HomeMy WebLinkAbout25A - AGMT INSIGHT SERVICESREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
JUNE 5, 2018
TITLE:
EXECUTE AN AGREEMENT WITH
GOVERNMENTJOBS.COM, INC. (dba
"NEOGOV") FOR INSIGHT SERVICES
(STRATEGIC PLAN NO. 7, 5A}
iz � in -
W MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
❑ As Recommended
❑ As Amended
❑ Ordinance on 1s' Reading
❑ Ordinance on 2nd Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
Authorize the City Manager and Clerk of the Council to approve a two year agreement with
NEOGOV, for the period of June 25, 2018 through June 24, 2020 for the use of "Insight," a Human
Resources Recruitment and Applicant Platform service in the amount not to exceed $31,567,
subject to non -substantive changes approved by the City Manager and City Attorney.
DISCUSSION
In alignment with the City Strategic Plan, which promotes innovation and efficiency, staff
recommends adopting an agreement with NEOGOV, the City's current vendor for Applicant
Tracking, in order to continue efficient recruitment, testing and hiring. The agreement helps
automate business processes for greater efficiency and process improvement. The platform allows
Human Resources staff to collect applications, run applicant and recruitment data, and
electronically notify candidates of their status. In addition, it assists staff with workflow processes
and efficiency by enabling departments to request to fill vacancies and complete hire action
paperwork electronically. NEOGOV's online applicant tracking and recruitment system also cross
lists the City's job openings so we are able to reach a wider applicant base.
The Insight system directly imports new employee information into the Onboarding system already
contracted by the City to streamline the onboarding process. The combined systems increase the
efficiency of the recruitment cycle.
STRATEGIC PLAN ALIGNMENT
Approval of this item allows the City to meet Goal #7 — Team Santa Ana, Objective #5 (Create a
culture of innovation and efficiency within the organization), Strategy A (Promote the use of new
technology to improve the delivery of services and information to staff and the community).
25A-1
Agreement with Government Jobs.com
June 5, 2018
Page 2
FISCAL IMPACT
Funds will be budgeted and made available in the Human Resources Contract Services -
Professional account (no. 01109050-62300) as follows:
Fiscal Year
Total Amount
2018-2019
$15,550
2019-2020
$16,017
Total:
$31,567
Human Resources Department
�I
JaCiulla
Ch f Technology Innovations Officer
Information Technology Department
APPROVED AS TO FUNDS AND ACCOUNTS:
�m3` 1 Amt l—��e `i •�
Francisco Gutierrez
Executive Director yam"
Finance and Management Services Agency
Exhibit: 1. GovernmentJobs.com, Inc. (dba "NEOGOV") Service Agreement
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NEOGOT
ONLINE SERVICES AGREEMENT
THIS ONLINE SERVICES AGREEMENT (this "Agreement") is made and entered by and between
GovernmentJobs.comp Inc., a California corporation doing business as NEOGOV C' EN OGOV"), with offices at 300
Continental Blvd., Suite 565, EI Segundo, California 90245, and The City of Santa Ana, CA a public entity acting by
and through its duly appointed representative ("Customer').
1. 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, tate Services is
dependent and conditioned upon Customer's full performance of its duties, obligations and responsibilities hereunder.
(b) Chance 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 tanking such request, in
writing within ten (10) business days ol'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, such 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 Fces,
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 tate 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 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 2fe1, including by way of users of Customer's system, NEOGOV may 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.
NEOGOV
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NEOGOW
(e) Customer Eeuioment. 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.
3. 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 ormodifications 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) Support. Phone support for the Services is available to Customer between the hours of 6:OOAM and
6:OOPM, Los Angeles 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 Uogrades. 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 login 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)
"Up rg ade" 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.
(t) 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.
NEOGOV
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N EOGOT
(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.
(0 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
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 Warranty. 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.
NEOGOV
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NEOGOW
(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 TARE 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 party 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.
8. 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 ORTHEORY 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 S(A), 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
NEOGOV
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NEOGOW
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.
9. 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 Tenn, written notice of such party's
intention to not renew this Agreement, or unless terminated earlier in accordance with this Agreement.
(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.
(e) 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.
(B) 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
NEOGOV
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NEOGOW
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, Mal through 4(d), 4 f , 5, 6, 7, 11, 9(c), 9(d), 12 and 13 shall survive the
termination or expiration of this Agreement.
10. 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.
(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.
