HomeMy WebLinkAboutAgreement A-24-050 with GovernmentJobs.Com Inc..pdf Agreement No. 24-050
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated January 23, 2024 and is between
3 GovernmentJobs.com, Inc. doing business as NEOGOV, a California corporation ("Contractor"),
4 and the County of Fresno, a political subdivision of the State of California ("County").
5 Recitals
6 A. The County has a need for a centralized human resources platform, which integrates
7 employee data across modules and includes recruitment software, an electronic employee
8 management software, an electronic onboarding process for newly hired employees, an online
9 training system for continuation of various mandated compliance trainings, and the ability to
10 electronically create, convert, and centrally store personnel forms.
11 B. The Contractor has represented that its Insight, Onboard, Learn, Perform, and eForms
12 modules and NEOGOV Integration meet the County's needs.
13 C. The County desires to enter into an agreement with the Contractor.
14 The parties therefore agree as follows:
15 Article 1
16 Contractor's Services
17 1.1 Scope of Services. The Contractor shall perform all of the services provided in this
18 Agreement, Exhibit A to this Agreement, entitled "Scope of Services" and the terms of the
19 NEOGOV Services Agreement attached hereto as Exhibit D (the "NEOGOV Services
20 Agreement").
21 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
22 able to perform all of the services provided in this Agreement.
23 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
24 applicable federal, state, and local laws and regulations in the performance of its obligations
25 under this Agreement, including but not limited to workers compensation, labor, and
26 confidentiality laws and regulations.
27 1.4 License Term. Contractor hereby grants County for the Term of this Agreement a
28 non-transferable license, at the costs set forth on Exhibit B, to use the Contractor's Products
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1 and Services, as defined in Exhibit A in object code only for County's internal business
2 purposes (and not to process the data of any other entity or agency, except to the extent the
3 other entity or agency uses the County's public facing site). The County shall be entitled, at no
4 additional cost, to Software updates, enhancements, new versions, bug fixes, other
5 improvements to the Software and access to the Software to the extent provided generally to
6 Contractor's other customers, and to technical assistance relating to the Software, for the Term
7 described in this Agreement.
8 1.5 Patent Indemnity. Reference is made to Section 14(b) of the NEOGOV Services
9 Agreement attached as Exhibit D.
10 1.6 Coordination of Work. Contractor shall coordinate all work with County to minimize
11 any interruptions to the normal operation of County operations, as described in Section 2.1
12 "County Contract Administrator."
13 1.7 Infringement. Subject to Sections 1.5 and 11.5, Contractor further represents and
14 warrants that it has the right to grant the licenses granted to County hereunder and that to the
15 best of Contractor's knowledge, after having conducted an investigation in a diligent,
16 commercially reasonable manner, the services provided under this Agreement do not infringe
17 upon or violate the United States patent of rights of any third party and do not infringe upon or
18 violate the copyright or trade secret right of any third party.
19 1.8 Viruses & Disabling Mechanisms. Contractor shall use commercially reasonable,
20 diligent measures to screen the licensed programs provided under this Agreement to avoid
21 introducing, or coding of, any virus or other destructive programming designed to permit
22 unauthorized access or use by third parties to the software installed on County's systems, or to
23 disable or damage the County's systems (each, a "Virus"). Without limiting the rights and
24 remedies of the County, in the event any Virus is introduced into the County's systems through
25 any of the licensed programs provided under this Agreement, whether or not such introduction
26 is attributable to the Contractor (including the Contractor's failure to perform its obligations
27 under this Agreement), the Contractor shall, as soon as practicable, use its diligent,
28 commercially reasonable efforts to assist the County in eliminating the effects of the Virus, and if
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1 the Virus causes a loss of operational efficiency or loss of data, and upon the County's request,
2 Contractor will, to the extent such loss of data was due to an act or omission of Contractor,
3 diligently work as soon as practicable to contain and remedy the problem and to restore lost
4 data resulting from the introduction of such Virus. Contractor shall not insert into any of the
5 licensed programs provided in this Agreement any code or other device that would have the
6 effect of disabling or otherwise shutting down all or any portion of the licensed programs.
7 Contractor shall not invoke such code or other device at any time, including upon expiration or
8 termination of this Agreement for any reason. This section survives the termination of this
9 Agreement.
10 1.9 ADA Compliance. NEOGOV represents that the services comply with Section 508
11 of the Rehabilitation Act of 1973, as amended, and WCAG 2.0 AA, subject to any exceptions set
12 forth in the VPAT provided or made accessible to Customer. NEOGOV will use commercially
13 reasonable efforts to resolve any noncompliance issues to the extent identified by Customer
14 during the term of this Agreement.
