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2020-22 GovernmentJobs.com (NeoGov) - HR SoftwareRevised May 2017 M E M O R A N D U M TO: Jon McMillen, City Manager FROM: Ariana Weisman, Administrative Technician DATE: June 8, 2020 RE: Software License Agreement for Performance Evaluation and Recruitment Software Attached for your signature. Please sign the attached agreement(s) and return to the City Clerk for processing and distribution. Requesting department shall check and attach the items below as appropriate: _X__ Contract payments will be charged to account number: 502-0000-60301 _X__ Amount of Agreement, Amendment, Change Order, etc.: $__22,900___ _N/A_ A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) is attached with _____ no reportable interests in LQ or ____ reportable interests _X__ A Conflict of Interest Form 700 Statement of Economic Interests is not required because this Consultant does not meet the definition in FPPC regulation 18701(2). Authority to execute this agreement is based upon: _N/A_ Approved by the City Council on ________ _X__ City Manager’s signature authority provided under Resolution No. 2019-021 for budgeted expenditures of $50,000 or less. ___ Initial to certify that 3 written informal bids or proposals were received and considered in selection The following required documents are attached to the agreement: ___ Insurance certificates as required by the agreement (approved by Risk Manager on _____________ date) _N/A_ Performance bonds as required by the agreement (originals) _N/A_ City of La Quinta Business License number ________________________ ___ A requisition for a Purchase Order has been prepared (amounts over $5,000) ___ MASTER SOFTWARE LICENSE AGREEMENT THIS MASTER SOFTWARE LICENSE AGREEMENT (“Agreement”) is made this 1st day of July 2020, by and between the CITY OF LA QUINTA (“City”), a California municipal corporation, and NEOGOV (Governmentjobs.com) (“Vendor”). 1. Definitions. (a) Software. The term “Software” shall mean the computer program in object code and source code and documentation, user manuals, utilities, and any other related items and information described in the specifications set forth in Exhibit A, Statement of Work and Specifications. The term “Software” includes any release, patch, upgrade, version, correction, bug fix, enhancement, update, or other modification, including custom modification, to such computer program and documentation, user manuals, utilities, and any other related items and information. (b) Certificate of Installation. The term “Certificate of Installation” shall mean a written notice, signed by Vendor and acknowledged by City, certifying that the Software has been installed, that the Software substantially complies with the specifications set forth in Exhibit A, that the software has been fully configured, that the master records for the operation of the program have been established, and that the training of City employees is complete. 2. License. (a) Grant of License. Vendor grants City, and City accepts, pursuant to the terms and conditions of this Agreement, a perpetual, nonexclusive, nontransferable license to use the Software. (b) Authorized Equipment and Site. City shall use the Software on computers used for City business. (c) Restrictions on Use. City agrees to use the Software only for City’s business, including any collaborative services with other governmental entities, provided appropriate licensing fees have been paid to Vendor. (d) Copies. City may make archival copies of the Software’s computer program, provided that the copies shall include Vendor’s copyright and any other proprietary notices. (e) Modifications, Reverse Engineering. City agrees that only Vendor shall have the right to alter, maintain, enhance, or otherwise modify the Software. City shall not disassemble, decompile, or reverse engineer the Software’s computer program. -2- (f) Derivative Works. Derivative works shall include, but shall not be limited to, features, bug fixes, workarounds, new or additional functionality, systems, modules or programs, interface programs, utilities, documentation, methods, and procedures that are for use with the Software. In the event that City develops, or contracts with Vendor or a third party to develop derivative works, City shall have all rights, title, and interest in such derivative works, subject to Vendor’s rights in the Software. Vendor agrees that it has no rights to such derivative works, except for Vendor’s rights to the Software. Vendor agrees that it will not market, license, sublicense, sell, assign, transfer, or make available such derivative works to any third party or other entity without prior written authorization of City, which authorization may be withheld at City’s sole discretion. (g) User Manuals. Vendor shall provide City with a minimum of three (3) paper copies and one (1) CD copy of the user manuals, and the manuals shall be updated with each new release of the Software and shall be updated no less than annually. (h) Personnel. Vendor personnel working with City shall be acceptable to City. (i) Test Environment. City is authorized to create a separate environment using supported versions of Vendor’s software