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HomeMy WebLinkAbout2017-236-E HR - NEOGOV, Inc. for license subscription to NEOGOV Perform DocuSign Envelope ID:E53B24FF-8900-482C-BC81-C6277D8784B3 [Departmental Use Only] TITLE NEOGOV Perform FY 2017-18 NORTH CAROLINA SERVICES AGREEMENT UNDER $90,000.00 NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this 1st day of May, 2017, ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina(hereinafter, the "County")and GovernmentJobs.com,Inc.d/b/a/NEOGOV,Inc,(hereinafter,the"Provider"). WITNESSETH: That the County and Provider,for the consideration herein named,do hereby agree as follows: 1. 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to(insert type of project): See attached Exhibit A,which is hereby incorporated into this document. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent,professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality,accuracy and timely completion and/or submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies,ambiguities,mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement,shall be considered employees or agents of the Provider only and not of the County,and any and all claims that may or might arise under any workers compensation or other law or contract on DocuSign Envelope ID:E53B24FF-8900-482C-BC81-C6277D8784B3 behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses,certifications,or related credentials Provider represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses,certifications,or credentials and that such licenses certifications,or credentials are current,active,and not in a state of suspension or revocation. vi) In determining the basic services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of any proposal. c. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND COUNTY'S USE OF THE SERVICES 1S AT ITS OWN RISK. PROVIDER 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. PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. d. PROVIDER DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM THE PROVIDER 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 COUNTY'S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ALTHOUGH PROVIDER WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, PROVIDER CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, TO THE EXTENT ALLOWABLE BY NORTH CAROLINA LAW PROVIDER DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS. 3. Basic Services a. Basic Services.The Services to be rendered pursuant to this Agreement are as follows(fully describe services to be provided): See attached Exhibit A,which is hereby incorporated into this document. 4. Duration of Services a. Term. The term of this Agreement shall be from May 1,2017 to April 30,2018. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary,to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be May 1,2017. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services under this Agreement. The maximum amount payable for Basic Services shall not exceed Twenty Nine Thousand Dollars($29,000.00). Payment for Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute.Should Provider DocuSign Envelope ID:E53B24FF-8900-482C-BC81-C6277D8784B3 fail to perform its duties under the terms of this Agreement, County may, without fault or penalty,withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Brenda Bartholomew, Human Resources Director) to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. b. County shall be responsible, as between Provider and County, for the accuracy and completeness of all records and databases provided by County in connection with this Agreement for use on Provider's system. Provider will have no responsibility or liability for the accuracy of data entered into or uploaded to the system by County,including without limitation County Data and any other data uploaded by users. c. Acceptable Use County will comply with the Scope of Work associated with this agreement and refrain from: (i)providing System passwords or other log-in information to any third party except those specifically authorized to access the services in this agreement;(ii)share non-public System features or content with any third party; or (iii) access the System in order to build, assist, or facilitate the assembly of a competitive product or service,to build a product using similar ideas,features,functions or graphics of the System,or to copy any ideas,features,functions or graphics of the System. Unauthorized Access County will take reasonable steps to prevent unauthorized access to the System, including without limitation by protecting its passwords and other log-in information. County will notify Provider immediately of any known or suspected unauthorized use of the System or breach of its security and will use best efforts to stop said breach. 