15 Article 2
16 County's Responsibilities
17 2.1 County Contract Administrator. The County appoints the Director of Internal
18 Services/Chief Information Officer ("CIO"), or his or her designee, as the County's Contract
19 Administrator with full authority to deal with the Contractor in all matters concerning this
20 Agreement.
21 2.2 The County agrees to pay, and the Contractor agrees to receive, compensation for
22 the performance of its services under this Agreement as described in Exhibit B to this
23 Agreement, titled "Compensation."
24 Article 3
25 Compensation, Invoices, and Payments
26 3.1 Compensation. The County agrees to pay, and the Contractor agrees to receive,
27 compensation for the performance of its services under this Agreement as described in this
28 section. County agrees to pay Contractor, and Contractor agrees to receive compensation per
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1 the rates specified in Exhibit B to this Agreement, titled "Compensation." In no event shall
2 compensation paid for services performed under this Agreement exceed the Maximum
3 Compensation during the term of this Agreement. All expenses incidental to Contractor's
4 performance of services under this Agreement shall be borne by Contractor.
5 3.2 Maximum Compensation. The maximum compensation payable to the Contractor
6 under this Agreement shall not exceed $3,070,377.53. The compensation payable for the initial
7 term of this Agreement shall not exceed $1,086,226.49. The compensation payable for the first
8 optional one-year extension of the Agreement shall not exceed $623,733.15. The compensation
9 payable for the second optional one-year extension of the Agreement shall not exceed
10 $660,397.03. The compensation payable for the third optional one-year extension of the
11 Agreement shall not exceed $700,020.86.
12 3.3 The Contractor acknowledges that the County is a local government entity and does
13 so with notice that the County's powers are limited by the California Constitution and by State
14 law, and with notice that the Contractor may receive compensation under this Agreement only
15 for services performed according to the terms of this Agreement and while this Agreement is in
16 effect, and subject to the maximum amount payable under this section. The Contractor further
17 acknowledges that County employees have no authority to pay the Contractor except as
18 expressly provided in this Agreement.
19 3.4 Contractor Products and Services. Exhibit A of this Agreement identifies the list of
20 this Agreement's Products and Services. The Contractor's Products and Services, as defined in
21 Exhibit A, are purchased by County as subscriptions during an Order Term specified in each
22 Order, SOW, or Exhibit A.
23 3.5 Annual Fees. Product setup and annual fees are due at the beginning of the Initial
24 Term, then annually, at the beginning of any Extended Term or Order Term as defined in Exhibit
25 A, within forty-five (45) days of receipt of invoice.
26 3.6 Invoices. The Contractor shall submit annual invoices to the County of Fresno,
27 Internal Services Department, Attention: Business Office, 333 W. Pontiac Way, Clovis, CA
28 93612, and The Contractor shall submit each invoice
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1 within 60 days after the month in which the Contractor performs services and in any case within
2 60 days after the end of the term or termination of this Agreement.
3 3.7 Payment. The County shall pay each correctly completed and timely submitted
4 invoice within 45 days after receipt. The County shall remit any payment to the Contractor's
5 address specified in the invoice.
6 3.8 Incidental Expenses. The Contractor is solely responsible for all of its costs and
7 expenses that are not specified as payable by the County under this Agreement.
8 Article 4
9 Term of Agreement
10 4.1 Term. This Agreement is effective on May 15, 2023, and terminates on May 14,
11 2025, except as provided in section 4.2, "Extension," or Article 6, "Termination and Suspension,"
12 below.
13 4.2 Extension. The term of this Agreement may be extended for no more than three,
14 one-year periods only upon written approval of both parties at least 30 days before the first day
15 of the next one-year extension period. The Director of Internal Services/Chief Information Officer
16 or his or her designee is authorized to sign the written approval on behalf of the County based
17 on the Contractor's satisfactory performance. The extension of this Agreement by the County is
18 not a waiver or compromise of any default or breach of this Agreement by the Contractor
19 existing at the time of the extension whether or not known to the County.
20 Article 5
21 Notices
22 5.1 Contact Information. The persons and their addresses having authority to give and
23 receive notices provided for or permitted under this Agreement include the following:
24
For the County:
25 Director of Internal Services/Chief Information Officer
County of Fresno
26 333 W. Pontiac Way
Clovis, CA 93612
27 Email: ;DContracts(abfresnocountyca.gov
28 For the Contractor:
Legal Team
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1 Govern mentjobs.com, Inc.