for testing purposes. (j) Development Environment. City is authorized to create a separate environment using supported versions of Vendor’s software for demonstrating customizations. (k) City shall be responsible, as between Vendor and City, for the accuracy and completeness of all records and databases provided by City in connection with this Agreement for use on Vendor’s system. Vendor will have no responsibility or liability for the accuracy of data entered into or uploaded to the system by City. (l) Acceptable Use. City will comply with this Agreement and refrain from: (i) providing Software passwords or other log-in information to any third party except those specifically authorized to access the services in this Agreement or as authorized by Vendor; (ii) share non-public Software features or content with any third party except if required by law or by administrative or court order; or (iii) except for derivative works described above, access the Software in order to build, assist, or facilitate the assembly of a competitive product or service, to build a product using the same features, functions, or graphics as the Software, or to copy the same features, functions or graphics of the Software, without Vendor’s permission. In the event that Vendor suspects any breach of the requirement provided in this section, Vendor may suspend City’s access to the system, in addition to other lawful remedies as required. Nothing in this Agreement shall require Vendor to take any action regarding the limitations set forth in this section. (m) Unauthorized Access. City will take reasonable steps to prevent unauthorized access to the System, including without limitation by protecting its passwords and other log-in information. City will notify Vendor immediately of any known -3- or suspected unauthorized use of the System or breach of its security and will use best efforts to stop said breach. 3. Delivery, Installation, Data Conversion, Testing and Acceptance. All activities related to the implementation of the Software shall proceed in accordance with Exhibit B, Implementation and Payment Schedule. Each activity listed in Exhibit B shall include both a start date and completion date. In addition, the Implementation and Payment Schedule shall incorporate the following specific activities: (a) Delivery. Vendor shall deliver the Software to City location(s) specified by the Human Resources Manager of City within a mutually agreed timeframe of the effective date of this Agreement. (b) Installation. Vendor shall install the Software at the locations designated. City shall grant Vendor access to the location(s) and the computer system(s) for the period of time required for such installation. (c) Data Conversion. Data conversion, data entry, and verification of data shall be completed in accordance with the specifications of City as set forth in Exhibit A. (d) Virus Free. Vendor warrants that, at the time of installation, the Software shall be free of any programs, subroutines, code, instructions, data, or functions (including but not limited to viruses, worms, backdoor entries, date bombs, time bombs, or other disruptive technologies), the purpose of which is to intentionally cause the software to cease operating, or to damage, interrupt, interfere with, or hinder the operation of the Software or the system in which it resides, or damage, corrupt, or access any other software or data on such system or any other system with which it is capable of communicating, or otherwise permit the unauthorized access to City’s systems or data. (e) Testing. City shall have thirty (30) days, commencing upon delivery of the Certificate of Installation, to test the Software for substantial compliance with the specifications set forth in Exhibit A (the “Testing Period”). City shall provide notice to Vendor of any failure of the Software to comply with such specifications. Upon receipt of such notice, Vendor shall use its best efforts to remedy the failure and install a fix within five (5) days. If City provides such notice to Vendor, the Testing Period, at City’s option, may be extended for thirty (30) days after Vendor asserts to City that the problem or failure has been fixed. (f) Acceptance. Acceptance shall occur (i) upon City’s delivery of notice to Vendor that the Software substantially complies with the specifications set forth in Exhibit A, or (ii) if City does not provide notice of a failure of the Software after thirty (30) days from the close of the Testing Period, then after thirty (30) days after the close of the Testing Period, acceptance shall be deemed to have occurred. 4. License Fee and Software Support. (a) In General. In consideration for the license granted and services rendered by Vendor under this Agreement as set forth in Exhibit A, City shall pay Vendor -4- a fee, not to exceed Twenty-Two Thousand and Nine Hundred Dollars $22,900.00 (“License Fee”) throughout Term of Agreement. (b) Payment Terms. Each installation of the License Fee shall be due and payable in accordance with the payment details, which is incorporated into Exhibit A. All amounts are due thirty (30) days from receipt of invoice by City from Vendor. 