provide system passwords or Updates and Upgrades to the Services accessible to Customer at no additional
other log-in information for the Services to any third party except those expense to Customer. Upgrades are automatic and available upon Customer's
specifically authorized to access the Services in this Agreement; (ii) share next login to the Services following an Update or Upgrade. NEOGOV shall
non-public NEOGOV system features or content with any third party; (iii) have no obligation to provide, at no additional expense to Customer, major
access the Services in order to build, assist, or facilitate the assembly of a product enhancements and/or new features that NEOGOV markets separately
competitive product or service,to build a product using similar ideas,features, to other customers for an additional fee;provided,that,NEOGOV may,in its
functions or graphics of the Services,or to copy any ideas,features,functions sole discretion,elect to provide such enhancements or features to Customer
or graphics of the Services;(iv)reverse engineer,decompile,disassemble or on a case-by-case basis at no cost, NEOGOV shall have no liability for,or
otherwise attempt to discover or directly access the source code or any any obligations to,investments in or modifications to in Customer's hardware,
underlying ideas or algorithms of any portions of the Services or any systems or other software which may be necessary to use or access the
underlying software or component thereof; or(v)modify, create derivative Services due to an Update or Upgrade. For the purposes hereof,(i)"Update"
works from,distribute,publicly display,publicly perform,or sublicense the means any update,bug fix,patch or correction of the Services or underlying
Services except as expressly permitted by this Agreement. In the event that NEOGOV software that NEOGOV makes generally available to its third-
NEOGOV suspects any breach of the requirements provided in this Section party customers of the same module,excluding Upgrades,and(ii)"Upgrade'
2(c),including by way of users of Customer's system,NEOGOV may suspend means any update of the Services or underlying NEOGOV software such as
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Agreement No. 5607
bug fixes, platform updates, and major product enhancements and/or new execution,delivery and performance of this Agreement by such party does not
features that NEOGOV makes commercially available and does not market conflict with any agreement,instrument or understanding,oral or written,to
separately to other customers on a custom,exclusive basis for a separate fee 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
(e) Training. NEOGOV will provide Customer with access to the online having jurisdiction over it.
training materials.All NEOGOV provided training materials will be provided
online,unless otherwise set forth in the Order Form. (b) Scrydcc Perforraaanc,e Wtarraaniv. NEOGOV warrants that it will perform
the Services in a manner consistent with industry standards reasonably
(� Limitations. This Agreement does not obligate NEOGOV to render any applicable to the performance thereof
maintenance or support services that are not expressly required to be provided
by NEOGOV in this Agreement,including,but not limited to,training,data (c) No Other Warrantv. EXCEPT FOR THE EXPRESS WARRANTIES
conversion,and program modification and enhancement. SET FORTH IN THIS SECTION 5,THE SERVICES ARE PROVIDED ON
AN"AS IS"BASIS,AND CUSTOMER'S USE OF THE SERVICES IS AT
4. Ow nershin and Protection. ITS OWN RISK. NEOGOV DOES NOT MAKE, AND HEREBY
DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED
(a) Customer Data. The Parties agree that as between NEOGOV and WARRANTIES, INCLUDING,BUT NOT LIMITED TO, WARRANTIES
Customer,data or information received or uploaded by Customer,and retained OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
by Customer on NEOGOV Servers,is the sole property of Customer,subject NONINFRINGEMENT AND TITLE,AND ANY WARRANTIES ARISING
only to the rights of data subjects and the law (the "Customer Data"). FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
NEOGOV shall acquire no rights in any Customer Data and process Customer NEOGOV DOES NOT WARRANT THAT THE SERVICES WILL BE
Data only to provide the Services or as otherwise instructed by Customer,or UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR
as may be required or permitted by applicable law. THAT ANY ERROR WILL BE CORRECTED.
