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17-131 Governmentjobs.com, Inc. dba Neogov., Software-As-A-Service)O/ ~ -o o o oo 7 11
AGREEMENT BETWEEN THE CITY OF CUPERTINO AND
GOVERNMENT JOBS.COM, INC., A CALIFORNIA CORPORATION (D/B/A
"NEOGOV"), FOR SOFTWARE-AS-A-SERVICE
THIS AGREEMENT, is entered into this fil day of August 2017, by and between the
CITY OF CUPERTINO, a California municipal corporation ("City"), and
GOVERNMENTJOBS .COM, INC., (d/b/a "NEOGOV"), a California corporation whose
address is [300 Continental Blvd. Suite 565 El Segundo, CA 90245] ("Software
Provider" or "NEOGOV") ( collectively referred to a s the "Parties").
RECITALS:
The following Recitals are a substantive portion of this Agreement:
1.
2 .
A. City is a municipal corporation duly organized and validly existing under
the laws of the State of California.
B. Software Provider is specially trained, experienced and competent to
perform the special services which will be required by this Agreement.
C . City and Software Provider desire to enter into an agreement for Software
Provider's provision of software-as-a-service (SaaS) pertaining to City 's
online systems. Through this Agreement, Software Provider shall provide
to City human resources software services and platforms relating to the
City's network. The full scope of services covered by this agreement is
described in the attached Exhibit A : Service Level Agreement (the
"SLA").
NOW, THEREFORE, the Parties mutually agree as follows:
TERM
(a) Initial Term. The term of this Agreement shall commence on AugustOt 2017 .
The term of this Agreement is twelve (12) months unless the Agreement is
terminated prior thereto under the provisions of Section 17 , below.
(b) Renewal Term(s). City in its sole discretion shall grant up to two (2) one-(1)
year Renewal Terms . Renewal shall occur only if City gives written notice of
same to NEOGOV prior to the end date for the current annual period being
performed. For each Renewal Term, NEOGOV will continue to provide City with
the Services, and will provide maintenance and support services as described
herein, provided City 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 City written notice of such increase at least thirty (30) days prior to the
expiration of the applicable term .
SCOPE OF SERVICES
Subject to the terms and conditions set forth in this Agreement, Software Provider
Page 1 of 19
shall perform each and every service to the schedule of performance set forth in
the SLA ( collectively "Services"), as described below.
A . Responsibilities of Software Provider. Software Provider shall provide the
software services as further described in the SLA. The Services provided under
this Agreement shall include (a) any software , plug-ins or extensions related to
the Services or upon which the Services are based including any and all updates,
upgrades, bug fixes, dot releases, version upgrades or any similar changes that
may be made available to the Software Provider from time to time (the
"Software"), (b) any technical documentation necessary or use of the Services, in
hard copy form or online (the "Documentation"), (c) regular maintenance of
Software Provider's system, and (d) other technology, user interfaces , know-how
and other trade secrets , techniques, designs, inventions, data , images, text,
content, APis, and tools provided in conjunction with the Services.
B. Equipment. If necessary to enable Software Provider to fulfill its obligations
under the SLA, Software Provider shall, at its sole cost and expense, furnish all
facilities , personnel and equipment to City necessary to provide the Services (the
"Equipment"). City agrees, if necessary , to install the Equipment at the location(s)
and in the manner specified by Software Provider and as directed by Software
Provider. Any Equipment installed by City is a part of the Service and loaned to
City by Software Provider, not sold. City agrees to return the Equipment to
Software Provider at the termination of this Agreement in an undamaged
condition, less ordinary wear and tear.
c. Registration. Prior to using the Services , City shall identify the administrative
users for its account ("Administrators"). Each Administrator will be provided an
administrator ID and password.
D. License Grant. Software Provider hereby grants City a license to use the
Software and the Documentation for the permitted purpose of accessing the
Services.
E. Reservation of Rights and Data Ownership. City shall own all right, title and
interest in its data that is related to the services provided by this contract.
