NEOGOV / HR Software 16NEOGO M
Service Aereement
THiS ONLINE SERVICES AGREEMENT (this -'Agreement") is made and entered into this _28th day of
June , 201 6_, by and between GovernmentJobs.com, inc., a California corporation (d/b/a "NEOGOV"),
and the City of La Quinta, 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 and/or 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 dale for the CCD Statement of Work and an impact analysis indicting 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.
3. Customer Responsibilities. to 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, ror the accuracy and completeness of all records
and databases provided by Customer in connection with this Agreement for use on NEOGOV's system.
4. Ownership, Protection and Security.
(a) The parties agree that the NEOGOV marks and the 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 databases 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.
(d) NEOGOV grants to Customer a limited license during the term of this Agreement to use and reproduce NEOGOV's
trademarks and logos ror 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,
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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.
(c) Disclaimer of Actions Caused by andfor 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
TFIEREOF), 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 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 (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 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 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 _CA , 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 party's trade secrets at any time during which such information shall
constitute a trade secret under applicable law.
8. Liability Limitations.
(a) If promptly notified in writing of any action brought against Customer based on a claim that NEOGOV's Services
infi•inge 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
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through Customer's web site
(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 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) NEOGOV reserves the right to terminate this Agreement immediately if the Services provided hereunder become illegal
or contrary to any applicable law, rule, regulation or public policy. Each party shall have the right to terminate this
Agreement upon sixty (60) days prior written notice to the other party.
(d) Within sixty (60) days of last date of use (and provided within notification of termination of this Agreement). NEOGOV
shall provide Customer with either read only access or a dedicated data file from the Insight system (flat file format). 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.
10. Payments.
(a) Initial Term. See Exhibit A (Order Form)
(b) Renewal Term(s). 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 Below. In
the event that the `Bill To" party is unable to pay any invoice, Customer acknowledges that is shall be responsible for
payment to NEOGOV or may terminate this agreement.
(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.
1 I. 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) lire or explosion; (vii) riot, military action or usurped power; or
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(viii) actions or failures to act on the part of a governmental authority.
12. Pi2eyback 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 _CA_, 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.
(b) Severabiiity. 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: Chris Escobedo
Title: Community Resources Director
Date: 6/ 3 0/ 1 6
GovernmentJobs.com, Inc., a California cor oration
Signature:
Print Name: Scott Letourneau
Title: President
Date: 6/30/2016
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Order Form
NEOGOV"
Customer: Bill To:
City of La Quinta (CA) Attention To: Angela Scott
Address: 78495 Calle Tampico
La Quinta, CA 92253
Phone: (760) 777-7156
E-mail: ascott@la-quinta.org
Quote Date: 6/28/2016
Valid From: 6/28/2016
Valid To: 7/30/2016
Requested Service Date: TBD Initial Term: 12 Months
Order Summary
Annual Recurring Fees
Line
Description'
Annual
Recu rrin
Cost
1.
Insight Enterprise Edition (IN)
IN License
$3,053.00
2.
GovernmentJobs.com Job Posting Subscription (GJC)
GJC License
$750.00
3.
Perform (PE)
PE License
N/A
4.
Onboard (ON)
ON License
N/A
5.
NEOGOV Integrations
Integration Maintenance
N/A
Sub Total:
$3,803.00
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Order Form
Non -Recurring Fees
NEOGOV"'
Line Description'
Non-
Recurrin
Fees
NEOGOV Services
6, Insight (IN)
Setup and Implementation
$2,500.00
Training
$2,500.00
Perform (PE)
Setup and Implementation
N/A
Training
N/A
Onboard (ON)
Setup and Implementation
N/A
Training
N/A
Onboard form building as Professional Service
N/A
NEOGOV Integrations
Setup and Configuration
N/A
Sub Total:
$5,000.00
Order Total: $8,803.00
'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 fix these services at their discretion through the term of this contract.
2NEOGOV ON includes 19 and W2 standard forms that are regularly updated by NEOGOV. Additional firms or
form maintenance are available by NEOGOV Professional services at the following cost:
• Background forms $295 per form
• Dynamic Form $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.
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Order Form
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Order Detail
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.
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 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
2.0 GovernmentJobs.com Job Posting Subscription
(GJC) License Subscription
• Enables organizations to advertise their job postings created in Insight on the
Govern mentJobs.com website.
• May add an unlimited number of postings
Note: jobs advertised on the promotional and transfer webpage's are not advertised on
GovernmentJobs.com as these are typically for internal employees.
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Order Form N EOGOV
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
• 19
• 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 Form $195 per form
• Updates to existing forms $200 an hour
5.0 NEOGOV Integrations
NEOGOV offers Standard Integrations as well as platform APIs for 3`d party system integration(s).
Standard Integrations include:
• Business Process Re -engineering
• Conduct project scope, review integration plan, discuss timeline, and set schedule for required
meetings
• Annual Maintenance By NEOGOV to re -configure integrations
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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Order Form
6.0 NEOGOV Services
N EOGOW
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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Order Form
Order Form Terms and Conditions:
N EOGOV `M
(1) The Customer hereby orders and Govern mentJobs.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 annual license price (including any Integrations) is
payable within thirty (30) days of execution of this Order Form and Service Agreement.
Training
• One hundred percent (100%) of the training price are to be paid to NEOGOV within thirty
(30) days of the execution of this Order Form and Service Agreement. (TRAINING)
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.
(SETUP)
(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
Signature: Signature:
Print Name: is EsCobedo Print Name:
Title: Community Resources Title:
Date: Director 6/30/16 Date:
NEOGOV
Proprietary and Confidential
Scott Letourneau
President
6/30/2016
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