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: (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; (0 fire or explosion; (g) riot, military
action or usurped power; or (h) actions or failures to act on the part of a governmental authority.
12. Piagvback 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) 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 (arid 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.
NEOGOV
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N EOGOT
(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 necessaryso 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 parry 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 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
13(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 party 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.
Q) Counteroarts. 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.
NEOGOV
[Signature Page Follows]
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NEOGOV'
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly
authorized officers as of the Effective Date.
Customer: geA C-AEachea
Signature: 'SZgn ane
Print Name:
Title:
Date:
NEOGOV: Governmentdobs.com, Inc., a California corporation
Signature:
Print Name:
Title:
Date:
1\1:1010taPA
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
MARIA HUIZAR
Clerk of the Council
SONIA R. CARVALHO
City Attorney
By: c (aw",a.. A • i ts�rL.
Laura A. Rossini
Senior Assistant City Attorney
RECOMMENDED FOR APPROVAL:
STEVEN V. PHAM
Executive Director of Personnel Services
CITY OF SANTA ANA
Raul Godinez, II.
City Manager
25A-11
Addendum 1
Customer:
EXHIBIT A — RENEWAL FORINT
Bill To:
Santa Ana. City of (CA)
2018-2019
Maribel Carmona
Um
Unlimited Customer Support M — F, 6:00 AM — 6:00 PM PT
Santa Ana, City of (CA)
Insight Software License
Product Upgrades to Licensed Software
Purchasing, M-16
License Subscription & Maintenance (6/25/2018 to
$15,550.00
PO Box 1988
6/24/2020)
Santa Ana CA 92702-1988
Phone:
Email:
Ouote Date:
4/5/2018
Revision: 1
Valid From:
N/A
Valid To:
N/A
Order Number:
Requested Service Date:
TBD
Initial Term: See below
Order Summary NOTE: The following discounts are available if the contract is pre -paid for tate
specified number of years: 2 year = 4% discount, 3 year = 6% discount, 4 years = 8% discount, 5 years =
10% off your ongoing annual license
Total
$15,550.00 $16,016.50
Includedwith.License
2018-2019
2019-2020
Um
Unlimited Customer Support M — F, 6:00 AM — 6:00 PM PT
Insight Software License
Product Upgrades to Licensed Software
License Subscription & Maintenance (6/25/2018 to
$15,550.00
$16,016.50
6/24/2020)
Total
$15,550.00 $16,016.50
Includedwith.License
Unlimited Customer Support M — F, 6:00 AM — 6:00 PM PT
Product Upgrades to Licensed Software
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Addendum 1
Order Detail
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 Customers 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
• Certificationleligible lists
2.0 GovernmentJobs.com Job Posting Subscription
(GJC) License Subscription
• 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 webpage's are not advertised on
GovernmenUobs.com as these are typically for internal employees.
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Addendum 1
3.0 NEOGOV Perform (PE) NA
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
c Ability to perform actions in bulk for Employees & Evaluations
4.0 NEOGOV Onboarding (ON)
License Subscription to NEOGOV ON
• Electronic Employee File
• W4
0 19
0 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 NA
NEOGOV offers Standard Integrations as well as platform APIs for 3r1 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 requirements, timelines, and associated costs (if applicable).
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Addendum 1
6.0 NEOGOV Services NA
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.
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Addendum 1
Order Form Terms and Conditions:
(1) The Customer hereby orders and GovetnmenUobs.com, Inc. (d/b/a NEOGOV, Inc., hereafter
"NEOGOV") agrees to provide the services described in this Order Form. THE SERVICES
ARE PROVIDED PERSUANT 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 annual license price is payable within thirty (30) days of
execution of this Order Form and Service Agreement.
Sof -warc Provisioning
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 Fonn and Service Agreement. N/A
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. N/A
(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
Sigmature:
Print Name:
Title:
Date:
NEOGOV, Inc.
'Se�, 20AaCh<A Signature:
Sipg:! i lYt a� Af. Print Name:
Title:
GovernmentJobs.com, Inc.
Date:
Proprietary and Confidential Page 5 of 6
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Addendum 1
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
CITY OF SANTA ANA
MARIA HUIZAR Raul Godinez, II.
Clerk of the Council City Manager
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By:
Laura A. Rossini
Senior Assistant City Attorney
RECOMMENDED FOR APPROVAL:
STEVEN V. PHAM
Executive Director of Personnel Services
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