(a) I::t""c-i' "u".._I,lldt l(c5taiel„LI211g y. As between NEOGOV and Customer, (d) Disclaimer of Acflons Caused 'hv and/or Under the C:;a�aaRrc�9_.ppd�.�Elp.tµtE
NEOGOV shall exclusively own all right, title and interest in and to all Parties. NEOGOV DOES NOT AND CANNOT CONTROL THE FLOW OF
Services(including any Update or Upgrade thereto),NEOGOV's products, DATA TO OR FROM THE NEOGOV SYSTEM AND OTHER PORTIONS
system, any software (including any source code or object code) or OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE
documentation related thereto,any trademarks,service marks,logos and other PERFORMANCE OF INTERNET SERVICES PROVIDED OR
distinctive brand features of NEOGOV and all Proprietary Rights embodied CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR
therein(collectively,the`"NF'0GOV Inte.11ectuad l'roncriv"). INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT
CUSTOMER'S CONNECTIONS TO THE INTERNET (OR PORTIONS
(b) Grant to Use Ccrvia n Dala. Customer agrees that NEOGOV may collect, THEREOF). ALTHOUGH NEOGOV WILL USE COMMERCIALLY
disclose,and use quantitative and non-personal data derived from the use of REASONABLE EFFORTS TO TAKE ALL ACTIONS IT DEEMS
NEOGOV Services for analysis, to provide Services to Customer, develop APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS,NEOGOV
improvements to Services, benchmarking, analytics, marketing,job-seeker CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR.
services,and internal business purposes for job-seeker and Customer benefit. ACCORDINGLY, NEOGOV DISCLAIMS ANY AND ALL LIABILITY
RESULTING FROM OR RELATED TO SUCH EVENTS.
(c) ,Iw c l c tltdabla a'.liLL tits. This Agreement does not convey or transfer title
or ownership of the NEOGOV Intellectual Property to Customer or any of its (e) Cmmnliancc with Policies.During this Agreement, Parties shall
users. Except as expressly set forth in Section 4(e),this Agreement does not observe and comply with NEOGOV policies, including but not limited to
grant Customer any licenses or other rights with respect to any of the Service Level Warranties, Malicious Traffic, Privacy, Incident Response,
NEOGOV Intellectual Property. All rights not expressly granted herein are Retention,and Cookie Policies(the"Policies"),as from time to time may be
reserved by NEOGOV. amended and of which applicable provisions are incorporated herein by
reference.Copies of Policies will be provided upon request.Customer shall
(d) NPOGIOV License Grant. NEOGOV's approved logos and trademarks be notified in the event material change to such Policies.
(the"Aonroved Marks"),including the"powered by"logo,will appear on the
"employment opportunities", `job description" and other NEOGOV hosted G. Publicity. Following the mutual execution and delivery of this
pages. NEOGOV hereby grants to Customer a limited, revocable, non- Agreement, each party hereto may advertise, disclose and publish its
exclusive,non-transferable,non-sublicensable license during the Term to use relationship with the other party under this Agreement. NEOGOV may
and reproduce the Approved Marks solely for purposes set forth in this Section display Customer's name and logo in connection with such advertisement,
4(e). All uses of the Approved Marks shall conform to NEOGOV's standard disclosure and publishing.
guidelines and requirements for use of the Approved Marks.
7. Nondisclosure. Through exercise of each party's rights under this
(e) Privacy. NEOGOV will have no responsibility or liability for the Agreement, each party may be exposed to the other party's technical,
accuracy of the Customer Data. Customer shall comply with all applicable financial,business, marketing, planning,and other information and data, in
laws and regulations relating to (i) the privacy of users of the Services, written, oral, electronic, magnetic, photographic and/or other forms,
including,without limitation,providing appropriate notices to and obtaining including,but not limited to(a)oral and written communications of one party
appropriate consents from any individuals to whom Customer Data relates; with the officers and staff of the other party which are marked or identified as
and(ii)the use,collection, retention, storage, security, disclosure,transfer, confidential or secret or similarly marked or identified, (b) other
disposal, and other processing of any Customer Data (including any communications which a reasonable person would recognize from the
personally identifiable information). Without limiting the generality of the surrounding facts and circumstances to be confidential or secret and(c)trade
foregoing,in using the Services or any other NEOGOV Intellectual Property, secrets(collectively,"L`,L�arelieln�ial,�„Iirefaaraarezatdaan ).In recognition of the other
Customer will not disclose or provide to NEOGOV any personally identifiable party's need to protect its legitimate business interests, each party hereby
information of any other person or entity. covenants and agrees that it shall regard and treat each item of information or
data constituting Confidential Information of the other party as strictly
5. I'eprescntaatlons.'I1''arranties and D�'isclaainrers. 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
(a) Authority. Each party represents and warrants to the other party that(i) permitted or authorized herein or(z)except as required by law including the
it has full power and authority under all relevant laws and regulations and is Public Records Act of the Customer's State, redistribute, market, publish,
duly authorized to enter into this Agreement; and (ii)to its knowledge, the disclose or divulge to any other person,firm or entity,or use or modify for
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Agreement No. 5607
use,directly or indirectly in any way for any person or entity:(i)any of the collectively,the"Term") unless a party delivers to the other party, at least
other party's Confidential Information during the Term and for a period of ninety(90)days prior to the expiration of the Initial Tenn or the applicable
three(3)years thereafter or,if later,from the last date Services(including any Renewal Term, written notice of such party's intention to not renew this
warranty work)are performed by the disclosing party hereunder;and(ii)any Agreement,or unless terminated earlier in accordance with this Agreement.