Software Provider shall not access City user accounts or City data, except ( 1) as
essential to fulfillment of the objectives of this Agreement, (2) in response to
service or technical issues, or (3) at City's written request.
F. Data Protection. In carrying out the Services, Software Provider shall endeavor
to protect the confidentiality of all confidential, non-public City data ("City
Data") as follows:
1. Implement and maintain appropriate security measures to safeguard
against unauthorized access, disclosure or theft of City Data in accordance
with recognized industry practice .
2. City Data shall be encrypted at rest and in transit with controlled access.
Unless otherwise stipulated, Software Provider is responsible for
encryption of the City Data.
3 . Software Provider shall not use any City Data collected by it in connection
with the Service for any purpose other than fulfilling the obligations under
this Agreement.
G. Software Ownership. Software Provider owns the Services , Software ,
Page 2 of 19
Documentation , and any underlying infrastructure provided by Service Provider
in connection with this Agreement. City acknowledges and agrees that (a) the
Services , any Software and Documentation are protected by United States and
international copyright, trademark, patent, trade secret and other intellectual
property or proprietary rights laws , (b) Software Provider retains all right, title
and interest (including , without limitation, all patent, copyright, trade secret and
other intellectual property rights) in and to the Services , the Software , any
Documentation , any other deliverables, any and all related and underlying
technology and any derivative works or modifications of any of the foregoing , ( c)
the Software and access to the Services are licensed on a subscription basis , not
sold , and City acquires no ownership or other interest in or to the Services, the
Software or the Documentation other than the license rights expressly stated
herein, and (d) the Services are offered as an on -line , hosted solution , and that
City has no right to obtain a copy of the Services .
H. Restrictions . City agrees not to, directly or indirectly: (i) modify , translate , copy
or create derivative works based on the Service or any element of the Software ,
(ii) interfere with or disrupt the integrity or performance of the Services or the
data contained therein or block or disrupt any use or enjoyment of the Services by
an y third party , (iii) attempt to gain unauthorized access to the Services or their
related systems or networks or (iv) remove or obscure any proprietary or other
notice contained in the Services , including any report s or data printed from the
Services.
1. Security Incident. In the ev ent a data breach occurs with respect to City Data ,
Software Provider shall immediately notify the appropriate City contact by
telephone in accordance with the agreed upon security plan or security procedures
if it reasonably believes there has been a security incident. Software Provider
shall ( 1) cooperate with City to investigate and resolve the data breach , (2)
promptly implement necessary remedial measures, if necessary, and (3) document
responsive actions taken related to the data breach, including any post-incident
review of events and actions taken to make changes in business practices in
providing the services, if necessary .
J . Notification of Legal Requests. Software Provider shall contact City upon
receipt of any electronic discovery , litigation holds, discovery searches and expert
testimonies related to City Data . Software Provider shall not respond to
subpoenas, service of process and other legal requests related to City without first
notifying City , unless prohibited by law from providing such notice.
K. Responsibilities and Uptime Guarantee. Software Provider shall be responsible
for the acquisition and operation of all hardware, software and network support
related to the services being provided. The technical and professional activities
required for establishing, managing and maintaining the environments are the
responsibilities of Software Provider. The system shall be available for City's use
on a 24/7/365 basis (with agreed-upon maintenance downtime).
L. Subcontractor Disclosure. Software Provider shall identify all of its strategic
business partners related to services provided under this Agreement, including all
subcontractors or other entities or individuals who may be a party to a joint
venture or similar agreement with Software Provider, and who shall be involved
in any application development and/or operations.
Page 3 of 19
M. Business Continuity and Disaster Recovery. Software Provider shall provide a
business continuity and disaster recovery plan upon request and ensure City's
recovery time objective (RTO) of 48 hours .
N. Compliance with Accessibility Standards. Software Provider shall comply with
and adhere to the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101).
o. Web Services. Software Provider shall use Web services exclusively to interface
with City Data in near real time when possible .
