HomeMy WebLinkAbout2011-297 HR - GovernmentJobs.com dba NeoGov for automation P�
Service Agreement
THIS O -LINE SERVICES AGREEMENT(this"Agreement")is made ' d entered into this day of
2011, by and between GovernmentJobs.com, ne., a California corporation (d/b/a
"NE OV"),and the County of Orange,NC 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(subj ct to the terms and conditions set forth
herein),to provide the services(the"Services")more fully described in this A eementand in Exhibit A(Order Form).
Customerhereby acknowledges and agrees that NEOGOV's provision and p rmance ofthe Services is dependent and
conditioned upon Customer's full performanceof its duties,obligations and responsibilities hereunder.
2. Additional NEOGOV Responsibilities.In connection with the performance ofthis Agreement,NEOGOV shall be
responsible for the following:
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(a) NEOGOV shall provide all required hosting and operations support forlthe applications provided through this
agreement.
(b) NEOGOV shall follow those support, maintenance and other proced res and shall provide those support,
maintenance and other services to Customer more fully described in this Agreement.
(c) Upon the termination of this AgreementNEOGOV shall provide the Customer a relational database export of all
customer data and NEOGOV shall destroy all copies of Customer's data.
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(d) Customer shall have continuous access to its Insight data inchding archi al data.
(e) NEOGOV shall notify Customer within 24 hours of a suspected breach lfustomerdata. NEOGOV will provide
periodic reports on security analysis of any such breach until a final analysisbeen performed and results provided to
Customer.
(f) Customer can request periodically and within reason,summaries of security audits.
(g) Customer can request performance reports no greater than on at least a gyarterly basis
(h) In the event Customer cannot access Customer's data due to litigation be een or involving NEOGOV and a third
party NEOGOV shall take immediate affirmative action to secure the release f,and/or access to,Customer's data. If
such release and/or access cannot be secured within five(5)days of the loss lof access Customer may,at its option,
terminate this Agreement pursuant to Section 9(e).
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3. Customer Responsibilities.In connection with the performance of this Agreement and the provision ofthe Services,
Customer shall be responsible for the following:
(a) NEOGOV's logos,including the"powered by"logo,may appear on the`jemployment opportunities", job
description"and other pages of Customer's web site.
(b) Customer shall be responsible for ensuring that Customer's use of the Sery ices and the performance of Customer's
other obligations hereunder comply with all 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 Agreemelnt for use onNEOGOV's system.
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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 a I such material upon termination of this
Agreement.
(c) Customer acknowledges and agrees that nothing in this Agreement or an other agreement grants Customer any
licenses or other rights with respect to NEOGOV's software system(source ccm le or object code)other than the right to
receive Services as expressly provided herein. NEOGOV shall retain all own hip 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 ofthis Agr mentto use and reproduce NEOGOV's
trademarks and logos for purposes of including such trademarks and logos in ad ertising and publicity materials and links
solely as permitted hereunder. All uses of such trademarks and logos shall cor form 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 W 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,NON INFRINGEMENT AND TITLE,AND
ANY WARRANTIES ARISING FROM A COURSE OF DEALING,USAG ,OR TRADE PRACTICE. NEOGOV
DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPT D,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 NEOGO SYSTEM AND OTHER PORTIONS
OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON TNE PERFORMANCE OF INTERNET
SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TI ES,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 SUC EVENTS.
6. Publicity. Following execution of this Agreement,the parties hereto m�y issue a press release, the form and
substance of which shall be mutually agreeable to the parties,announcing the lationship created by this Agreement.
Except as expressly contemplated herein,neither party shall issue any additions I press release which mentions the other
parry or the transactions contemplated by this Agreement without the prior co nt of the other party,which consent shall
not be unreasonably withheld.