2120 Park Place, Suite 100
2 El Segundo, CA 90245
3 5.2 Change of Contact Information. Either party may change the information in section
4 5.1 by giving notice as provided in section 5.3.
5 5.3 Method of Delivery. Each notice between the County and the Contractor provided
6 for or permitted under this Agreement must be in writing, state that it is a notice provided under
7 this Agreement, and be delivered either by personal service, by first-class United States mail, by
8 an overnight commercial courier service, by telephonic facsimile transmission, or by Portable
9 Document Format (PDF) document attached to an email.
10 (A) A notice delivered by personal service is effective upon service to the recipient.
11 (B) A notice delivered by first-class United States mail is effective three County
12 business days after deposit in the United States mail, postage prepaid, addressed to the
13 recipient.
14 (C)A notice delivered by an overnight commercial courier service is effective one
15 County business day after deposit with the overnight commercial courier service,
16 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
17 the recipient.
18 (D)A notice delivered by PDF document attached to an email is effective when
19 transmission to the recipient is completed (but, if such transmission is completed outside
20 of County business hours, then such delivery is deemed to be effective at the next
21 beginning of a county business day), provided that the sender maintains a machine
22 record of the completed transmission.
23 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
24 nothing in this Agreement establishes, waives, or modifies any claims presentation
25 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
26 of Title 1 of the Government Code, beginning with section 810).
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1 Article 6
2 Termination and Suspension
3 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
4 contingent on the approval of funds by the appropriating government agency. If sufficient funds
5 are not allocated, then the County, upon at least 30 days' advance written notice to the
6 Contractor, may:
7 (A) Modify the services provided by the Contractor under this Agreement; or
8 (B) Terminate this Agreement.
9 6.2 Termination for Breach.
10 (A) Upon determining that a breach (as defined in paragraph (C) below) has
11 occurred, the County may give written notice of the breach to the Contractor. The written
12 notice must provide at least 30 days for the Contractor to cure the breach prior to
13 suspension or termination.
14 (B) If the Contractor fails to cure the breach to the County's reasonable satisfaction
15 within the time stated in the written notice, the County may terminate this Agreement
16 immediately.
17 (C) For purposes of this section, a breach occurs when, in the determination of the
18 County, the Contractor has:
19 (1) Obtained or used funds illegally or improperly;
20 (2) Failed to comply with any part of this Agreement in any material respect; or
21 (3) Submitted a substantially incorrect or incomplete report to the County as
22 required under the terms of this Agreement.
23 6.3 No Penalty or Further Obligation. Any termination of this Agreement by the County
24 under this Article 6 is without penalty to or further obligation of the County.
25 6.4 County's Rights upon Termination. Upon termination for breach under this Article
26 6.2, the County may demand repayment by the Contractor of any monies disbursed to the
27 Contractor under this Agreement for the period following termination of this Agreement. The
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1 Contractor shall promptly refund all such monies upon demand. This section survives the
2 termination of this Agreement.
3 Article 7
4 Independent Contractor
5 7.1 Status. In performing under this Agreement, the Contractor, including its officers,
6 agents, employees, and volunteers, is at all times acting and performing as an independent
7 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint
8 venturer, partner, or associate of the County.
9 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
10 manner or method of the Contractor's performance under this Agreement, but the County may
11 verify that the Contractor is performing according to the terms of this Agreement.
12 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no
13 right to employment rights or benefits available to County employees. The Contractor is solely
14 responsible for providing to its own employees all employee benefits required by law. The
15 Contractor shall save the County harmless from all matters relating to the payment of
16 Contractor's employees, including compliance with Social Security withholding and all related
17 regulations.
18 7.4 Services to Others. The parties acknowledge that, during the term of this
19 Agreement, the Contractor may provide services to others unrelated to the County.
20 Article 8
21 Indemnity and Defense
22 8.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the County
23 (including its officers, agents, employees, and volunteers) against all third party claims,
24 demands, injuries, damages, costs, expenses (including attorney fees and costs), fines,
25 penalties, and liabilities of any kind to the County, the Contractor, or any third party that arise
26 from or relate to the gross negligence or willful misconduct by the Contractor including its
27 partners, officers, agents, and employees, in performing or failing to perform the services under
28 this Agreement. The County may conduct or participate in its own defense without affecting the
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1 Contractor's obligation to indemnify and hold harmless or defend the County. The provisions of
2 this Article 8 shall survive the termination of this Agreement.
3 Article 9
4 Insurance
5 9.1 The Contractor shall comply with all the insurance requirements in Exhibit C to this
6 Agreement.
7 Article 10
8 Ownership of Data
9 10.1 Ownership of Data. The parties acknowledge and agree that all the County's data
10 (Data), is and shall remain the exclusive property of the County. The Contractor acknowledges
11 that in performing its obligations under the Agreement it may have access to the County's Data.
