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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