of the other party's trade secrets at any time during which such information In the case of professional services, if no end date is specified in the SOW,
shall constitute a trade secret under applicable law. In association with then the SOW shall expire upon completion of professional services or early
NEOGOV's concern for the protection of trade secrets, Confidential termination as permitted by this Agreement.
Information,and fair market competition,Customer acknowledges all photos,
"screen captures",videos,or related media of NEOGOV products,pages,and (b) Termination. NEOGOV may suspend the Services or terminate this
related documentation shall be approved by NEOGOV prior to any publicly Agreement immediately in the event of any of the following: (A)Customer
accessible disclosure of such media. 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)
8. Liabi ilv Limitations. 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)
(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE the Services provided hereunder become illegal or contrary to any applicable
LAW,IN NO EVENT SHALL NEOGOV HAVE ANY LIABILITY TO law,rule,regulation,public policy.Customer may terminate this Agreement
CUSTOMER OR TO ANY OTHER PERSON OR ENTITY ARISING immediately if NEOGOV is in material breach of this Agreement and such
OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, breach is not cured within thirty(30)days following Customer's written notice
WITHOUT LIMITATION, CUSTOMER'S USE OR,OR INABILITY thereof.
TO USE,THE SERVICES,UNDER ANY CIRCUMSTANCE,CAUSE
OF ACTION OR THEORY OF LIABILITY,OR DUE TO ANY EVENT (c) Effect of Termination. Upon expiration or any termination of this
WHATSOEVER, FOR ANY CONSEQUENTIAL, INDIRECT, Agreement,Customer shall cease all use and refrain from all further use of the
INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES OF ANY Services and other NEOGOV Intellectual Property. Additionally,Customer
KIND,INCLUDING,WITHOUT LIMITATION,LOSS OF BUSINESS shall be obligated to pay, as of the effective date of such expiration or
OPPORTUNITY OR PROFIT,LOSS OF USE,LOSS OF GOODWILL termination,all amounts due and unpaid to NEOGOV under this Agreement.
OR BUSINESS STOPPAGE,EVEN IF NEOGOV KNEW OR SHOULD In the event that Customer elects to receive Insight data files from the
HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. NEOGOV system,NEOGOV shall provide Customer with a dedicated flat
data file in .CSV format or provide a proprietary and confidential delete of
(b) WITHOUT LIMITATION OF SECTION 8(A), EXCEPT FOR data. Such data files will be comprised of Customer's standard data contained
DAMAGES ARISING OUT OF NEOGOV'S GROSS NEGLIGENCE in NEOGOV's Insight Enterprise(IN)system. NEOGOV retains the right to
OR WILLFUL MISCONDUCT, THE TOTAL LIABILITY OF purge such data files from NEOGOV's systems without consent from, or
NEOGOV FOR ANY AND ALL CLAIMS AGAINST NEOGOV UNDER notice to,the Customer after ninety(90)days after the date of expiration or
THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID termination of this Agreement.
BY CUSTOMER TO NEOGOV UNDER THIS AGREEMENT DURING
THE INITIAL TERM. THE FOREGOING LIMITATION OF (d) Survival. Sections 2,4(a)through 4(d),4(f),5,6,7,8,9(c),9(d),12 and
LIABILITY IS CUMULATIVE WITH ALL PAYMENTS FOR 13 shall survive the termination or expiration of this Agreement.
CLAIMS OR DAMAGES IN CONNECTION WITH THIS
AGREEMENT BEING AGGREGATED TO DETERMINE 10. Payments.
SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR
MORE CLAIMS WILL NOT ENLARGE THE LIMIT. THE PARTIES (a) Pavment Terms. Except as expressly set forth in the applicable Order
ACKNOWLEDGE AND AGREE THAT THIS LIMITATION OF From or SOW,Customer will pay all Fees set forth in the Order Form or SOW
LIABILITY IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE in accordance with the following:(i)NEOGOV Fees are invoiced annually in
BARGAIN BETWEEN THE PARTIES AND SHALL APPLY advance and NEOGOV may invoice all Fees due under this Agreement in one
NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL invoice for each invoice period;(ii)invoices shall be delivered to the stated
PURPOSE OF ANY LIMITED REMEDY. EACH PARTY "Bill To"party on the Order Form (iii)Customer shall pay NEOGOV the
ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY applicable fees(collectively,the"Fees")within the applicable time periods as
REFLECTS AN INFORMED, VOLUNTARY ALLOCATION follows:
BETWEEN THE PARTIES OF THE RISKS (KNOWN AND
UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS (A) Customer shall pay all annual recurring Fees (including for any
AGREEMENT AND HAS BEEN TAKEN INTO ACCOUNT AND NEOGOV Integrations)for the Initial Term within thirty(30)days
REFLECTED IN DETERMINING THE CONSIDERATION TO BE of the date of Customer's execution and delivery of this Order
GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE Form;
DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT. (B) 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) Indenendent Allocations of Risk.Each provision of this Agreement that (C) Customer shall pay all setup and implementation Fees within thirty
provides for a limitation of liability,disclaimer of warranties,or exclusion of (30)days of the date of Customer's execution and delivery of this
damages represents an agreed allocation of the risks of this Agreement this Order Form;
between the Parties. This allocation is reflected in the pricing offered by (D) any other Fees owed by Customer to NEOGOV pursuant to this
NEOGOV to Customer and is an essential element of the basis of the bargain Agreement shall be paid by Customer within thirty(30)days of
between the Parties.Each of these provisions is severable and independent of Customer's receipt of NEOGOV's invoice therefor;
all other provisions of this Agreement,and each of these provisions will apply (E) Customer shall pay all annual recurring Fees(including for any
even if the warranties in this Agreement have failed of their essential purpose. NEOGOV Integrations)for any Renewal Term within thirty(30)
days of Customer's receipt of NEOGOV's invoice therefor.
9. Term and Termination.
NEOGOV may,in its sole discretion,increase the Fees for any Renewal Term.
(a) Terni. This Agreement shall commence on the Effective Date and NEOGOV shall provide Customer with written notice of any such Fee
remain in effect for the initial term set forth on the Order Form, unless increase at least sixty(60)days prior to the commencement of such Renewal
terminated earlier in accordance with this Agreement (the "Initial Term"). Tenn.
Thereafter, this Agreement shall automatically renew for successive twelve
(12)month terms(each a"Renewal Term"and together with the Initial Term, (b) Upon execution by Customer and NEOGOV,each Order From and/or
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Agreement No. 5607
SOW is non-cancellable and non-refundable except as provided in this
Agreement, and the Term as set forth in the Order Form for NEOGOV 13. Insurance.Before commencing performance under this Agreement,and
subscriptions is a continuous and non-divisible commitment for the full at all other times this Agreement is effective,CONTRACTOR must procure
duration of the Term regardless of any invoice schedule. Customer may and maintain the following types of insurance with coverage limits
withhold from payment any charge or amount disputed by Customer in good complying,at a minimum,with the limits set forth below:
faith pending resolution of such dispute,provided that Customer:(i)notifies
NEOGOV of the dispute prior to the date such payment is due,specifying in Type of Insurance Limits(combined single)
such written notice (A) the amount in dispute, and (B) the reason for the
dispute set out in sufficient detail to facilitate investigation by NEOGOV and Commercial general liability: $1,000,000
resolution by the parties;(ii)makes timely payment of all undisputed charges Workers compensation Statutory requirement
and amounts; (iii) works diligently with NEOGOV to resolve the dispute
promptly; and (iv) pays all amounts that are determined to be payable by Commercial general liability insurance will meet or exceed the requirements
resolution of the dispute(by adversarial proceedings,agreement or otherwise) of ISO-CGL Form No.CG 00 01 11 85 or 88.The amount of insurance set
within ten(10)days following such resolution. forth above will be a combined single limit per occurrence for bodily injury,
personal injury,and property damage for the policy coverage.Liability
(c) i7pulc�l I'e s, In the event any undisputed amount due is not paid policies will be endorsed to name City,its officials,and employees as
when due,the recipient shall pay to the other party late payment interest on all "additional insureds"under said insurance coverage and to state that such
undisputed amounts past due from such due date therefore until paid in full at insurance will be deemed"primary"such that any other insurance that may
a rate equal to the lesser of: (i) one percent (1%) per month; or (ii) the be carried by City will be excess thereto.Such endorsement must be
maximum interest rate permitted by applicable law. reflected on ISO Form No.CG 20 10 1185 or 88.Such insurance will be on
an"occurrence,"not a"claims made,"basis and will not be cancelable or
(d) Customer Purchnsc Orders.If Customer issues a purchase order,then it subject to reduction except upon thirty(30)days prior written notice to City.