P. Encryption of Data at Rest. Software Provider shall ensure hard drive
encryption consistent with validated cryptography standards as referenced in FIPS
140-2, Security Requirements for Cryptographic Modules for all personal data,
unless City approves the storage of personal data on Software Provider's portable
device in order to accomplish work as defined in the statement of work.
3 . COMPENSATION TO SOFTWARE PROVIDER
Software Provider shall be compensated for services performed pursuant to this
entire Agreement as follows. The first year's payments shall be no more than ten
thousand seven hundred thirty-two dollars ($10,732 .00) for the annual payment
and no more than nine thousand dollars ($9000) for one-time costs, for a total of
nineteen thousand seven hundred thirty-two dollars ($19,732.00). The payments
specified in this section shall be the only payments to be made to Software
Provider for services rendered pursuant to this Agreement. Software Provider
shall invoice City according to the following schedule of milestones:
I. Required software and Licenses
One hundred percent ( 100%) of the annual license price for $5,512.00
Insight (including any Integrations) is payable within thirty (30)
days of the execution of this agreement
One hundred percent (100%) of the GovernmentJ obs.com $1,500.00
subscription price is payable within thirty (30) days of the
execution of this agreement
One hundred percent (100%) of the annual license price for $3,720.00
Onboard (including any Integrations) is payable within thirty (30)
days of September 30th, 2017
II . Training
One hundred percent (100%) of the non-recurring costs for $2,50 0 .00
Insight is payable within thirty (30) days of the execution of this
agreement
One hundred percent ( 100%) of the non-recurring costs for $2,000.00
Onboard is payable with thirty (30) days of September 30th, 2017
Ill. Software Implementation
One hundred percent (100%) of the non-recurring costs for $2,500.00
Insight are to be paid to NEOGOV within thirty (30) days of the
execution of this agreement
One hundred percent (100%) of the non-recurring costs for $2,000.00
Onboard are to be paid to NEOGOV within thirty (30) days of
September 30th, 2017
Page 4 of 19
4.
City shall pay Software Provider within thirty (30) days after receipt of Software
Provider's invoice. City shall return to Software Provider any payment request
determined not to be a proper payment request as soon as practicable, but no later
than seven (7) days after receipt, and shall explain in writing the reasons why the
payment request is not proper.
City shall have the option to renew this Agreement under the terms stated herein
for two additional annual terms for a sum of ten thousand seven hundred thirty-
two dollars ($10 ,732 .00) per year. Such renewal shall be in writing and shall be
signed by the parties prior to the expiration of the then-operative agreement term.
OWNERSHIP, PROTECTION AND SECURITY
(a) The parties agree that the NEOGOV marks and selective City 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 data supplied or furnished by City hereunder for incorporation
into or delivery through the application(s) described in this Agreement shall
remain with City, 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) City acknowledges and agrees that nothing in this Agreement or any other
agreement grants City 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 City 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
City's standard guidelines and requirements for use of such trademarks and logos.
5. TIME IS OF THE ESSENCE
Software Provider and City agree that time 1s of the essence regarding the
performance of this Agreement.
6. LICENSES; PERMITS; ETC.
Software Provider represents and warrants to City that it has all licenses, permits ,
qualifications , and approvals of whatsoever nature which are legally required to
carry out the purposes of this Agreement.
7. ASSIGNMENTS. Software Provider may assign, sublease , or transfer this
Agreement, or any interest therein, to a third party with the prior written consent
of City . Such consent shall not be unreasonably withheld. City's withholding of
Page 5 o f 19
consent shall be deemed reasonable if it appears that the intended assignee in
question is not financially or technically capable of performing Software
Provider's obligations under this Agreement, or if City has reason to conclude
that the proposed assignee is otherwise incapable of fulfilling Software Provider's
duties hereunder.
8. INDEPENDENT PARTIES
City and Software Provider intend that the relationship between them created by
this Agreement is that of independent contractor. No civil service status or other
right of employment will be acquired by virtue of Software Provider's services.