7. Insurance a. General Requirements.Provider shall obtain,at its sole expense,Commercial General Liability Insurance, Automobile Insurance,Workers'Compensation Insurance,and any additional insurance as may be required by County's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements(each document is incorporated herein by reference and may be viewed at http://www.orangecountvnc.gov/departments/purchasing division/contracts.php). If County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A(if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity&Liability a. Indemnity. The Provider agrees to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. DocuSign Envelope ID:E53B24FF-8900-482C-BC81-C6277D8784B3 b. TO THE EXTENT ALLOWABLE BY NORTH CAROLINA LAW, OTHER THAN THOSE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER DOES NOT MAKE ANY WARRANTIES TO COUNTY 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. PROVIDER SHALL NOT BE LIABLE TO COUNTY 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. c. To the extent allowable by North Carolina law, under no circumstances shall PROVIDER's total liability to County 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 five times (5x) the aggregate amount of fees and revenue received by PROVIDER hereunder for the Initial Term(s) and restrictions provided in Exhibit A(Order Form); provided, however that the foregoing limitations set forth in this Section 8(c) shall not apply to actions brought under 8(a) above or to any injury to persons or damages to property arising out of PROVIDER's gross negligence or willful, gross misconduct. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination (a) PROVIDER reserves the right to terminate this Agreement immediately if the Services provided hereunder become illegal or contrary to any applicable law,rule,regulation,public policy. (b) County shall have the right to terminate this Agreement(i) upon expiration of the then-current license term,or(ii)upon material breach of any of the terms of this Agreement,provided that Provider has not taken all reasonable actions to remedy the breach. County shall give Provider thirty (30) days prior written notice of its intent to terminate this Agreement for cause. The term shall renew automatically for successive one- year terms unless County provides written notice of its intent not to renew to the other party at least thirty(30)days before the expiration of the then-current license term. (c) Upon termination County may elect to receive either associated data files from the system or read only access for a determined period. i. County Data Post-Termination:Upon request within ninety(90)days of expiration of the final license term,Provider shall provide County with a dedicated data file from the system(s),or provide a proprietary and confidential delete of data.The dedicated data files will be comprised of County's standard data contained in Provider's Insight system.The structure of the relational database will be specific to the County's data and will not be representative of the proprietary Provider database.For data residing on Provider systems for more than ninety(90)days after the date of expiration and termination of this Agreement,Provider retains the right to purge such data from Provider systems. ii. Read Only Access:If County requests Provider maintain read-only access after termination of this Agreement,County acknowledges and agrees to an upfront payment worth 10%of the annual license of this Agreement.Access to the system(s)shall be limited to the functionality included at time of termination DocuSign Envelope ID:E53B24FF-8900-482C-BC81-C6277D8784B3 d. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County thirty(30)days'prior written notice of its intent to terminate this Agreement for cause. e. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. f. Suspension. County may suspend the Basic Services and this Agreement at any time for County's convenience and without penalty to County upon three (3) days' notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment.The County and the Provider each bind themselves,their successors,assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties,responsibilities,obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147-86.58. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and 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 County,North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party,however,the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable,the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider's performance of this Agreement generate documents,items or things that are specific to this Project such documents,items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County.County acknowledges and agrees that nothing in this Agreement or any other agreement grants County any licenses or other rights with respect to Provider's software system (source code or object code)other than the right to receive Services as expressly provided herein. Provider shall retain all ownership in the intellectual property and all other proprietary rights and interests associated with Provider's software system and Services and all components thereof and associated documentation, except as DocuSign Envelope ID:E53B24FF-8900-482C-BC81-C6277D8784B3 expressly provided herein. County receives no rights to the Licensed Software other than those specifically granted. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement,then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement,but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action,which adversely affects County's authority to continue its obligations under this Agreement,then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail,return receipt requested to the following: Orange County Provider's Name Attention:Brenda Bartholomew John Closs P.O.Box 8181 Finance Controller Hillsborough,NC 27278 —222 N Sepulveda Blvd#2000 El Segundo,CA 90245 [SIGNATURE PAGE TO FOLLOW] IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal,all as of the day and year first above written. ORANGE COUNTY: PROVIDER: [DocuSigned by. DocuSigned by: ikuut, i kavolit,V'Stu1 ,)&(alit, (Loss By' 5379g4B755E177... By: k4DE3836524 Cf... County Manager John Closs Finance Controller DocuSign Envelope ID:E53B24FF-8900-482C-BC81-C6277D8784B3 ORANGE COUNTY—DEPARTMENT USE ONLY Department Party/Vendor Name: NEOGOV,Inc Party/Vendor Contact Person: Jayme Dolan Contact Phone: 714-824-1772 Party/Vendor Address: 222 N. Sepulveda Blvd, Suite 2000 City El Segundo State: CA Zip: 90245 Department: Amount: $29,000.00 Purpose: License Subscription to NEOGOV Perform Budget Code(s): 61370035/897187/30007 Vendor # 60972 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date Approved by Board Yes No Agenda Date: DocuSigned b This agreement is approved as to to n al 1 forrrb anc poont�nt:�� Department Director's Signature � (� Date: 6/22/2017 h g R1 C9Fn7R0F014AF Information Technologies (Applicable only to hardware/software purchases or related services)This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer Date: Risk Management DocuSto ed b This agreement is approved for sufficiene og}n� rce syta Ards,specifications,and requirements: (�1 6/26/2017 Office of the Risk Management Officer 7F� �04g$ Date: Financial Services This instrument has been pre-audited in RPd'i'IAW*11Yiired by the Local Government Budget and Fiscal Control Act: rlocrt Artsc4Q 6/26/2017 Office of the Chief Financial Officer Date: /U4t51 S 1 AC,1,140y... Legal Services This agreement is approved as to egaPTi?IV *P ufficiency: ate, ALot'1t 1I SC, 6/26/2017 Office of the County Attorney Date: 0 i aA4D575'COF4FD... Clerk to the Board Received for record retention: All Docusign contracts must be copied to Donna Lloyd upon completion @ Dolloyd@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board Date: DocuSign Envelope ID:E53B24FF-8900-482C-BC81-C6277D8784B3 NEOGOV Perform N E r LIC, EXHIBIT A Customer: Orange County, NC Date: 4/26/2017 Valid To: 60 Days Requested Service Date: TBD Initial 12 Months Term: Order Summary: Additional NEOGOV Services Annual One-time Item Recurring Price Price NEOGOV Perform License Subscription & Maintenance $20,000.00 Provisioning $3,500.00 On-line User Training $2,500.00 Employee Integration $3,000.00 Total: $29,000,00 Unlimited Customer Support M—F, 6:00 AM—6:00 PM PT Included Product Upgrades to Licensed Software Included Order Detail 1.0 NEOGOV Perform License Subscription to NEOGOV Perform The annual license for the NEOGOV Performance Evaluations Software includes the following: • Configurable Performance Evaluations • Goal Library • Shareable Competency Content • Development Plans • Configurable Process Workflows • Ability to build Content sections for re-use • Configurable Rating Scales • Ability to build Library of Writing Assistants • 360 Reviews • Configurable Email Notifications NEOGOV, Inc. Proprietary and Confidential Page 1 of 4 DocuSign Envelope ID:E53a24Fr-8900-482c-BC81-C6277oe784a3 �� [��������'� NEOGOV Perform � � ������� � • Automatic Evaluation Creation • Ability to perform actions in bulk for Employees & Evaluations 1.1 STANDARD EMPLOYEE INTEGRATION The standard employee integration will provide an ongoing or one-time load of data from file(s)to the NEOGOV Perform and/or Onboard applications. Eaobmrondinthefi|ewi||beuniqme|yidomiNedbythei/^PrimaryKey^ In general,the NEOGOV system uses the object's"Code"as this key.When creating an Employee,the Employee number is the value that will act as the Primary Key that uniquely identifies a particular employee. The Standard Integration will update or insert the records in the employee file based on the Employee Number. lithe Employee number exists in the system,the record will be updated.If the Employee number does not exist in the system,the record will be added If an Employee number exists in the system but is missing from the file,no action will be taken. The files are retrieved from a Secure FTP(SFTP)server and then loaded into NEOGOV.After the file is processed,an email notification