SERVICE AGREEMENTService Agreement
TH ON-LINE SERVICES AGREEMENT (this "Agreement") is made and entered into this
day of , 2013, by and between GovernmentJobs.com, Inc., a
California corporation ( yb /a "NEOGOV"), and the City of Clearwter, FL, a public entity acting by and
through its duly appointed representative ("Customer").
1. Provision of On-line 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 fixity described in this
Agreement and in ExhibitA (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 Responsi ilitj. 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 alt laws applicable to Customer.
(c) Customer shall be responsible, as between NEOGOV 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.
(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
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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 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 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
NEOGOV, Inc. Proprietary and Confidential Page 2 of 12
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 iteng 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 FLORIDA, 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 infringernent 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 by NEOGOV 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.
9. Term and °Termination.
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(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 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 notification of termination 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 Terrn(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.
11. Force Majeure. 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 constitutes the entire agreement between the parties with respect to the subject matter hereof
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and shall be governed by and construed in accordance with the laws of the State of FLORIDA, 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 addition to all other contract requirements as provided by law, the contractor executing this agreement
agrees to comply with public records law specifically to:
a) Keep and maintain public records that ordinarily and necessarily would be required by the public
agency in order to perform the service being provided by the contractor hereunder.
b) Provide the public with access to public records on the same terms and conditions that the public
agency would provide the records and at a cost that does not exceed the cost provided for in Chapter 119,
Florida Statutes, as may be amended from time to time, or as otherwise provided by law.
c) Ensure that the public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law.
d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all
public records in possession of the contractor upon termination of the contract and destroy any duplicate
public records that are exempt or confidential and exempt from public records disclosure requirements.
All records stored electronically must be provided to the public agency in a format that is compatible with
the information technology systems of the public agency.
The contractor hereby acknowledges and agrees that if the contractor does not comply with a public
records request, the public agency shall enforce the contract provisions in accordance with the contract.
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.
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GovernmentJobs.co Inc., a California corpor
Signature:
Print Name: v t Lt+:°r vt?
Title: 't'i =t! axe
Date:
CITY OF CLEARWATER, FLORIDA
4AU
By: lu �f yt, U . 1 Date:
►
William_ B. Horne 11
City Manager
Ap
es ugall -Si
Assistant City Attu
ved as to form: Attest:
txklYt aie - C
Rosemarie. Call
City Clerk
,2013
NEOGOV, Inc. Proprietary and Confidential Page 6 of 12
Order Form
Customer:
E G ..
EXHIBIT A — ORDER FORM.
Bill To:
Agency: City of Clearwater, FL
Attention To:
Address:
Phone:
Eaail:
Quote Date:
Valid From:
Valid To:
Requested Service Da
•
7/25/2013
7/25/2013
Today plus 30 days
TBD
Revision:
Order Number:
Initial Term
12 Month
Order Summary:
NOT The following discounts are available if the contract is pre -paid for the specified number of
years: 2 years = 4% discount, 3 years = 6% discount, 4 years = 8% discount, 5 years = 10% off your
ongoing annual license.
1.0
Insight Enterprise Edition
Subscription License
1:1
+7 2`}'
$15,551.00
1.2
1.3
2.0
Provisioning
Training
$2,500.00
$5,000.00
Performance Evaluation
Subscription License
2.1
tt"5,2•50
S13,720.00
22
Pr
onmg
N/A
2.3
Training
$2,500.00-
Sub Total:
$29,271.003
$9,500.00
Order $38,771.00
'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.
2.A 10% discount has been applied to the annual recurring cost sine both INsight and PEform are being
purchased o the same agreement.
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Order Form
NEO•.
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)
• 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
* Cost of the scanner is not included unless listed on Exhibit A — ORDER FORM
* Requires a Scantron or similar Optical Mark Reader (OMR) scanner, special forms, form set-
up, and scanner software, which are not included unless listed on Exhibit A — ORDER FORM'
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Order Form
NEOGOV
Additionally, during the term of the subscription, the Customer will be provide&
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 FIR staff
• NEOGOV will conduct eight hours of on line instructor led 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
a 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 environment
1.3 Training
NEOGOV will deliver training 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.
2.0 NEOGOV Performance Evaluation (PE)
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Order Form
N E0(J C
2.1 PE Subscription License
The annual license for the NEOGOV Performance Evaluations Software includes the following:
• Configurable Performance Evaluations • Configurable Workflow
• Team Grouping • Ability to Design Custom Forms
• Goal Library • Form Templates
• Competency Modeling • Selectable Color Palettes
• Shareable Competency Content • Configurable Rating Scales
• Goal Copying • Batch Form creation
• Ability to Re-use Goals • Goal Alignment
• Org Charts • Goal Hierarchy
• Archiving Forms • Writing Assistant —Shared Content
• Uploading Content
• Development Goals.
Additionally, during the term of the subscription, the Customer will be provided:
Product Upgrades to Licensed Software
Agencies 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
2.2 PE Provisioning
The following activities are conducted as part of the NEOGOV PE implementation
• Assign a NEOGOV project implementation specialist
• Conduct project kick off, review implementation plan, discuss deliverables timeline, and set
schedule for weekly implementation meetings
• Create an agency-specific training environment which is used by your agency during training
and afterwards to train in prior to moving into production
• Configure performance evaluation forms
• Establish your agency's performance evaluation production environment
• Direct integration with the NEOGOV Insight Enterprise platform
2.3 PE Training
Training is a one-time cost and includes unlimited instructor led Online training including a one day
initial Online training session
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Proprietary and Confidential Page 10 of 12
Order Form
NEOCOV
I • t
4 L (.1
(I) 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 TI1E 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.
Software Provisioning for Insight Enterprise & Performance Evaluation
• 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.
Completion of Training
• One hundred percent (100%) of the training price is payable within thirty (30) days of completion
of training.
(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.
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Proprietary and Confidential Page 11 of 12
Order Form
N EC) G0\
Governmentlobs. Inc., a California co
Signature :rrr
Print Name:
Title:
Date:
CITY OF CLEARWATER, FLORIDA
``rCo L 4 J
By: W L A. II 4AP te: 9/9/ 2013
William B. Horne [1
City Manager
ved as to fo
Leslie Dougal
Assistant City A
Attest:
Rosemarie Call
City Clerk
NEOG0V, Inc. Proprietary and Confidential
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