None of the benefits provided by City to its employees, including but not limited
to, unemployment insurance, workers' compensation plans, vacation and sick
leave are available from City to Software Provider, its employees or agents.
Software Provider is not a "public official" for purposes of Government Code §§
87200 et seq.
9. IMMIGRATION REFORM AND CONTROL ACT (IRCA)
Software Provider assumes any and all responsibility for verifying the identity
and employment authorization of all of his /her employees performing work
hereunder, pursuant to all applicable IRCA or other federal or state rules and
regulations. Software Provider shall indemnify and hold City harmless from and
against any loss, damage, liability, costs or expenses arising from any
noncompliance of this provision by Software Provider.
10. NON-DISCRIMINATION
Consistent with City's policy prohibiting harassment and discrimination, Software
Provider agrees that neither it nor its employee or subcontractors shall harass or
discriminate against a job applicant, a City employee, or a citizen on the basis of
race, religious creed, color, national origin, ancestry, handicap, disability, marital
status, pregnancy, sex, age, sexual orientation, or any other protected class status.
Software Provider agrees that any and all violations of this provision shall
constitute a material breach of this Agreement.
11. INTELLECTUAL PROPERTY INDEMNIFICATION
Software Provider agrees to, at its expense, defend and/or settle any claim made
by a third party against City alleging that the City's use of the Services infringes
such third party's United States patent, copyright, trademark or trade secret (an
"IP Claim"), and pay those amounts finally awarded by a court of competent
jurisdiction against City with respect to such IP Claim .
12. DUTY TO INDEMNIFY AND HOLD HARMLESS & LIABILITY
Software Provider shall indemnify, defend, and hold harmless City and its
officers, officials, agents, employees and volunteers from and against any and all
liability, claims, actions, causes of action or demands whatsoever against any of
them, including for any injury to or death of any person or damage to property or
other liability of any nature, whether physical, emotional, consequential or
otherwise, arising out, pertaining to, or related to the performance of this
Page 6 of 19
Agreement by Software Provider or Software Provider's employees, officers,
officials, agents or independent contractors , except where such liability arises
solely as a result of the active negligence or tortious conduct of City or its agent.
Such costs and expenses shall include reasonable attorneys' fees of counsel of
City's choice, expert fees and all other costs and fees of litigation . The provisions
of this Section survive the completion of the Services or termination of this
Contract.
Under no circumstances shall Software Provider's total liability to City 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 Software Provider hereunder for the Initial
Term(s) and restrictions, provided, however that the foregoing limitations set
forth in this Section 12 shall not apply to actions brought for any injury to persons
or damages to property arising out of Software Provider's gross negligence or
willful misconduct.
13. INSURANCE:
A. General Requirements . On or before the commencement of the term of this
Agreement, Software Provider shall furnish City with certificates showing the
type , amount, class of operations covered, effective dates and dates of expiration
of insurance coverage in compliance with the requirements listed in Exhibit "B".
Software Provider shall maintain in force at all times during the performance of
this Agreement all appropriate coverage of insurance required by this Agreement.
B . Subrogation Waiver. Software Provider agrees that in the event of loss due
to any of the perils for which it has agreed to provide comprehensive general and
automotive liability insurance, Software Provider shall look solely to its insurance
for recovery. Software Provider hereby grants to City, on behalf of any insurer
providing comprehensive general and automotive liability insurance to either
Software Provider or City with respect to the services of Software Provider
herein, a waiver of any right to subrogation which any such insurer of said
Software Provider may acquire against City by virtue of the payment of any loss
under such insurance.
14. RECORDS
Software Provider shall maintain internal records reflecting that the Services were
performed by Software Provider hereunder in accordance with customary
recordkeeping practices in the software development industry. Software Provider
shall provide free access to such records to the representatives of City or its
designee's at all reasonable and proper times, and gives City the right to examine
and audit same, and to make transcripts therefrom as necessary. No such
examination and audit shall give City the right to access records relating to other
Software Provider customers. Such records shall be maintained for a period of
three (3) years after Software Provider receives final payment from City for all
services required under this agreement.
