HomeMy WebLinkAbout2012-211 Agrmt - NEOGOV
Service Agreement
THIS ON-LINE SERVICES AGREEMENT (this "Agreement") is made and entered into this
day of c`~L6EfL , 2012, by and between GovernmentJobs.com, Inc., a California corporation
(d/b/a "NEOGOV"), and the City of Ashland, OR, a public entity acting by and through its duly appointed
representative ("Customer").
1. Provision of On-line Services.
(a) Customer hereby engages NEOGO V, 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.
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. In connection with the performance of this Agreement and the provision of
the Services, Customer shall be responsible for the following:
(a) NEOGOV's logos, including the "powered by" logo, may appear on the "employment opportunities",
"job description" and other pages of Customer's web site.
(b) 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.
(c) Customer shall be responsible, as between NEOGO V and Customer, for the accuracy and completeness of
all records and databases provided by Customer in connection with this Agreement for use on NEOGOV's
system.
4. Ownership. Protection and Security.
(a) The parties agree that the NEOGOV marks and the Customer marks shall 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, Inc. Proprietary and Confidential Page 1 of 9
(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. NEOGO V 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 for purposes of including such trademarks and logos in advertising and
publicity materials and links solely as permitted hereunder. All uses of such trademarks and logos shall
conform to Customer's standard guidelines and requirements for use of such trademarks and logos.
5. NEOGOV Representations and Warranties.
(a) Service Performance Warranty. NEOGOV warrants that it will perform the Services in a manner
consistent with industry standards reasonably applicable to the performance thereof.
(b) No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION
5, THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND CUSTOMER'S USE OF THE
SERVICES IS AT ITS OWN RISK. NEOGOV DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY
AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED
TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF
DEALING, USAGE, OR TRADE PRACTICE. NEOGOV DOES NOT WARRANT THAT THE
SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
(c) Disclaimer of Actions Caused by and/or Under the Control of Third Parties. NEOGOV DOES NOT
AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM THE NEOGOV SYSTEM AND
OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE
PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT
TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT
CUSTOMER'S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ALTHOUGH
NEOGOV WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL ACTIONS IT
DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, NEOGOV CANNOT
GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, NEOGOV DISCLAIMS
ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.
6. Publicity. Following execution of this Agreement, the parties hereto may issue a press release, the form
and substance of which shall be mutually agreeable to the parties, announcing the relationship created by this
Agreement. Except as expressly contemplated herein, neither party shall issue any additional press release
which mentions the other party or the transactions contemplated by this Agreement without the prior consent of
the other party, which consent shall not be unreasonably withheld.
7. Nondisclosure. Through exercise of each party's rights under this Agreement, each party maybe 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
NEOGOV, Inc. Proprietary and Confidential Page 2 of 9
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 Oregon, 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 infringe a United States patent, copyright or trademark right of a third party (except to the extent such
claim or infringement relates to any third party software incorporated into NEOGOV's applications),
NEOGOV will defend such action at its expense and will pay any and all fees, costs or damages that may be
finally awarded in such action or any settlement resulting from such action (provided that Customer shall
permit NEOGOV to control the defense of such action and shall not make any compromise, admission of
liability or settlement or take any other action impairing the defense of such claim without NEOGOV's prior
written approval).
(b) Customer acknowledges and agrees: (i) that NEOGOV has no proprietary, financial, or other interest in the
goods or services that may be described in or offered through Customer's web site; and (ii) that except with
respect to any material supplied by NEOGOV, Customer is solely responsible (as between NEOGOV and
Customer) for the content, quality, performance, and all other aspects of the goods or services and the
information or other content contained in or provided through Customer's web site.
(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 byNEOGOV hereunder for the prior twelve (12) month period;
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.
NEOGOV, Inc. Proprietary and Confidential Page 3 of 9
9. Term and Termination.
(a) This Agreement shall commence as of the date hereof and remain in effect for twelve (12) months 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 NEOGO V 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 notification oftermination of this Agreement, NEOGOV shall provide Customer
with a dedicated data files suitable for importation into commercially available database software (e.g., MS-
Access or MS-SQL) The dedicated data files will be comprised of Customer's data contained in NEOGOV's
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 NEOGO V 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.
11. Force Maieure. NEOGOV shall not be liable for any damages, costs, expenses or other consequences
incurred by Customer or by any other person or entity as a result of delay in or inability to deliver any Services
due to circumstances or events beyond NEOGOV's reasonable control, including, without limitation: (i) acts
of God; (ii) changes in or in the interpretation of any law, rule, regulation or ordinance; (iii) strikes, lockouts or
other labor problems; (iv) transportation delays; (v) unavailability of supplies or materials; (vi) fire or
explosion; (vii) riot, military action or usurped power; or (viii) actions or failures to act on the part of a
governmental authority.