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7. Nondisclosure. Through exercise of each party's rights under this Agreement,each party may be exposedto the
other party's technical, financial, business, marketing, planning, and other nformation and data, in written, oral,
electronic,magnetic,photographic and/or other forms,including but not limited' (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 secretor similarly
marked or identified and(ii)other communications which a reasonable person would recognize from the surrounding
facts and circumstances to be confidential or secret("Confidential Information")and trade secrets.In recognition of the
other party's need to protect its legitimate business interests,each party hereby ovenants 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 North Carolina,redistribute,
market,publish,disclose or divulge to any other person,firm or entity,or use of modify for use,directly or indirectly in
any way for any person or entity:(i)any of the other party's Confidential Info ation 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 sec vt under applicable law. If NEOGOV
delivers,or grants access, to Customer any data or information NEOGOV c 3nsiders a trade secret or Confidential
Information it shall immediately notify Customer in writing of the delivery of o access to such data or information and
shall immediately notify Customer in writing that such trade secret or Confident Information should not be disclosed to
third parties if NEOGOV determines such data or information should not be disclosed
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 p (except to the extent such claim or
infringement relates to any third party software incorporated into NEOGOV's a)plications),NEOGOV will defend such
action at its expense and will pay any and all fees,costs or damages that may finally awarded in such action orany
settlement resulting from such action(provided that Customer shall permit N OGOV to control the defense of such
action and shall not make any compromise,admission of liability or settlemen t or take any other action impairing the
defense of such claim withoutNEOGOV'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 maybe described in or offered through Customer's web site;and(i)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 OTIF ER PERSON OR ENTITY,EITHER
EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PUR SE) WITH RESPECT TO THE
SERVICES PROVIDED HEREUNDER. NEOGOV SHALL NOT BE LIA BLE TO CUSTOMER OR TO ANY
OTHER PERSON OR ENTITY,UNDER ANY CIRCUMSTANCE ORDU TO ANY EVENT WHATSOEVER,
FOR CONSEQUENTIAL OR INDIRECT DAMAGES,INCLUDING, iTHOUT 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 ofthe 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)m�nth 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 ofNEOGOV's gross negligence of willful,gross misconduct.
(e) NEOGOV shall release,defend,indemnify,and hold harmless Customer Born any and all third party claims for all
NEOGOV, Inc. Proprietary and Confidential Page 3 of 10
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loss,liability,claims or expense(including reasonable attorney's fees)arising From financial injury or loss, or bodily
injury,including death or property damage,to any person or persons caused in whole or in part by the negligence or
misconduct of the NEOGOV, except to the extent same are caused by the negligence or willful misconduct of the
Customer.
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 NEOGOV at least thirty(30)days prior to the endof the Initial Term or a Renewal Term.
(c) NEOGOV and the Customer reserve 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 thisAgreement,N OGOV shall provide Customer with a
dedicated data files suitable for importation into commercially available data a software(e.g.,MS-Access or MS-
SQL). The dedicated data files will be comprised of Customer's data contained'n NEOGOV's system. The structure of
the relational database will be specific to the Customer's data and will not be re resentative ofthe proprietary NEOGOV
database.
(e) Customer may terminate this Agreement immediately if NEOGOV is notjfunctional for up to five(S)
consecutive days,or up to 240 hours in a given 12 month spandue to issues within NEOGOV's control. This
section shall not apply to regularly scheduled downtime for which Customer is provided prior written notification
(f) In the event of Termination of this Agreement NEOGOV shall,within thirty(30)days of the date of termination,
reimburse Customer a pro-rata amount of the payment,as reflected in Exhibit Aa for the unexpired portion of the term of
this Agreement.
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 ustomer issues a purchase order or
modification to this Agreement and pays NEOGOV in advance the annual recurting charges then in effect. If there is an
increase in annual maintenance and support charges,NEOGOV shall give Cus mer written notice of such increase at
least thirty(30)days prior to the expiration of the applicable term. Any such r newal must be in the form of a written
document signed by both parties.
11. Force Maieure. NEOGOV shall not be liable for any damages,costs,ex p nses or other consequences incurred by
Customer or by any other person or entity as a result of delay in or inability to d liver any Services due to circumstances
or events beyond NEOGOV's reasonable control,including,without limitations (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)ript,military action or usurped power;or
(viii)actions or failures to act on the part of a governmental authority.