Page 7 of 19
15. NONAPPROPRIATION
This Agreement is subject to the fiscal provisions of the Cupertino Municipal
Code and Agreement will terminate without any penalty (a) at the end of any
fiscal year in the event that funds are not appropriated for the following fiscal
year, or (b) at any time within a fiscal year in the event that funds are only
appropriated for a portion of the fiscal year and funds for this Agreement are no
longer available. This Section shall take precedence in the event of a conflict with
any other covenant, term , condition, or provision of this Agreement.
16. NOTICES
All notices, demands, requests or approvals to be given under this Agreement
shall be given in writing and conclusively shall be deemed served when delivered
personally or on the second business day after deposit in the U.S . Mail, postage
prepaid, addressed as hereinafter provided . All notices , demands, requests , or
approvals shall be addressed as follows:
TO CITY:
City of Cupertino
10300 Torre Ave .
Cupertino CA 95014
Attention: Bill Mitchell
Copy to:
Randolph Hom, Esq.
City Attorney, City of Cupertino
20410 Town Center Lane, Suite 210
Cupertino, CA 95014-3255
TO SOFTWARE PROVIDER:
£:? V\{"(y:r) V1V 11f/• b.£ · (J:,l\-\,.A'\L
3a o ~hhvt"C htnl 131vcl ~le. >(l)S
E::l ~~/VV!d o , (/::) Cf OUIS
Attention: s::r:~h!:t-CJ c S/
17. TERMINATION
A. Basis for Termination. In the event Software Provider fails or refuses to
perform any of the provisions hereof at the time and in the manner required
hereunder, Software Provider shall be deemed in default in the performance of
this Agreement. If Software Provider fails to cure the default within the time
specified and according to the requirements set forth in City's written notice of
default, and in addition to any other remedy available to the City by law , the City
Manager may terminate the Agreement by giving Software Provider written
notice thereof, which shall be effective immediately . The City Manager shall also
have the option, at its sole discretion and without cause, of terminating this
Agreement by giving seven (7) calendar days' prior written notice to Software
Page 8 of 19
Provider as provided herein . Upon receipt of any notice of termination , Software
Provider shall immediately discontinue performance. In the event of termination
of this Agreement by City without cause, City shall be entitled to no
reimbursement of sums already paid to Software Provider under the Agreement.
B. This Agreement shall terminate according to its own terms at the end of
the initial one-year term unless it is renewed by City in accordance with
paragraph 1, above .
C . Handling of City Data. In the event of a termination of this Agreement,
Software Provider shall implement an orderly return of City data in a CSV or
another mutually agreeable format at a time agreed to by the parties and the
subsequent secure disposal of City data. During any period of service suspension,
Software Provider shall not take any action to intentionally erase any City data for
a period of 30 days after the effective date of termination, unless authorized by
City. City shall be entitled to any post-termination assistance generally made
available with respect to the Services; unless a unique data retrieval arrangement
has been established as part of the SLA. Software Provider shall securely dispose
of all requested data in all of its forms , such as disk , CD/ DVD, backup tape and
paper, when requested by City. Data shall be permanently deleted and shall not be
recoverable, according to National Institute of Standards and Technology (NIST)-
approved methods. Certificates of destruction shall be provided to City.
18. WARRANTY AND WARRANTY DISCLAIMER
A. Software Provider warrants that, (i) the services shall be provided in a
diligent, professional, and workmanlike manner in accordance with industry
standards, (ii) the services provided under this agreement do not infringe or
misappropriate any intellectual property rights of any third party, and (iii) the
services shall substantially perform in all material respects as described in the
SLA in the event of any breach of section (iii), above , Software Provider shall, as
its sole liability and your sole remedy, repair or replace the services that are
subject to the warranty claim at no cost to City or if Software Provider is unable
to repair or replace, then it will refund any pre-paid fees for services not rendered .