shall be for the full amount set forth in the applicable Order Form or SOW,
and NEOGOV hereby rejects any additional or conflicting terms appearing in CONSULTANT will furnish to City duly authenticated Certificates of
a purchase order or any other ordering materials submitted by Customer,and Insurance evidencing maintenance of the insurance required under this
conditions assent solely based on the terms and conditions of this Agreement Agreement,endorsements as required herein,and such other evidence of
as offered by NEOGOV.Customer agrees that a failure to provide NEOGOV insurance or copies of policies as may be reasonably required by City from
with a corresponding purchase order shall not relieve Customer of its time to time.Insurance must be placed with insurers with a current A.M.
obligations to provide payment to NEOGOV pursuant to this Section 10. Best Company Rating equivalent to at least a Rating of"A:VII."
(e) Taxes. Customer will pay all taxes, duties and levies imposed by all Should CONSULTANT,for any reason,fail to obtain and maintain the
federal,state and local authorities(including,without limitation,export,sales, insurance required by this Agreement,City may obtain such coverage at
use, excise, and value-added taxes) based on the transactions or payments CONSULTANT's expense and deduct the cost of such insurance from
under this Agreement,except those taxes imposed or based on NEOGOV's payments due to CONSULTANT under this Agreement or terminate.
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) 14.Miscellaneous.
days of NEOGOV's request therefor.
(a) Assienment This Agreement may not be assigned by either party
11. Force Maieure. NEOGOV shall not be liable for any damages,costs, without the express written approval of the other party and any attempt at
expenses or other consequences incurred by Customer or by any other person assignment in violation of this Section 13(a)shall be null and void.
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, (b) );wvgtrr gra rncr tw_AriieL lrn7, Til. This Agreement and the Order Form
without limitation: (a)acts of God;(b)changes in or in the interpretation of constitute the entire agreement between the parties with respect to the subject
any law, rule, regulation or ordinance; (c) strikes, lockouts or other labor matter hereof and supersede all prior or contemporaneous oral and written
problems;(d)transportation delays;(e)unavailability of supplies or materials; statements of any kind whatsoever made by the parties with respect to such
(f)fire or explosion;(g)riot,military action or usurped power;or(h)actions subject matter. This Agreement may not be modified or amended(and no
or failures to act on the part of a governmental authority. rights hereunder may be waived)except through a written instrument signed
by the party to be bound.
12. I vbaek (3nuse. It is understood and agreed by Customer and
NEOGOV that any governmental entity(the"New Entity")may purchase the (c) Governine Law. This Agreement shall be governed by and construed in
services specified herein in accordance with the terms and conditions of this accordance with the laws of Customer's State,without giving effect to conflict
Agreement. It is also understood and agreed that each New Entity will of law rules.
establish its own contract with NEOGOV,be invoiced therefrom and make its
own payments to NEOGOV in accordance with the terms of the contract (d) Severabilitv. If any provision of this Agreement is held to be illegal or
established between the New Entity and NEOGOV. With respect to any unenforceable,such provision shall be limited or eliminated to the minimum
purchases by a New Entity pursuant to this Section,Customer:(i)shall not be extent necessary so that the remainder of this Agreement will continue in full
construed as a dealer,re-marketer,representative,partner or agent of any type force and effect and enforceable.