12. Piggyback Clause. It is understood and agreed by Customer and NEOGOV that any governmental entity
may purchase the services specified herein in accordance with the prices, terms, and conditions of this
agreement. It is also understood and agreed that each local entity will establish its own contract with
NEOGOV, be invoiced therefrom and make its own payments to NEOGOV in accordance with the terms of
the contract established between the new governmental entity and NEOGOV. It is also hereby mutually
understood and agreed that Customer is not a legally bound party to any contractual agreement made between
NEOGOV and any entity other than Customer.
13. Miscellaneous. 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
NEOGOV, Inc. Proprietary and Confidential Page 4 of 9
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 Oregon, 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.
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
r(`n.
Signature: AP VEDA 0 i~
Print Name: Signatue
Title: Date
GovernmentJobs.com, Inc., a California 6 Ztion
Signature:
Print Name: S~ ri G ,.b
Title:
Date: o) 3 1 Z
NEOGOV, Inc. Proprietary and Confidential Page 5 of 9
Order Form NEOGOW
EXHIBIT A - ORDER FORM
Customer: Bill To:
City of Ashland, OR `tteution;
ddress.
Phone
Email;
Ouote Date: 7/27/12 Valid To: Today plus 90 days
Requested Service Date: TBD Initial Term: 12 Months with annual
renewal option
Order Summary:
0010sl NoncuNos
1.0 Insight Enterprise Edition
1.1 Subscription License $5.765.00
1.2 Provisioning $2,500.00
Training $27500.00
1.3 $1,725.00
Sub Total: $5.765.00 $4,225.00
OO rder total. 9 990.UU
'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.
NEOGOV, Inc. Proprietary and Confidential Page 6 of 9
Order Form N EOGOW
Order Detail
1.0 Insight Enterprise Edition
1.1 License Subscription
The Customer's subscription to the Insight Hiring Management Software includes the following
functionality:
Recruitment
• Customized online job application
• Accept job applications online
• Online applications integration with current agency website
• Online job announcements and descriptions
• Automatic online job interest cards
• Proactively search your applicant database
• Real-time database of all applicant information
• Recruitment and examination planning
Selection
• Create, store, and reuse supplemental questions in the Insight item bank
• Screen applicants automatically as they apply
• Define unique scoring plans per recruitment, or copy existing scoring plans
• Test Item bank (optional in TMS at an extra charge)
• Conduct item analysis
• Test processing (automatically input Scantron test data sheets)'
• 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
• Detailed applicant history record
• Skills tracking and matching
Reporting and Analysis
• Collect and report on EEO data
• Analyze and report on adverse impact and applicant flow
• Track and analyze data such as time-to-hire, recruitment costs, staff workload, applicant
quality, etc.
• Over 80 standard system reports
• Ad Hoc reporting tool
HR Automation
• Create and route job requisitions
• Refer and certify applicants electronically
• Scan paper application materials
Requires a Scantron or similar Optical Mark Reader (OMR) scanner, special forms, form set-
up, and scanner software, which are not included in the cost.
NEOGOV, Inc. Proprietary and Confidential Page 7 of 9
Order Form N EOGOW
Additionally, during the term of the subscription, the Customer will be provided:
Unlimited Customer Support (6:00 AM - 6:00 PM PT)
Customer Support shall be 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. Product upgrade rollouts are
generally released every three months.
1.2 Provisioning
The following activities are conducted as part of the Insight Enterprise implementation
• Conduct a project kick off meeting to review the project timeline, deliverables, and establish
project expectations
• NEOGOV will establish an Agency-specific training environment that will be used during
training and post-training to allow the Agency to learn the system and begin defining new roles,
responsibilities, and activities within the HR staff
• NEOGOV will conduct eight hours of on line instructor led video tutorial training. NEOGOV
will provide all required user exercises and user guides to the Agency.
• Once the core user community is comfortable with the system (typically within 10 hours of
hands-on use) they will train the remaining HR staff to complete their tasks using Insight.
• Between the training and go-live, NEOGOV will complete the following activities:
o Creating an agency-specific training environment which is used by your agency during
training and afterwards to train in prior to moving into production
o Configure printable job bulletin
o Integrate your new production job opportunities, promotional opportunities, and class
specifications web pages into your existing agency website
o Establish the Agency's Insight Enterprise production environinent
1.3 Training
NEOGOV will deliver online training videos to Agency recruiters. We will provide all required user
exercises and user guides to the Agency.
Following the training, your agency will have full access to the training environment. Additionally,
your agency has full access to our Customer Support Help Desk during the training to help new
users fully utilize Insight. Our existing customers find that this unique implementation approach
enables their users to become familiar with Insight in a safe environment, promoting system use and
leading to a more successful rollout.
NEOGOV, Inc. Proprietary and Confidential Page 8 of 9
Order Form NEOGOW
Order Form Terms and Conditions:
(1) The Customer hereby orders and GovemmentJobs.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. ($5,765.00)
Software 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 Form and Service Agreement. ($2,500.00)
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. ($1325.00)
(3) Neither the Customer nor NEOGOV will be bound by this Order Form until it has been signed by
authorized representatives of both parties.