Except for the warranty described in this section, the services are provided
without warranty of any kind, express or implied including, but not limited to, the
implied warranties or conditions of design, merchantability, fitness for a particular
purpose , and any warranties of title and non-infringement.
B. Software provider does not and cannot control the flow of data to or from
the software provider's 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 city 's connections to the internet ( or portions thereof). Although
software provider will use commercially reasonable efforts to take all actions it
deems appropriate to remedy and avoid such events, software provider cannot
guarantee that such events will not occur. Accordingly , software provider
disclaims any and all liability resulting from or related to such events.
Page 9 o f 19
19. COMPLIANCE
Software Provider shall comply with all state or federal laws and all ordinances,
rules , policies and regulations enacted or issued by City .
20. CONFLICT OF LAW
This Agreement shall be interpreted under, and enforced by the laws of the State
of California with the exception of any choice of law rules which may direct the
application of laws of another jurisdiction. Any suits brought pursuant to this
Agreement shall be filed with the Superior Court for the County of Santa Clara,
State of California.
21. ADVERTISEMENT
Software Provider shall not post, exhibit, display or allow to be posted, exhibited,
displayed any signs, advertising, show bills, lithographs , posters or cards of any
kind pertaining to the services performed under this Agreement unless pnor
written approval has been secured from City to do otherwise.
22. INTEGRATED CONTRACT
This Agreement, including all appendices , represents the full and complete
understanding of every kind or nature whatsoever between the Parti e s, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged
herein. No verbal agreement or implied covenant shall be held to vary the
provisions hereof. Any modification of this Agreement will be effective only by
written execution signed by both City and Software Provider.
23. AUTHORITY
The individual(s) executing this Agreement represent and warrant that they have
the legal capacity and authority to do so on behalf of their respective legal
entities.
Page to of 19
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed.
GOVERNMENT JOBS.COM,
INC., a California corporation
(d/b/a "NEOGOV"
By J&(
Title __ &'~®~~fn~:J~C-tffe~_
Date .tr-( Cf ( (7
CITY OF CUPERTINO :YM~
Title t::':r-Q
Date 9/~1/,-,.
0 Over $175 ,000-Counci l Approva l Required
0 Over $45 ,000-Dept. Head Approval Required
181 Up to $45 ,000-Designated Supervisor
Approval Required
RECOMMENDED FOR
APPROVAL
APPROVED AS TO FORM:
, ~/ City Attorney
~ Randolph Hom
Page 11 of 19
Exhibits:
Exhibit A: Service Level Agreement
Exhibit B: Insurance Requirements and Proof of Insurance
Exhibit A: Service Level Agreement ("SLA")
Annual Recurring Fees
Annual
Ri;:!i;yrrin&;
Line Description 1 Cost
1. Insight Enterprise Edition (IN)
IN License $5,512.00
2. GovernmentJobs .com Job Posting Subscription (GJC)
GJC License $1,500.00
3. Perform (PE)
PE License NIA
4. Onboard (ON)
ON License -10 % Discount with Multi-Prod Purchase of IN i41 B4.00
$3,720.00
5. NEOGOV Integrations
Integration Maintenance NIA
Sub Total: $10,732.00
Non-Recurring Fees
~
B~tucrig2,
Line Description 1 Fees
NEOGOV Services
6. Insight (IN)
Setup and Implementation $2,500.00
Training $2,500.00
Perform (PE)
Setup and Implementation NIA
Training NIA
Onboard (ON)
Setup and Implementation $2,000.00
Training $2,000.00
Onboard form building as Professional Service2
NEOGOV Integrations
Setup and Configuration NIA
-Sub Total: $9,000.00
Order Total: $19,732.00
1More 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 (NIA, NA) on the Summary form are not
included. City may request a quote for these services at their discretion through the term of
this contract.
2NEOGOV ON includes 19 and W4 standard forms that are regularly updated by NEOGOV.