5. Ownership. (a) Title. Vendor warrants that it has full title to and ownership of all proprietary rights, including patent, copyright, trade secret, trademark, and other proprietary rights, in and to the Software and any corrections, bug fixes, enhancements, or updates to the Software. Vendor warrants that it has full power and authority to grant the license granted to City under this Agreement. Vendor warrants that City’s use of the Software will in no way constitute an infringement or other violation of any copyright, trade secret, trademark, patent, or other proprietary right of any third party. Vendor warrants that there currently is no actual or threatened suit by any third party based on an alleged violation of its rights by Vendor. City agrees not to remove, alter, or destroy any proprietary, trademark, or copyright notices placed upon or contained within the Software without prior written authorization from Vendor. (b) Transfers. Under no circumstances shall City sell, license, publish, display, distribute, assign, or otherwise transfer to a third party the Software or any copy thereof, in whole or in part, without Vendor’s prior written consent, except when City is using the Software to provide collaborative services with other governmental entities and the appropriate licensing fees have been paid to the Vendor for this usage. 6. Confidential Information. Vendor agrees not to use City data except when specifically authorized by City with the City’s prior written consent. City agrees to maintain the confidentiality of proprietary information related the Software to the extent allowed by law. Vendor expressly acknowledges and agrees that the City is subject to the California Public Records Act (Government Code section 6250 et seq.), under which the City may be required to disclose information and records that are not exempt from disclosure, and that the City may be subject to an administrative or judicial proceeding, under which an order or directive to disclose information may be required by law. 7. Warranty Period. (a) Vendor warrants to City that for the period of this Agreement, the Software will substantially comply with the specifications set forth in Exhibit A. During this warranty period, Vendor shall also provide City the support and maintenance services, at no additional cost to City, as set forth in the Software Maintenance Agreement attached hereto as Exhibit B. After expiration of the warranty period, Vendor shall provide support and maintenance for the Software pursuant to the terms of such Software Maintenance Agreement. -5- (b) Service Performance Warranty. Vendor warrants that it will perform the services in a manner consistent with industry standards reasonable applicable to the performance thereof. (c) No Other Warranty. Except for the express warranties set forth in this Agreement, the services are provided on an “as is” basis, and City’s use of the services is at its own risk. Vendor 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. Vendor does not warrant that the services will be uninterrupted, error-free, or completely secure. (d) Disclaimer of Actions Caused by and/or Under the Control of Third Parties. Vendor represents and warrants it is not an internet service provider. As such, Vendor does not control the general flow of data over 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-party internet service providers can impair or disrupt City’s connections to the internet (or portions thereof). Although Vendor will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid interruption of services provided under this agreement, vendor cannot guarantee no disruption with the flow of data provided by third-party internet service providers. Accordingly, Vendor disclaims any and all liability resulting from an interruption of the flow of data caused by a third-party internet service provider. 8. Indemnification. (a) Vendor shall indemnify, defend, and hold harmless City from and against any claims, including reasonable legal fees and expenses, based upon infringement of any intellectual property rights, including copyright or patent, by the Software or its use and/or based upon a breach or unpermitted disclosure of personal identifying information, including social security numbers, credit card numbers, or any other similarly private and personal information, managed or retained by Vendor. City agrees to notify Vendor of any such claim promptly in writing and to allow Vendor to control the proceedings. City agrees to cooperate with Vendor during such proceedings to the extent permitted by law and to the extent City’s interests are not in conflict with Vendor’s interest. Vendor shall defend, with legal counsel approved by City in its reasonable discretion and resolve at Vendor’s sole expense all proceedings arising out of the foregoing. In the event of such alleged or actual claims arising out of the foregoing, Vendor may, after obtaining the City’s prior written consent (which consent may only be granted if Vendor continues to agree to indemnify the City as set forth in this section), replace, in whole or in part, the Software with a substantially compatible and functionally equivalent computer program or modify the Software to avoid such alleged or actual infringement. (b) Vendor’s total liability to City regardless of the nature of the claim or form of action (whether arising in contract, tort, strict liability or otherwise), may not exceed three times the aggregate amount of fees and revenue received by Vendor hereunder for the Term of the Agreement and restriction provided in Exhibit A; provided, -6- however, that the foregoing limitations set forth in this section shall not apply to actions brought against City for any injury to persons or damages to property arising out of Vendor’s negligence or willful misconduct, or arising out of Vendor’s material breach of any warrant/warranty as provided in this Agreement. 