12 The Contractor shall use and access such Data only as necessary for the purpose of providing
13 the services and supporting the Software as agreed.
14 10.2 Ownership of System Software. The parties acknowledge and agree that, as
15 between Contractor and County, title, and full ownership of all rights in and to the System
16 Software, System Documentation, and all other materials provided to County by Contractor
17 under the terms of this Agreement shall remain with Contractor. County will take reasonable
18 steps to protect trade secrets (as defined in Government Code Section 7924.510(f)) of the
19 System Software and System Documentation. County may not disclose or make available to
20 third parties the System Software and System Documentation, or any portion thereof, as defined
21 in Exhibit A. Contractor shall own all right, title, and interest in and to all corrections,
22 modifications, enhancements, programs, and work product conceived, created or developed,
23 alone or with County or others, as a result of or related to the performance of this Agreement,
24 including all proprietary rights therein and based thereon. Except and to the extent expressly
25 provided herein, Contractor does not grant to County any right or license, express or implied, in
26 or to the System Software and System Documentation or any of the foregoing. The parties
27 acknowledge and agree that, as between Contractor and County, full ownership of all rights in
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1 and to all County data, whether in magnetic or paper form, including without limitation printed
2 output from the System, are the exclusive property of County.
3 10.3 Contractor Intellectual Property Rights. Contractor will grant to County, a non-
4 exclusive, non-transferrable, license (limited to the term of the Agreement as well as the use of
5 the license as specified herein), to use the Contractor Products and Services as specified in the
6 relevant Order or SOW (Permitted Use). All rights not licensed are reserved to the Contractor
7 and no rights may be implied. The Contractor retains all intellectual property rights in the
8 Software, and the County agrees to implement software protection measures designed to
9 prevent unauthorized use and copying of the Software.
10 10.4 Data Sources. Data uploaded into Contractor Products and Services must be brought
11 in from County sources (interactions with end users and opt-in contact lists). County cannot
12 upload purchased contact information into Contractor Products and Services without
13 Contractor's written permission and professional services support for list cleansing. Contractor
14 understands and acknowledges, however, that County is a government agency and intends to
15 use Contractor for the purpose of publishing information required by law to be available to the
16 public.
17 Article 11
18 Confidentiality & Data Security
19 11.1 Confidentiality. The County and the Contractor may have access to information that
20 the other considers to be a trade secret as defined in California Government Code section
21 7924.510(f).
22 11.2 Each Party shall use the other's Information only to perform its obligations under,
23 and for the purposes of, the Agreement. Neither Party shall use the Information of the other
24 Party for the benefit of a third party. Each Party shall maintain the confidentiality of all
25 Information in the same manner in which it protects its own information of like kind, but in no
26 event shall either Party take less than reasonable precautions to prevent the unauthorized
27 disclosure or use of the Information.
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1 11.3 Contractor shall not disclose the County's data except to any third parties as
2 necessary to operate the Contractor Products and Services (provided that the County hereby
3 grants to the Contractor, at no additional cost, a perpetual, noncancelable, worldwide,
4 nonexclusive license to utilize any data, on an anonymous or aggregate basis only, that arises
5 from the use of the Contractor Products and Services by the County, whether disclosed on,
6 subsequent to, or prior to the Effective Date, to improve the functionality of the Contractor
7 Products and Services and any other legitimate business purpose, subject to all legal
8 restrictions regarding the use and disclosure of such information).
9 11.4 Upon termination of the Agreement, or upon a Party's request, each Party shall
10 return to the other all Information of the other in its possession subject to the ability to retain
11 Information in accordance with this provision if required by applicable law or if compliant with
12 such party's electronic archival policies. All provisions of the Agreement relating to
13 confidentiality, ownership, and limitations of liability shall survive the termination of the
14 Agreement.
15 11.5 All services performed by Contractor shall be in strict conformance with all applicable
16 Federal, State of California, and/or local laws and regulations relating to confidentiality, including
17 but not limited to, as applicable, California Civil Code, California Welfare and Institutions Code,
18 California Health and Safety Code, California Code of Regulations, and the Code of Federal
19 Regulations.
20 11.6 Data Security. Contractor shall be responsible for implementing the privacy and
21 security safeguards, as identified in Exhibit E, entitled "Data Security." To the extent required to
22 carry out the assessment and authorization process and continuous monitoring, designed to
23 safeguard against threats and hazards to the security, integrity, and confidentiality of any
24 County data collected and stored by the Contractor, Contractor shall afford the County access
25 as necessary at Contractor's reasonable discretion, to the Contractor's facilities, installations,
26 and technical capabilities. Such access shall be provided upon reasonable notice and no more
27 than once per calendar year. If new or unanticipated security threats are discovered by either
28 the County or the Contractor which impact County data, or if existing safeguards have ceased to
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1 function with respect to County data, the discoverer shall immediately bring the situation to the
2 attention of the other Party.