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 (e) Indeancndcnt t:,'.onlraetor:Third Pam Aereemcots. Customer is and shall
the agreement or for any payment required to be made with respect to such be deemed to be an independent contractor of NEOGOV and nothing
order;and(iii)shall not be obliged,liable or responsible for any failure by any contained herein shall be deemed to constitute a partnership between or a joint
New Entity to comply with procedures or requirements of applicable law or venture by the parties hereto,or constitute either party the employee or agent
to obtain the due authorization and approval necessary to purchase under the of the other. Customer acknowledges that nothing in this Agreement gives
agreement. Termination of this Agreement shall in no way limit NEOGOV Customer the right to bind or commit NEOGOV to any agreements with any
from soliciting,entering into,or continuing a contractual relationship with any third parties. This Agreement is not for the benefit of any third party and shall
New Entity of which procured NEOGOV services using this Agreement.In not be deemed to give any right or remedy to any such party whether referred
the event this Agreement is terminated,the agreement between the New Entity to herein or not.
and NEOGOV shall survive,subject to local procurement law.
(f) Cost of Reauests. In the event NEOGOV is required to provide a data
dump or respond to a subpoena, court order or other legal process for the
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Agreement No. 5607
production of documents and/ or testimony relative to this Agreement or
Customer's use of the Services,Customer agrees to compensate NEOGOV at (i) Attornevs' Fees, Should either party hereto initiate a legal or
hourly rates for the time expended to provide a response,and to reimburse administrative action or proceeding(an"Action")to enforce any of the terms
NEOGOV for any out-of-pocket costs incurred. or conditions of this Agreement, the prevailing party shall be entitled to
recover from the losing party all reasonable costs of the Action, including
(g) Notices. All notices or other communications required or permitted without limitation attorneys'fees and costs.
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 0) Conflict. In the event of a conflict between the body of this Agreement
recognized overnight courier or electronic mail, or three (3) business days and the Order Form,the terms of the body of this Agreement shall control,
following deposit in the U.S. mail, registered or certified,postage prepaid,
return receipt requested. All such communications shall be sent to (i) (k) Countemarts. This Agreement may be executed in two or more
Customer at the address set forth in the Order Form and(ii)NEOGOV at the counterparts,each of which will be deemed an original,but all of which taken
address set forth in the introductory paragraph hereof. Notice of change of together shall constitute one and the same instrument. Delivery of a copy of
address shall be given by written notice in the manner detailed in this Section 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.
(h) 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.
IN WITNESS WHEREOF,the parties have caused this Agreement to be executed by their respective duly authorized officers as of the Effective Date.
Customer: Government.o4m.com,Inc.(4h M VI CM a California Corporation
Signature: Signature: y
Print Name: ,r � tM+ ° 4� Print Name: _�?hq,,Closs
Title: i FIA_ Title: Controller
Date: '/�,, Date: 10/19/2018
Ci Cler
City of EI Segundo
;C1YpT FOATT" RNEY
s�l�
NEOGOV Page 5 of 9
Agreement No. 5607
EXI11131T A—ORDER FORM
Customer&Customer Address: BillTo(if different than 0sshmser Address):
City of EI Segundo(CA) City of EI Segundo(CA)
Accounts Payable/HR
350 Main Street
EI Segundo,CA 90245
Phone:310-524-2332
Email:AP@elsegundo.org
Perforin—'12 months frown con
Quote Date:G/1/18 tn!uurt execution
Valid To:Today plus 30 days Initial Term: .Free'below for other products
Billing Frequency: Annual
Annual Recurrtune I'ges
Line Description' Initial.Annual„'Recurring Fce'
l Insight Enterprise Ed
N)Subscription(License runs 12/13/18
'g Edition(I -12/12/19) $8,118.50
2,. GovemmentJobs.com Job Posting Subscription(GJC)(License runs 1/1/19-12/31/19) $1,12500
3. Perform(PE)Subscription for—250 emplovees $11,954„00
R 4. Onboard(ON)Subscription(License runs 8/1/18—7/31/19) $9,194.00
5. Learn(LE)Subscription NA
6 NEOGOV Integrations Subscription NA
Sub Total: $30,391.50
Non•'Recurr ing..t"°.::ti
Line Description' Non-Recurring Fees
NEOGOV Services
G. Insight(IN)
Setup and Implementation
............
Training
7. Perform(PE)
Setup and Implementation $2,500.00
Training $2,500.00
8. Onboard(ON)
Setup and Implementation _ $1,500.00
Training _ $1,500.00
Onboard form building as Professional Service
9. Learn(LE)
Setup and Implementation
Training
10. NEOGOV Integrations
Setup and Configuration
Sub Total: $8,000.00
Order Total: $38,391.50
'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.