9. Insurance. Vendor will maintain a commercial general liability policy in the amount of $1,000,000.00 per occurrence, $2,000,000.00 aggregate, and $2,000,000.00 products and completed operations aggregate. All insurance policies shall name City as an additional insured. The insurance policy shall contain a severability of interest clause providing that the coverage shall be primary for losses arising out of Vendor’s performance hereunder and neither City nor its insurers shall be required to contribute to any such loss. An endorsement evidencing the foregoing must be submitted concurrently with the execution of this Agreement and approved by City prior to commencement of the services hereunder. In addition, Vendor shall maintain Cyber Liability / Technology Errors and Omissions liability insurance pursuant to the following: (a) Vendor shall obtain and maintain throughout the duration of the Agreement cyber liability / technology errors and omissions liability coverage with limits of $1,000,000 per occurrence/loss. The policy shall at a minimum cover professional misconduct or lack of the requisite skill required for the performance of services defined in this Agreement and shall also provide coverage for the following risks: i) Liability arising from theft, dissemination, and/or use of confidential information, including but not limited to, bank and credit card account information or personal information, such as name, address, social security numbers, stored or transmitted in electronic form; ii) Network security liability arising from the unauthorized access to, use of, or tampering with computers or computer systems, including hacker attacks; iii) Liability arising from the introduction of a computer virus into, or otherwise causing damage to the City’s or third person’s computer, computer system, network, or similar computer related property and the data, software, and programs thereon. (b) If coverage is maintained on a claims-made basis, Vendor shall maintain such coverage for an additional period of three (3) years following termination of this Agreement. 10. Source Code. The uninterrupted availability of the Software is critical to City in the operation of its business. Vendor agrees to provide the source code to the City Manager (or authorized designee of the City Manager) through a software source code escrow agreement to be executed by the parties concurrently with the signing of this agreement. The cost of the escrow shall be paid by Vendor. Notwithstanding anything in this Agreement to the contrary, any such source code that is delivered, provided, or disclosed -7- to City by Vendor, will not be disclosed or distributed by City to any other party. This provision shall be subject to operation of applicable law. 11. Term and Termination. (a) Effective Date. This Agreement and the license granted hereunder shall take effect upon the date the last party executes this Agreement. (b) Term. Unless earlier terminated in accordance with the provisions in Subsection (c) of Article 11 of this Agreement, term of this agreement shall commence on July 1, 2020, and terminate on June 30, 2022 (“Initial Term”). This Agreement may not be extended. (c) Termination. City shall have the right to terminate this Agreement upon giving thirty (30) days’ notice to Vendor. (d) Return of Software and Retention of Archival Copy. Within thirty (30) days after termination of the license, City will destroy or return any and all copies of the Software, except for a single, nonproduction archive copy that will be kept for use in the event of a requirement of law, either by a regulatory or governmental agency or by court order. (e) Upon termination of this Agreement, City may elect to receive either associated data files from Vendor’s system(s) or read only access for a determined period, pursuant to the following: i) City Data Post-Termination: Upon request within ninety (90) days of expiration of the Term, Vendor shall provide City with a dedicate data file from the system(s) or provide a proprietary and confidential delete of data. The dedicated data files will be comprised of City’s standard data contained in Vendor’s “Insight” and “Perform” system. The structure of the relational database will be specific to the City’s data and will not be representative of the proprietary Vendor database. For data residing on Vendor systems for more than ninety (90) days after the date of expiration and termination of this Agreement, Vendor retains the right to purge such data from Vendor systems without additional consent from the City. ii) Read Only Access: If City request Vendor maintain read-only access after termination of this Agreement, City acknowledges and agrees to an upfront payment worth 10% of the annual license of this Agreement. Access to the system(s) shall be limited to the functionality included at time of termination. 