3 Article 12
4 Inspections, Audits, and Public Records
5 12.1 Inspection of Documents. Upon reasonable notice, the Contractor shall make
6 available to the County, and the County may examine at any time during Business Hours and as
7 often as the County deems necessary, all of the Contractor's records and data with respect to
8 the matters covered by this Agreement, excluding attorney-Contractor privileged
9 communications. The Contractor shall, upon request by the County and no more than once per
10 calendar year, permit the County to audit and inspect all of such records and data to ensure the
11 Contractor's compliance with the terms of this Agreement.
12 12.2 State Audit Requirements. If the compensation to be paid by the County under this
13 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
14 California State Auditor, as provided in Government Code section 8546.7, for a period of three
15 years after final payment under this Agreement. This section survives the termination of this
16 Agreement.
17 12.3 Public Records. Subject to Contractor's ability to assert an exception to, disclosure
18 requirements, in accordance with the applicable Open Records laws as set forth in Section 13.4
19 below and to the satisfaction of the County, the County is not limited in any manner with respect
20 to its public disclosure of this Agreement or any record or data that the Contractor may provide
21 to the County. Subject to Contractor's ability to assert an exception to disclosure requirements
22 in accordance with the applicable Open Records laws as set forth in Section 12.4 below and to
23 the satisfaction of the County, the County's public disclosure of this Agreement or any record or
24 data that the Contractor may provide to the County may include but is not limited to the
25 following:
26 (A) The County may voluntarily, or upon request by any member of the public or
27 governmental agency, disclose this Agreement to the public or such governmental
28 agency.
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1 (B) The County may voluntarily, or upon request by any member of the public or
2 governmental agency, disclose to the public or such governmental agency any record or
3 data that the Contractor may provide to the County, unless such disclosure is prohibited
4 by court order.
5 (C)This Agreement, and any record or data that the Contractor may provide to the
6 County, is subject to public disclosure under the Ralph M. Brown Act (California
7 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
8 (D)This Agreement, and any record or data that Contractor may provide to the
9 County, are subject to public disclosure as a public record under the California Public
10 Records Act (California Government Code, Title 1, Division 10, Chapter 3, beginning
11 with section 7920.200) ("CPRA").
12 (E) This Agreement, and any record or data that the Contractor may provide to the
13 County, is subject to public disclosure as information concerning the conduct of the
14 people's business of the State of California under California Constitution, Article 1,
15 section 3, subdivision (b).
16 (F) Any marking of confidentiality or restricted access upon or otherwise made with
17 respect to any record or data that the Contractor may provide to the County shall be
18 disregarded and have no effect on the County's right or duty to disclose to the public or
19 governmental agency any such record or data.
20 12.4 Public Records Act Requests. If the County receives a written or oral request
21 under the CPRA to publicly disclose any record that is in the Contractor's possession or control
22 and not otherwise accessible by County, and which the County has a right, under any provision
23 of this Agreement or applicable law, to possess or control, then the County may demand, in
24 writing, that the Contractor deliver or make accessible to the County, for purposes of public
25 disclosure, the requested records that may be in the possession or control of the Contractor.
26 Within five business days after the County's demand, the Contractor shall (a) deliver or make
27 accessible to the County all of the requested records that are in the Contractor's possession or
28 control, together with a written statement that the Contractor, after conducting a diligent search,
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1 has produced all requested records that are in the Contractor's possession or control, or (b)
2 provide to the County a written statement that the Contractor, after conducting a diligent search,
3 does not possess or control any of the requested records. The Contractor shall reasonably
4 cooperate with the County with respect to any County demand for such records. If the
5 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
6 CPRA or other applicable law, it must deliver the record or data to the County and assert the
7 exemption by citation to specific legal authority within the written statement that it provides to
8 the County under this section. The Contractor's assertion of any exemption from disclosure is
9 not binding on the County, but the County will give at least 10 days' advance written notice to
10 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
11 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
12 or attorney's fees under the CPRA that results from the Contractor's delay to produce any such
13 records as required by applicable law.