2 The annual recurring Fees for a Renewal Term are subject to increase pursuant to the Agreement.
1. LLLc1jp'inuol'Sier'vices.
(a) lusisrlut Enterprise 0N) 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/approve requisitions and hire actions online, and certify eligible lists
electronically. A subscription to Insight Enterprise(IN)will include the following:
NEOGOV Page 6 of 9
Agreement No. 5607
Recruitment: Selection:
• Online job application • Configurable supplemental questions
• Configurable Career site • Define unique automatic scoring plans
• Automatic online job interest cards • Test analysis and pass-point setting
• Recruitment and examination planning • Score,rank,and refer applicants
Anolicant'Iraackinv� 1'tenanh t»and Analvsi:s
• Email and hardcopy notifications • 90 standard system reports
• EEO Data collection and reports • Ad hoc reporting tool
• Track applicants by step/hurdle
• Schedule written,oral,and other exams HR Automation:
• Candidate self-service portal for scheduling and application status • Automatically route job requisitions and hire actions for approval
• Automatically score and pass/fail applicants based on scoring
"ymupl C?�e,;s; plans
• NEOGOV will provide the URLs for the Career Pages, which the • Automatically email users when there are candidates sent to them
Customer will use to advertise on their website.Customer will need for review
to change the IP addresses for the following three Customer website • Automatically email jobseeker job interest card notices for jobs
links(NEOGOV will provide the new link addresses): posted on the main job openings page
•, Job openings
• Promotional job openings Insielat]"raio'imr
• Transfer Job openings • NEOGOV will create a Customer-specific training environment
• Class Specifications for Insight Enterprise (IN), which is used by Customer during
•, Job Interest Cards training and afterwards to train in prior to moving into production,
• Customer will have full access to the demo/training environment
Ootionaal IntcatraAiM& setup for Insight Enterprise(IN).
• Customer may export data from and to Insight Enterprise (IN)to • NEOGOV training is available online (web-based, pre-built,
integrate with other systems. Specifications regarding optional,for content)unless otherwise proposed as included in the Order Form.
cost, NEOGOV integrations can be made available to Customer, • NEOGOV's pre-built,online training consists of a series of web
including: courses as well as a series of hands-on exercise designed to
• Configure New Hire Export Interface introduce the standard features and functions and may be used as
• Configure Position Control Import Interface reference material by the staff following training to conduct day-
• Class Spec Interface to-day activities.The pre-built,online training includes exercises
• Employee Integration that are designed to be flexible enough to allow Customer led
• As part of each such integration,NEOGOV shall: training sessions internally to introduce user-specific
• Conduct project scope, review integration plan, discuss requirements and processes for staff to learn the system as closely
timeline,and set schedule for required meetings. as possible to the customer's actual recruitment processes after go-
• Provide Integration Worksheets and/or guides. live.
(b) {'°axle rrritrrgpat.�Jrla�;Jtta_.lemrokaB'cam4_r17 Stahmsril►it�n. A subscription to GovernmentJobs.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 of Onboard forms
• Federal 19 and W4 forms
• Checklists of tasks to create specific Onboard process by position,department,division or class spec
• Configurable new hire portal
NEOGOV Page 7 of 9
Agreement No. 5607
• Ability to promote,rehire and offboard employees(task assignment based on new position)
• Global form bank
• Configurable Email Notifications
• Automation of Onboard process
• Build your own Onboarding forms.Onboard(ON)includes Federal I9 and Federal W4 forms which are updated as new versions are released.
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(LE). Learn(LE)is designed to provide a seamless experience for organizations to train and develop employees.LE 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(LE)will including the following:
• Create,schedule,enroll learners in,and track completion of online and in-person,classroom trainings
• Ability to upload SCORM 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 are enrolled in
• Hundreds of`off-the-shelf online courses
• Learn Setup and Implementation will include the following activities:
• 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.
(f) NEilc"0V Tra mine.
• 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.
(g) I*1b.iC)GOV Iml ti1g11�iJy1r. 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 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 confirm the rollout was completed successfully and that any production
questions are addressed promptly.
(h) h t,-iQQ;)V Irrtc r,rpi rite. 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).
2. Miscellaneous.
(a) 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.
NEOGOV Page 8 of 9
Agreement No. 5607
INIIE °
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
Customer: NEOGOV:Govern ment,10b�COM 41c.
Signature: Signature: "
Print Name: _ Print Name: 1p Closs
Title: Title: Controller
Date: Date: 10/19/2018
NEOGOV Page 9 of 9