will be sent indicating the number of records added or changed. IllotoilltOply#111110901, i•p^/°"u,.w°d horn`upserver erkgrEE1441E'irr6 •m°ry file pr ocess°«ue°°'at"`' and processing begins marl •Yes update the employee outlining specific rows,if whose employee number applicable,that caused errors. °qa° the code provided m this file •No Create a new empl with the employee number provided in the file Ilttrr // NEOGOV, Inc. Proprietary and Confidential Page 2 of 4 DocuSign Envelope ID:E53B24FF-8900-482C-BC81-C6277D8784B3 NEOGOV Perform N E.GO NEOGOV Services Setup and Provisioning The following activities are conducted as part of the implementation: • Customer to review the project kick-off tutorial for information on the project timeline, deliverables, and establish project expectations. • NEOGOV will establish an associated training environment that may be used during training and post-training to allow the Customer to learn the system and begin defining new roles, responsibilities, or activities within the Organization. • NEOGOV will establish the Customer's production environment Training NEOGOV training is available online (web-based,pre-built, content) unless otherwise proposed as included in the Order Form. All customers 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 Customer led training sessions internally to introduce user-specific requirements and processes for staff to learn the system as closely as possible to the customer's actual recruitment processes after go-live. NEOGOV, Inc. Proprietary and Confidential Page 3 of 4 DocuSign Envelope ID:E53B24FF-8900-482C-BC81-C6277D8784B3 NEOGOV Perform N ,r "uirym, 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 PURSUANT TO THE TERMS AND CONDITIONS OF THIS ORDER FORM AND THE SERVICE AGREEMENT BETWEEN NEOGOV AND THE CUSTOMER. (2) The Customer agrees that the payment schedule is as follows: Provide all required software and Licenses • One hundred percent(100%) of the annual license price (including any Integrations)is payable within thirty(30) days of execution of this Order Form. Training • One hundred percent(100%) of the training price is payable within thirty(30)days of execution of this Order Form. Software Implementation • 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. (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. DO NOT SIGN THIS ORDER FORM BEFORE YOU HAVE READ THE SERVICE AGREEMENT IN ITS ENTIRETY. YOUR SIGNATURE BELOW INDICATES THAT YOU HAVE READ THE SERVICE AGREEMENT AND AGREE TO BE BOUND BY ITS PROVISIONS. Customer DocuSigned by: NEOGOV Inc. DocuSigned by: 15vun.' 1°�artl atomt,w col (,Loss Signature: R, CFO Signature: Print Name: Brener Bart' iol omew Print Name: Join Cfc7s6r6 Title: Human Resouces Di rector Title: Finance Date: 6/22/2017 Date: 6/22/2017 NEOGOV, Inc. Proprietary and Confidential Page 4 of 4 DocuSign Envelope ID:E53B24FF-8900-482C-BC81-C6277D8784B3 DATE(MM/DD/YYYY) '`��RD® CERTIFICATE OF LIABILITY INSURANCE 6(MMIDD7 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. 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). PRODUCER ABD Insurance & Financial Services CONTACT Certificate Request 450 Sansome Street, #300 PHONE FAX San Francisco, CA 94111 (Mayo,Ext): 415-483-7770 (A/C,No): 415-483-7769 ADDRESS: CertRequest @theabdteam.com INSURER(S)AFFORDING COVERAGE NAIC# www.theabdteam.com INSURER A: Hartford Fire Insurance Company 19682 INSURED INSURER B: Governmentjobs.com, Inc. NEOGOV) 222 N Sepulveda Blvd., #2000 INSURER C: Trumbull Insurance Company 27120 El Segundo, CA 90245 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 35993174 REVISION NUMBER: 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) A / COMMERCIAL GENERAL LIABILITY ✓ 46 UUN KQ5028 8/25/2016 8/25/2017 EACH OCCURRENCE $ 1,000,000 DAMAGE TO CLAIMS-MADE ,/ OCCUR PREMISES(Ea occur ence ) $ 300,000 MED EXP(Any one person) $ 10,000 PERSONAL&ADVINJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 ✓ POLICY JECT PRO LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY 46 UUN KQ5028 8/25/2016 8/25/2017 COMBINED SINGLE LIMIT $ (Ea accident) 1,000,000 ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ ✓ AUTOS ONLY ✓ AUTOS ONLY (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ C WORKERS COMPENSATION 46 WE AR6243 8/25/2016 8/25/2017 ✓ O PERTUTE ETH AND EMPLOYERS'LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:All Operations of the Named Insured. Orange County of(NC)is included as an additional insured as respects to General Liability, but only to the extent required by written contract or agreement. CERTIFICATE HOLDER CANCELLATION Of(NC) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Orange County (NC) THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN S 208 Cameron Street ACCORDANCE WITH THE POLICY PROVISIONS. Hillsborough, NC 27278 AUTHORIZED REPRESENTATIVE mn } Rod Sockolov ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 35663174 116-17 GL,AU,Umb,WC I Patra (1) 1 6/2/2017 2:28:03 PM (PDT) I Page 1 of 1