14 Article 13
15 General Terms
16 13.1 County. The County of Fresno, State of California, as represented by the Fresno
17 County Board of Supervisors.
18 13.2 CIO. Director of Internal Services/Chief Information Officer (CIO). Acting either
19 directly or through properly authorized agents, such agents acting within the scope of the
20 particular duties entrusted to them, which ever department issues the Notice to Proceed to
21 Contractor.
22 13.3 Contractor. When used in the General Conditions refer to: person, persons, entity,
23 copartner ship: or corporation so named in Agreement; when used in the body of the Contract
24 Documents, refers to Contractor for that specific work, whether it be the General Contractor,
25 Sub-Contractor, or other Contractor.
26 13.4 Modification. Except as provided in Article 6, "Termination and Suspension," this
27 Agreement may not be modified, and no waiver is effective, except by written agreement signed
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1 by both parties. The Contractor acknowledges that County employees have no authority to
2 modify this Agreement except as expressly provided in this Agreement.
3 13.5 Non-Assignment. Neither party may assign its rights or delegate its obligations
4 under this Agreement without the prior written consent of the other party, provided NEOGOV
5 may assign this Agreement to a successor in interest in a change of control transaction and in
6 such event, notice will be provided to the County within 60 days of the transaction.
7 13.6 Governing Law. The laws of the State of California govern all matters arising from
8 or related to this Agreement.
9 13.7 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
10 County, California. Contractor consents to California jurisdiction for actions arising from or
11 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
12 brought and maintained in Fresno County.
13 13.8 Severability. If anything in this Agreement is found by a court of competent
14 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
15 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
16 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
17 intent.
18 13.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
19 not unlawfully discriminate against any employee or applicant for employment, or recipient of
20 services, because of race, religious creed, color, national origin, ancestry, physical disability,
21 mental disability, medical condition, genetic information, marital status, sex, gender, gender
22 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
23 all applicable State of California and federal statutes and regulation.
24 13.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
25 of the Contractor under this Agreement on any one or more occasions is not a waiver of
26 performance of any continuing or other obligation of the Contractor and does not prohibit
27 enforcement by the County of any obligation on any other occasion.
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1 13.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
2 between the Contractor and the County with respect to the subject matter of this Agreement,
3 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
4 publications, and understandings of any nature unless those things are expressly included in
5 this Agreement. If there is any inconsistency between the terms of this Agreement without its
6 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
7 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
8 exhibits.
9 13.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
10 create any rights or obligations for any person or entity except for the parties.
11 13.13 Authorized Signature. The Contractor represents and warrants to the County that:
12 (A) The Contractor is duly authorized and empowered to sign and perform its
13 obligations under this Agreement.
14 (B) The individual signing this Agreement on behalf of the Contractor is duly
15 authorized to do so and his or her signature on this Agreement legally binds the
16 Contractor to the terms of this Agreement.
17 13.14 Electronic Signatures. The parties agree that this Agreement may be executed by
18 electronic signature as provided in this section.
19 (A) An "electronic signature" means any symbol or process intended by an individual
20 signing this Agreement to represent their signature, including but not limited to (1) a
21 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
22 electronically scanned and transmitted (for example by PDF document) version of an
23 original handwritten signature.
24 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
25 equivalent to a valid original handwritten signature of the person signing this Agreement
26 for all purposes, including but not limited to evidentiary proof in any administrative or
27 judicial proceeding, and (2) has the same force and effect as the valid original
28 handwritten signature of that person.
16
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DocuSign Envelope ID:3A4633D9-80A9-4095-A044-993CADE5DE59
1 (C)The provisions of this section satisfy the requirements of Civil Code section
2 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
3 Part 2, Title 2.5, beginning with section 1633.1).
4 (D) Each party using a digital signature represents that it has undertaken and
5 satisfied the requirements of Government Code section 16.5, subdivision (a),
6 paragraphs (1) through (5), and agrees that each other party may rely upon that
7 representation.
8 (E) This Agreement is not conditioned upon the parties conducting the transactions
9 under it by electronic means and either party may sign this Agreement with an original
10 handwritten signature.
11 13.15 Counterparts. This Agreement may be signed in counterparts, each of which is an
12 original, and all of which together constitute this Agreement.