(4) Changes or alterations to this Order Form will not be accepted.
THERE ARE SIGNIFICANT ADDITIONAL TERMS AND CONDITIONS, WARRANTY
DISCLAIMERS AND LIABILITY LIMITATIONS CONTAINED IN THE SERVICE AGREEMENT
BETWEEN THE CUSTOMER AND NEOGOV.
DO NOT SIGN THIS ORDER FORM BEFORE YOU HAVE READ THE SERVICE AGREEMENT IN
ITS ENTIRETY. YOUR SIGNATURE BELOW INDICATES THAT YOU HAVE READ THE
SERVICE AGREEMENT AND AGREE TO BE BOUND BY ITS PROVISIONS.
Customer NEOGOV, Inc.
Signature: ~l' Gc ~Ll~ Signature:
Print Name: 77 Print Name: ~n
Title: HG~/lt6/WI NQ/(Q' Title:
Date: Date: Jo/3/,Z
NEOGOV, Inc. Proprietary and Confidential Page 9 of 9
Page 1 / 1
RECOHILoER,
CITY OF
ASHLAND - DATE PO NUMBER
.-20 E MAIN ST. 10/3/2012 11216
ASHLAND, OR 97520
(541) 488-5300
VENDOR: 017306 SHIP TO: City of Ashland
NEOGOV (541) 488-6002
222 NORTH SEPULVEDA BLVD 20 E MAIN STREET
SUITE 2000 ASHLAND, OR 97520
EL SEGUNDO, CA 90245
FOB Point: Req. No.:
Terms: Net Dept.:
Req. Del. Date: - Contact: Tina Gray _
Special Inst: Confirming? No
Ouanti ,Unit - Description Unit Price. Ext. Price
Use of NeoGov Recruitment and 9,990.00
Application Trackinq Software
Per attached aqreement
Special Procurement
Approved by City Council 09/18/2012
SUBTOTAL 9 990.00
BILL TO: Account Payable TAX 0.00!
20 EAST MAIN ST FREIGHT 0.00
541-552-2010 TOTAL 9,990.00
ASHLAND, OR 97520
Account Number Project Number ; Amount Accou'ntNumber. Project Number ,t. Amount
E 710.01.49.00.60410 91990.00
A orized Signature VENDOR COPY
FORM #3 CITY OF
A request for a Purchase Order ASHLAND
REQUISITION Date of request:
Required date for delivery: 4S-11W
Vendor Name W &OV
Address, City, State, Zip ZZZ N02tH S~aULI~Fj ALyb M-G- %IIGn
Contact Name & Telephone Number fN
Fax Number /r, T°
SOURCING METHOD
❑ Exempt from Competitive Bidding ❑ Emergency
❑ Reason for exemption: ❑ Invitation to Bid (Copies on file) ❑ Form #13, Written findings and Authorization
❑ AMC 2.50 Date approved by Council: ❑ Written quote or proposal attached
❑ Written uote or proposal attached
❑ Small Procurement Cooperative Procurement
Less than $5.000 ❑ Request for Proposal (Copies on file) ❑ Stale of Oregon
❑ Direct Award Date approved by Council: Contract #
❑ VerbaUWdtten quote(s) or proposal(s) ❑ State of Washington
Intermediate Procurement ❑ Sole Source Contract #
GOODS & SERVICES ❑ Applicable Form (#5,6, 7 or 8) ❑ Other government agency contract
$5.000 to $100,000 ❑ Wr tten quote or proposal attached Agency
❑ (3) Written quotes attached ❑ Form #4, Personal Services $5K to $75K Contract #
PERSONAL SERVICES aecial Procurement Intergovernmental Agreement
$5.000 to $75.000 Form #g, Request for Approval ❑ Agency
❑ Less than $35,000, by direct appointment j2j` Written quote or proposal attached Date original contract approved by Council:
❑ (3) Wr tten proposals attached Dale approved by Council: 9M/lt (Date)
❑ Form #4, Personal Services $5K to $75K Valid until: Dale
Description of SERVICES Total Cost
u8z' aF pVEDGO f2EC)R Gl ~~'1r/NT HP/~LlL'/4 /tIj ' { 6 4r~
Item Quantity Unit Description of MATERIALS Unit Price Total Cost
rTOTAL~CCOST
Per attached quotelpropasal
$
JCK
i
r~
Project Number Account Number 71Q-0 (-9300 c2G tM
Account Number Account Number___-__-__-
'Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures.
IT Director in collaboration with department to approve all hardware and software purchases:
IT Director Dat Support -Yes/No
By si ning this requisition form, I certify that the City's public contracting requirements have been satisf ed.
Employee Signature: ^ ( p • /
e artment Head Signature :
. ~ ~ (Equal to org~eaterthan $5,000)
Additional signatures (if applicable):
/o
Funds appropriated for current fiscal year: ONO
NO
&k d* ed ~y✓r'h ~S/~Z Finance Director-(Equan rg eaferfhan $5,000) Date
Comments:
Form #3 - Requisition