Additional forms or form maintenance are available by NEOGOV Professional services at the
following cost:
Background forms $295 per form
Dynamic Forms $195 per form
• Updates to existing forms $200 an hour
Additionally, during the term of any subscription license, City will be provided:
Customer Support -Provided to the City both on-line and by telephone Monday -Friday, 6:00
AM-6:00 PM PT (excluding NEOGOV holidays).
Product Upgrades to Licensed Software -City shall receive all product upgrades to
purchased package. Product upgrades are automatic and available upon the next login
following a product upgrade rollout.
Order Detail
Note: Items designated as Not Applicable (NI A , NA) on the Summary form are not included.
City may request a quote for these services at their discretion through the term of this contract.
1.0 Insight Enterprise (IN)
License Subscriotion to NEOGOV IN
City's subscription to the Insight platfom1 includes the following functionality :
Recruitment
• Online job application
• Online job announcements and descriptions
• Automatic online job interest cards
• Recruitment and examination planning
Selection
• Configurable supplemental questions
• Define unique scoring plans
• Test analysis and pass-point setting
• Score, rank, and refer applicants
Applicant Tracking
• Email and hardcopy notifications
• EEO Data collection and reports
• Track applicants by step/hurdle
• Schedule written, oral, and other exams
• Candidate Self-Service Portal for scheduling and application status
Reporting and Analysis
• 90 standard system reports
• Ad Hoc reporting tool
HR Automation
• Create and route job requisitions for approval
• 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 GovemmentJobs .com website .
• May add an unlimited number of postings
Note: jobs advertised on the promotional and transfer webpage's are not
advertised on GovemmentJobs.com as these are typically for internal
employees .
3.0 NEOGOV Perform (PE)
License Subscription to NEOGOV PE
The annual license for the NEOGOV Performance Evaluations Software includes the
following :
• Configurable PerformanceEvaluations
• Goal Library
• Shareable Competency Content
• Development Plans
• Configurable Process Workflows
• Ability to build Content sections forre-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 Forms $195 perform
Updates to existing forms $200 an hour
5.0 NEOGOV Integrations
NEOGOV offers Standard Integrations as well as platform APis for 3rd party system
integration(s). Standard Integrations include:
• Conduct project scope, review integration plan, discuss timeline , and set schedule for
required meetings
• Annual Maintenance By NEOGOV
Note: NEOGOV APis are to be configured directly by City 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).
6.0 NEOGOV Services
Setup and Provisioning
The following activities are conducted as part of the NEOGOV implementation:
• City to review the project kick-off tutorial for information on the project
timeline, deliverables, and establish projectexpectations.
• NEOGOV will establish the City 's production environment
Training
NEOGOV training is available online (web-based , pre-built, content) unless otherwise
proposed as included in the Order Form. City shall 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 City-led training sessions internally to introduce user-specific
requirements and processes for staff to learn the system as closely as possible to the
City's actual recruitment processes after go-live .
Contract No. __ _
Exhibit B: Insurance Requirements and Proof of Insurance
Proof of insurance coverage described below is attached to this Exhibit, with City named as
additional insured.
1. MINIMUM SCOPE AND LIMITS OF REQUIRED INSURANCE POLICIES
Additional Insureds:
City, its City Council, boards and commissions, officers, employees and volunteers shall be
named as additional insureds under all insurance coverages, except any professional liability
insurance, required by this Agreement. The naming of an additional insured shall not affect any
recovery to which such additional insured would be entitled under this policy if not named as
such additional insured. An additional insured named herein shall not be held liable for any
premium, deductible portion of any loss, or expense of any nature on this policy or any extension
thereof. Any other insurance held by an additional insured shall not be required to contribute
anything toward any loss or expense covered by the insurance provided by this policy.
Workers' Compensation:
Statutory coverage as required by the State of California and Liability Insurance with limit of no
less than $1 ,000,000 per accident for bodily injury or disease .