13 [SIGNATURE PAGE FOLLOWS]
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DocuSign Envelope►D:3A4633D9-80A9-4095-A044-993CADE5DE59
1
2 The parties are signing this Agreement on the date stated in the introductory clause.
3
GOVERNMENTJOBS, INC. COUNTY OF FRESNO
4
DocuSigned by:
6 Alex Chun, CFO Nathan Magsig, Chairman of the Board of
Supervisors of the County of Fresno
7 300 Continental Blvd, Suite 565
El Segundo, CA 90245 Attest:
8 Bernice E. Seidel
Clerk of the Board of Supervisors
9 County of Fresno, State of California
10
--�-
By:
11 Deputy
12 For accounting use only:
13 Org No.: 8905
Account No.: 7309
14 Fund No.: 1020
Subclass No.: 10000
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DocuSign Envelope ID:3A4633D9-80A9-4095-A044-993CADE5DE59
Exhibit A
1 Scope of Services
2 A.1. Definitions. In addition to the terms defined elsewhere in this Agreement, the
3 following terms shall have the meanings specified:
4 Agreement Term means the total time covered by the Initial Term and all Extension
5 Terms under this Agreement, further specified in Article 4.
6 Authorized Employee(s) means Contractor's employees who have access to Personal
7 Information.
8 Authorized Person(s) means: (i) any and all Authorized Employees; and (ii) any and all of
9 the Contractor's subcontractors, representatives, agents, outsourcers, and consultants, and
10 providers of professional services to the Contractor, who have access to Personal Information and
11 are bound by law or in writing by confidentiality obligations sufficient to protect Personal Information
12 in accordance with the terms of this Exhibit A.
13 Extension Term means any term that increases the length of the Initial Term of this
14 Agreement or an Order Term of an Order or SOW.
15 Change Control Process means the process used by the Information Services Division
16 of COUNTY's Internal Services Department to inform COUNTY staff of new or updated
17 production use systems.
18 Contractor Products and Services means the products and services made available to
19 the County pursuant to this Agreement, which may include Contractor Products and Services
20 accessible for use by the County on a subscription basis ("Software-as-a-Service" or"SaaS"),
21 Contractor professional services, content from any professional services or other required
22 equipment components or other required hardware, as specified in each Order or SOW.
23 Initial Term shall have the meaning specified in Exhibit A or Order or SOW between the
24 Contractor and the County for the first duration of performance that the County has access to
25 Contractor Products and Services.
26 License is the license granted under this Agreement, and the rights and obligations that
27 it creates under the laws of the United States of America and the State of California, including
28 without limitation, copyright, and intellectual property law.
A-1
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DocuSign Envelope ID:3A4633D9-80A9-4095-A044-993CADE5DE59
Exhibit A
1 Personal Information means any and all information, including any data provided, or to
2 which access is provided, to the Contractor by or upon the authorization of the County, including
3 but not limited to vital records, that: (i) identifies, describes, or relates to, or is associated with, or is
4 capable of being used to identify, describe, or relate to, or associate with, a person (including,
5 without limitation, names, physical descriptions, signatures, addresses, telephone numbers, e-mail
6 addresses, education, financial matters, employment history, and other unique identifiers, as well
7 as statements made by or attributable to the person); (ii) is used or is capable of being used to
8 authenticate a person (including, without limitation, employee identification numbers, government-
9 issued identification numbers, passwords or personal identification numbers (PINs), financial
10 account numbers, credit report information, answers to security questions, and other personal
11 identifiers); or is personal information within the meaning of California Civil Code section 1798.3,
12 subdivision (a), or 1798.80, subdivision (e). Personal Information does not include publicly
13 available information that is lawfully made available to the general public from federal, state, or
14 local government records.
15 Order means a written order, proposal, or purchase document in which the Contractor
16 agrees to provide, and the County agrees to purchase specific Contractor Products and
17 Services.
18 Order Term means the then-current duration of performance identified on each Order or
19 SOW, for which the Contractor has committed to provide, and the County has committed to pay
20 for, Contractor Products and Services.
21 Security Safeguards means physical, technical, administrative or organizational security
22 procedures and practices put in place by CONTRACTOR (or any Authorized Persons) that
23 relate to the protection of the security, confidentiality, value, or integrity of Personal Information.
24 Security Safeguards shall satisfy the minimal requirements set forth in Article 11 subsection
25 8(E) of the Agreement.
26 Statement of Work (SOW) means a written order, proposal, or purchase document that
27 is signed by both Parties and describes the Contractor Products and Services to be provided
28 and/or performed by the Contractor. Each Order or SOW shall describe the Parties'
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DocuSign Envelope ID:3A4633D9-80A9-4095-A044-993CADE5DE59
Exhibit A
1 performance obligations and any assumptions or contingencies associated with the
2 implementations of the Contractor Products and Services, as specified in each Order or SOW
3 placed hereunder.
4 Support means the ongoing support and maintenance services performed by the
5 Contractor related to the Contractor Products and Services as specified in each Order or SOW
6 placed between the Parties.