12. Pit back Clause. It is understood and agreed by Customer and NE OV that any governmental entity may
purchase the services specified herein in accordance with the prices,terms,and conditions of this agreement. It is also
NEOGOV, Inc. Proprietary and Confidential Page 4 of 10
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 maybe waived)
except through a written instrument signed by the party to be bound. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and shall be governed by and construed in accordance with
the laws of the State of North Carolina ,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.
14. Governing Law. This Agreement and the duties, responsibilities,obli ations and rights of respective parties
hereunder shall be governed by the laws of the State of North Carolina. Any an I all suits or actions to enforce,interpret
or seek damages with respect to any provision of,or the performance or non-performance of,this Agreement shall be
brought in the General Court of Justice of North Carolina sitting in Orange Couity,North Carolina and it is agreed by the
parties that no other court shal I have jurisdiction or venue with respect to such spits or actions. The Parties may agree to
nonbinding mediation of any dispute prior to the bringing of such suit or action.
SIGNATURE PAGE TO FOLLOW
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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.
Orange County
Signature:
Print Name: Frank W.Cli n
Title: County Manager
GovernmentJobs.com,Inc.,a California co ion
Signature:
Print Name: Sza�s r
Title: C�rGS ccw•�
Date: �L7_
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act.
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Finance Director
App d as t (Orin and legal sufficiency.
Oft of the my Atto ey
NEOGOV, Inc. Proprietary and Confidential Page 6 of 10
Order Form N EOOV,M
EXHIBIT A—ORDER FORM
Customer: Bill To:
Orange County.NC Orange County,NC
Minnie Wray Minnie Wray
mwrayna,co.ora .nc.us Address:200 SiCameron Street Hillsborough NC
919-245-2556 MAW a.co.oL44' ue.nc.us
919-245-2556
Ouote Date: 2/28/2011 Revision: i
Valid From: 2/28/2011
Valid To: 8/31/2011 Order Number:
Re uested Service Date: IaD-- Initial Term: 12 Months
Order Summary
tea. b 1"
MINE
%-
1.0 Insight Enterprise Edition
1.1 Subscription License($9,704.00 w/69%discount, this will $3,000.00
renew annually)
1.2 Provisioning $2,500.00
1.3 Training $2,500.00
1.4 GovernmentJobs.com Included
Sub T tal: $3,000.00 1 $5 000.00
Discounts provided: Annual License-$6,704.00, Provisioning-$2,500.00.Govemmentjobs com
$1,000.00
More detailed descriptions of the services are contained in the order detail fdr each service which are incorporated
herein and made a part hereof by this reference.
NEOGOV, Inc. Proprietary and Confidential ~ Page 7 of 10
Order Form N EOGOV
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]inthe 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 datasheets)*
• 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, eta
• 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 E4hibit 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 xhi it A
—ORDER FORM
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Order Form N EOGOW
Additionally, during the term of the subscription, the Customer wil be provided:
Unlimited Customer Support(6:00 AM—6:00 PM PT)
Customer Support shall be provided to the Customer both online 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 a Customer specific training environment that will be used
during training and post-training to allow the Customer to learn the system and begin
defining new roles, responsibilities, and activities within the HR staff
• NEOGOV will conduct eight hours of online instructor led training. NEOGOVwill
provide all required user exercises and user guides to RheAgency.
• Once the core user community is comfortable with the stem (typically within 10 hours
of hands-on use)they will train the remaining HR staff Ito complete their tasks using
Insight.
• Between the training and go-live, NEOGOV will compute 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 mcpving 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 environment
1.3 Training
NEOGOV will delivertraining to Customer recruiters. We will provide all required user
exercises and user guides to the Customer.
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 toa more isuccessful rollout.
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Order Form NECJGO
Order Form Terms and Conditions:
(1) The Customer hereby orders and GovernmentJobs.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 order form amount is payable within thirty (30) days of
execution of this Order Form and Service Agreement.($$,000.00)
(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 BEFOREYOU 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: Signature:
Print Name: L/ Print Name:
Title: Title: fifes; ,-
Date: =2 L _Ci Date: f►I
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