12. Force Majeure. Neither party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises due to any act of God, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or communications; provided, however, that lack of funds shall not be deemed to be a reason beyond a party’s reasonable control. The parties will promptly inform and consult with each other as to any -8- of the above causes, which in their judgment may or could be the cause of a delay in the performance of this Agreement. 13. Notices. All notices under this Agreement are to be delivered by: (a) depositing the notice in the mail, using certified mail, return receipt requested, addressed to the address below; (b) overnight delivery service addressed to the address below; or (c) hand delivery to the individual designated below. The notice shall be deemed delivered (a) by certified mail, four (4) days after the notice’s deposit in the mail; (b) if by overnight delivery, on the next day; and (c) if by hand delivery, on the date of hand delivery. If either party needs to change the address for notices, the party making the change shall send the new address to the other party by certified mail. VENDOR: Name: Governmentjobs.com, Inc. (NEOGOV) Attention: John Closs, Finance Address: 222 N. Sepulveda Blvd., #2000, El Segundo, CA 90245 E-Mail: accounting@neogov.net Phone No.: 310-658-5715 CITY: CITY OF LA QUINTA Human Resources Manager 78-495 Calle Tampico La Quinta, California 92253 copy to: Rutan & Tucker, LLP 611 Anton Blvd., Suite 1400 Costa Mesa, CA 92626 Attn: William H. Ihrke, Esq. 14. General Provisions. (a) Complete Agreement. The parties agree that this Agreement and its exhibits, and City’s Request for Quote/Proposal (“RFQ/RFP”) and the Vendor’s Response to the RFQ/RFP, if an RFQ/RFP was issued by City for the services provided under this Agreement, are the complete and exclusive statement of the agreement between the parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral or written, between the parties relating to this Agreement. (b) Order of Precedence. In the event of any conflict or inconsistency among documents related to this Agreement, said conflict or inconsistency shall be resolved by giving precedence as follows: (1) the exhibits to this Agreement; (2) this Agreement; (3) if applicable, the RFQ/RFP; and (4) if applicable, the Vendor’s Response to the RFQ/RFP. (c) Amendment. This Agreement may not be modified, altered, or amended except by written instrument duly executed by both parties, except that address for notice may be changed as provided in Section 13. -9- (d) Waiver. The waiver or failure of either party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement. (e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable under any applicable statute, court decision or rule of law, it is to that extent to be deemed omitted. The remainder of this Agreement shall be valid and enforceable to the maximum extent possible. (f) Governing Law. This Agreement and performance hereunder shall be governed by the laws of the State of California, without regard to conflict of law principles. Venue for any cause of action arising hereunder shall be in state or federal court in Riverside County, California. (g) Read and Understood. Each party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms. (h) Authority to Enter Agreement. The persons executing this Agreement on behalf of each of the parties hereto represent and warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors, and assigns of the parties. (i) Nondiscrimination by Vendor. Vendor represents and agrees that Vendor does not and will not discriminate against any subcontractor, consultant, employee, or applicant for employment on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry and that Vendor shall abide by all applicable nondiscrimination, equal employment opportunity, and accessibility laws and regulations. (j) Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys’ fees; provided, however, that the attorneys’ fees awarded pursuant to this Subsection for either party shall not exceed the hourly rate paid by City for litigation services multiplied by the reasonable number of hours spent by the prevailing party in the conduct of the litigation. Attorneys’ fees shall include attorneys’ fees on any appeal, and in addition a party entitled to attorneys’ fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery, and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. The court may set such fees in the same action or in a separate action brought for that purpose. -10- (k) No Liability of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Vendor in the event or any default or breach by City or for any amount which may become due to Vendor or for breach of any obligation of the terms of this Agreement. (l) Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Vendor, its