General Liability:
Commercial general liability coverage in the following minimum limits:
Bodily Injury:
$1,000,000 each occurrence
$1 ,000,000 aggregate -all other
Property Damage:
$500 ,000 each occurrence
$1,000,000 aggregate
If submitted, combined single limit policy with aggregate limits in the amounts of $2,000,000
will be considered equivalent to the required minimum limits shown above.
Cyber Liability:
Insurance, with limits not less than:
$2 ,000,000 each occurrence
$2,000,000 aggregate -all other
Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by
Software Provider in this agreement and shall include, but not be limited to, claims involving
infringement of intellectual property, including but not limited to infringement of copyright,
trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction
of electronic information, release of private information, alteration of electronic information,
extortion and network security. The policy shall provide coverage for breach response costs as
well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient
to respond to these obligations .
18
Contract No. ---
If the Software Provider maintains broader coverage and /or higher limits than the minimums
shown above, the City requires and shall be entitled to the broader coverage and/or higher limits
maintained by the Software Provider . Any available insurance proceeds in excess of the
specified minimum limits of insurance and coverage shall be available to the City.
2 . ABSENCE OF INSURANCE COVERAGE.
City may direct Software Provider to immediately cease all actlv1tles with respect to this
Agreement if it determines that Software Provider fails to carry, in full force and effect, all
insurance policies with coverages at or above the limits specified in this Agreement . At
the City's discretion, under conditions of lapse, City may purchase appropriate insurance and
charge all costs related to such policy to Software Provider.
3 . PROOF OF INSURANCE COVERAGE AND COVERAGE VERIFICATION .
A Certificate of Insurance , on an Accord form , and completed coverage verification shall be
provided to City by each of Software Provider's insurance companies as evidence of the
stipulated coverages prior to the Commencement Date of this Agreement, and annually
thereafter for the term of this Agreement. All of the insurance companies prov iding insurance
for Software Provider shall be licensed to do insurance business in the State of California and
shall have, and provide evidence of, a Best Rating Service rate of A VI or above . The
Certificate of Insurance and coverage verification and all other notices related to cancellation or
non-renewal shall be mailed to :
City Clerk
City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014-3202
19
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A :
NAIC #
NAME:CONTACT
(A/C, No):FAX
E-MAILADDRESS:
PRODUCER
(A/C, No, Ext):PHONE
INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
$
$
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)
COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOSAUTOS ONLY NON-OWNED
SCHEDULEDOWNED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
EROTH-STATUTEPER
LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR
CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE
DAMAGE TO RENTED $PREMISES (Ea occurrence)
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY PRO-JECT LOC
CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED
AUTOS ONLY
8/29/2017
ABD Insurance & Financial Services
450 Sansome Street, #300
San Francisco, CA 94111 415-483-7770 415-483-7769
www.theabdteam.com
Rod Sockolov
Certificate Request
CertRequest@theabdteam.com
Governmentjobs.com, Inc. (NEOGOV)
300 Continental Blvd. Suite 565
El Segundo, CA 90245
37499289
City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014-3255
RE: All Operations of the Named Insured.
1,000,000
300,000
15,000
1,000,000
3,000,000
3,000,000
1,000,000
5,000,000
5,000,000
1,000,000
1,000,000
1,000,000
A TCP 7011473-10 8/25/2017 8/25/20183
3
3
B TCA 7011474-10 8/25/2017 8/25/2018
3 3
A TCP 7011473-10 8/25/2017 8/25/201833
3 10,000
A TCW 7011475-10 8/25/2017 8/25/2018 3
D Errors & Omissions/ Cyber Liability G28209964001 1/25/2017 1/25/2018 Limit : $2,000,000
and Data Breach
Berkley National Insurance Company 38911
Berkley Regional Insurance Company 29580
Illinois Union Insurance Company 27960
37499289 | 17-18 GL,AU,Umb,WC, E&O (2M) | Patra (1) | 8/29/2017 5:15:15 PM (PDT) | Page 1 of 1