agents, or employees, perform the Services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision, or control of Vendor’s employees, servants, representatives, or agents, or in fixing their number or hours of service. Vendor shall perform all Services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Vendor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Vendor in its business or otherwise or a joint venture or a member of any joint enterprise with Vendor. Vendor shall have no power to incur any debt, obligation, or liability on behalf of City. Vendor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Except for the contract sum paid to Vendor as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Vendor for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Vendor for injury or sickness arising out of performing the Services hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Vendor and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (“PERS”) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Vendor agrees to pay all required taxes on amounts paid to Vendor under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Vendor shall fully comply with the workers’ compensation laws regarding Vendor and Vendor’s employees. Vendor further agrees to indemnify and hold City harmless from any failure of Vendor to comply with applicable workers’ compensation laws. City shall have the right to offset against the amount of any payment due to Vendor under this Agreement any amount due to City from Vendor as a result of Vendor’s failure to promptly pay to City any reimbursement or indemnification arising under this Subsection. (m) Identity of Persons Performing Work. Vendor represents that it employs or will employ at its own expense all personnel required for the satisfactory performance of any and all of the services to be provided by Vendor under this Agreement. Vendor represents that the Services required herein will be performed by Vendor or under its direct supervision, and that all personnel engaged in such work shall be fully qualified and shall be authorized and permitted under applicable State and local law to perform such tasks and services. -11- (n) Prohibition against Assignment. Except as expressly provided in this Agreement, the services to be provided by Vendor under this Agreement shall not be transferred or assigned to any other person or entity without the prior written consent of City, which may be granted or denied in its sole and absolute discretion. (o) No Third-Party Beneficiaries. With the exception of the specific provisions set forth in this Agreement, there are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder. (p) Conflict of Interest. Vendor covenants that neither it, nor any officer or principal of it, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City. Vendor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent, or subcontractor without the express written consent of City. Vendor agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to this Agreement which affects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. Vendor warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement. 15. Database/Server/Systems Security. Vendor agrees to implement database/ server/ systems passwords and security in compliance with City’s policies, which will be made available upon request. 16. Third Party Connections. Vendor with remote access privileges to City’s network agrees to abide by any City Third Party Connection Agreement Policy, which, if adopted by City, is available from City’s IT Department upon request. 17. Exhibits. The following exhibits are attached hereto and incorporated herein by reference: (a) Exhibit A. Scope of Work, Specifications and Payment (b) Exhibit B. Software Maintenance Agreement [SIGNATURES ON FOLLOWING PAGE] EXHIBIT A SCOPE OF WORK, SPECIFICATIONS AND PAYMENT Annual Software License and Services including maintenance, technical support, customer service, troubleshooting and upgrades. Detailed scope of services outlined in Exhibit B. Annual Payment Schedule: Ø Fiscal Year 2020/2021 o Insight Module - $3,600.00 o GovernmentJobs.com Subscription - $880.00 o Perform Module - $6,450.00 o Candidate Text Messaging Feature – $250.00 The initial year of Agreement Term cost: $11,180.00 Ø Fiscal Year 2021/2022 Estimated Costs o Insight Module - $3,750.00 o GovernmentJobs.com Subscription - $950.00 o Perform Module - $6,750.00 o Candidate Text Messaging Feature - $270.00 Second year of Term cost: $11,720.00 The total not to exceed amount of compensation to Vendor for the services rendered under this Agreement shall not exceed Twenty-Two Thousand and Nine Hundred Dollars ($22,900.00), as described in detail above. City shall be invoiced annually on July 1, and payment shall be due in full upon receipt of the invoice. 1 of 2 NEOGOV ORDERING FORM Employee Count: Governmentjobs.com, Inc. (dba “NEOGOV”) 300 Continental Blvd., Suite 565 El Segundo, CA 90245 accounting@neogov.com Customer Information Customer Name: La Quinta, City of (CA) Customer Contact Name: Ariana Weisman Customer Address: 78495 Calle Tampico La Quinta, City of (CA) Email Address: aweisman@laquintaca.gov Fee Summary Description of Subscriptions SaaS Subscription Fees Non-Recurring Professional Service Fees Service Fee Sub-Totals Insight Enterprise (6/30/2020-6/29/2021) (IN) $3,567.89 $3,567.89 GovernmentJobs.com (6/30/2020-6/29/2021) (GJC) $877.04 $877.04 Perform (6/28/2020- 6/27/2021) (PE) $6,427.58 $6,427.58 Candidate Text Messaging (12/4/2020- 12/3/2021) (CTM) $250.00 $250.00 Year 1 Total: $11,122.51 Insight Enterprise (6/30/2021-6/29/2022) (IN) $3,746.28 $3,746.28 GovernmentJobs.com (6/30/2021-6/29/2022) (GJC) $920.89 $920.89 Perform (6/28/2021- 6/27/2022) (PE) $6,748.96 $6,748.96 Candidate Text Messaging (6/30/2021- 6/29/2022) (CTM) $262.50 $262.50 Year 2 Total: $11,678.64 Order Total: $22,801.15 A. Agreement and Applicable Modifications to the Agreement. 1. Agreement. This Ordering Document and the Services purchased herein are governed by the terms of the Services Agreement either affixed hereto or the version most recently published prior to execution of this Ordering Document available at https://www.neogov.com/service- specifications, as well as the Service Specifications and applicable Schedules incorporated therein. 2. Effectiveness & Modification. Neither Customer nor NEOGOV will be bound by this Ordering Document until it has been signed by its authorized representative. This Order Form may not be modified or amended except through a written instrument signed by the p arties. B. General Terms Summary. 1. Summary of Fees. Listed above is a summary of Fees under this Order. Once placed, your order shall be non -cancelable and the sums paid nonrefundable, except as provided in the Agreement. 2. The Effective Date. This Order is made and entered into as of the date of Customer signature on this Order Document (the “Effective Date”). 3. SaaS Subscription(s) Start Date. The Effective Date. 4. Billing Frequency. Annual. Net 30 from Customer receipt of NEOGOV invoice. 5. Order of Precedence. This Ordering Document shall take precedence in the event of direct conflict with the Services Agreement , applicable Schedules, and Service Specifications. 6. Offer Validity. This Order is valid for 30 days from the date of Customer rece ipt of this Ordering Document unless extended by NEOGOV. C. Special Conditions (if any). 2 of 2 IN WITNESS WHEREOF, the parties have caused this Order to be executed by their respective duly authorized officers as of the date set forth below, and consent to the Agreement. Customer Governmentjobs.com, Inc. (DBA “NEOGOV”) Entity Name: Signature: Signature: Print Name: Print Name: Date: Date: John Closs 5/26/2020 -2- EXHIBIT B SOFTWARE MAINTENANCE AGREEMENT 1. Vendor Responsibilities. In connection with the performance of this Agreement, Vendor shall be responsible for the following: (a) Vendor shall provide all required hosting and operations support for the applications provided through this agreement. (b) Vendor shall follow support, maintenance and other procedures and shall provide support, maintenance and other services to City more fully described in this Agreement. (c) Vendor warrants that it will perform the Services in a manner consistent with industry standards reasonably applicable to the performance thereof. This includes Customer and Live Applicant Support, product upgrades to Licensed Software, routine software maintenance, and database storage management. (d) Vendor will provide access to training materials that may be used during training and post-training to allow City to learn the system and begin defining new roles, responsibilities, or activities within the Organization. (e) Vendor will establish City’s production environment and offer customer support for any questions or issues related to software and customer configuration. (f) Vendor will provide and maintain Candidate Text Messaging Feature in City’s production environment. 2. Software License and Services. Products and services associated with products include the following: (a) PE Perform License • Configurable Performance Evaluations • Goal Library • Shareable Competency Content • Org Charts • Configurable Workflows • Form Templates • Configurable Rating Scales • Goal Hierarchy • Writing Assistant • Configurable Email Notifications • Automatic Evaluation Creation • Ability to perform actions in bulk -3- (b) Governmentjobs.com Job Posting Subscription License • Enables organization to advertise their job postings created in Insight on the Governmentjobs.com website. • May add an unlimited number of postings (c) Insight Enterprise (IN) License 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 (d) Access to the following online tools: • Analytics • Online Hiring Center (OHC) • Salary Study 3. Renewal Terms. For each Renewal Term, Vendor will continue to provide City with the Services and will provide maintenance and support services as described in this Agreement, provided City issues a purchase order or written amendment to this Agreement. Annual cost of renewal for duration of Agreement term should not exceed contract amount as stated in Exhibit A. If there is an increase in annual maintenance and support charges, Vendor shall give City written notice of such increase at least thirty (30) days prior to the expiration of the applicable term.