7 System refers to the System Software and System Documentation, collectively, including
8 all modifications and enhancements.
9 System Documentation means the documentation relating to the System Software,
10 including all manuals, reports, brochures, sample runs, specifications, and other materials
11 provided by CONTRACTOR in connection with the System Software.
12 System Software is Contractors Products and Services provided and hosted by
13 Contractor. System Software does not include operating system software, or any other third-
14 party software.
15 System Software Maintenance and Support and Support means software hosting for
16 System Software, regular software updates to System Software, and support provided for
17 System Software in case of errors, mistakes, or other technical difficulties.
18 A.2. Grant of License. The Contractor grants the County a non-exclusive, non-
19 transferrable, license to use the Contractor's products as specified in this Exhibit A that is
20 subject to the terms and conditions set forth in this Agreement.
21 A.3. Scope of License. The license granted shall consist solely of the non-exclusive,
22 non-transferable right of the County to operate the System Software.
23 A.4. Warranties & Disclaimers. Contractor warrants that all services performed under
24 this Agreement will substantially conform in all material aspects with the requirements of this
25 Agreement and their specifications. Contractor warrants that it takes all precautions that are
26 standard in the industry to increase the likelihood of a successful performance for the Contractor
27 Products and Services.
28
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DocuSign Envelope ID:3A4633D9-80A9-4095-A044-993CADE5DE59
Exhibit A
1 Except as provided herein, each Party hereby disclaims any and all other warranties of
2 any nature whatsoever whether oral and written, express or implied, including, without limitation,
3 the implied warranties of merchantability, title, non-infringement, and fitness for a particular
4 purpose. Contractor does not warrant that Contractor Products and Services will meet County's
5 requirements or that the operation thereof will be uninterrupted or error free.
6 A.S. Contractor's Project Coordinator. Upon execution of this Agreement, Contractor
7 shall appoint a Project Coordinator who will act as the primary contact person to interface with
8 County for the services discussed in this Agreement.
9 A.6. Documentation. Contractor shall provide to County System Documentation, which
10 shall consist of electronic media files. The electronic media files must be printable using PC
11 software normally available to County. Contractor shall provide new System Documentation
12 corresponding to all new Software updates made available to Contractor's other customers
13 generally. County may print additional copies of all documentation. All System Documentation is
14 to be used by County only for the purposes identified within this Agreement.
15 A.7. Technical Information. Contractor will provide technical information to County.
16 Such information may cover areas regarding the software discussed in this Agreement, third
17 party software, and other matters considered relevant to County by Contractor. Technical
18 information will be provided at the discretion of Contractor but will not be unreasonably withheld.
19 A.B. Omitted
20 A.9. Adhere to Change Control Process. Contractor employs a procedure to
21 implement updates, upgrades, and version releases to a system that is in production use. This
22 forum allows Contractor to inform County of upcoming changes to a production system.
23 Contractor must inform County a minimum of one (1) week prior to any non-standard planned,
24 non-emergency changes so that the Change Control Process may be followed.
25 A.10. Storage and Sending. If any services specified in this Agreement are used to
26 store and/or send Confidential Information, Contractor must be notified in writing, in advance of
27 the storage or sending. Should County provide such notice, County must ensure that
28 Confidential Information or sensitive information is stored behind a secure interface and that
A-4
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DocuSign Envelope ID:3A4633D9-80A9-4095-A044-993CADE5DE59
Exhibit A
1 Contractor Products and Services be used only to notify people of updates to the information
2 that can be accessed after authentication against a secure interface managed by County.
3 A.11. Support Services. Support Services is defined as technical support, account
4 management, and education and training. Contractor will support day-to-day operation of the
5 System as follows. Basic support related to standard Contractor Products and Services is
6 included within the fees paid during the Order Term. This includes unlimited technical
7 assistance by phone during normal coverage hours 7:30 a.m. to 5:00 p.m. Pacific Standard
8 Time, Monday through Friday, except Contractor and County holidays, toll-free telephone
9 assistance to keep the System in, or restored to, normal operating condition. The object of this
10 support will be to answer specific questions related to the System Software and the application
11 thereof. Support provided under this Agreement does not include training of new personnel
12 (after initial staff is trained), operation of hardware, or solving other hardware/software problems
13 unrelated to the System Software.
14 Contractor may update its Support obligations under this Agreement, so long as the
15 functionality purchased by County is not materially diminished. An emergency is defined as
16 Contractor's services described in this Agreement being down for more than ten (10) minutes.
17 A.12. Support Response. Contractor's Service Level Warranties are set forth below.
18 A.15. Data Sources. Data uploaded into Contractor Products and Services must be
19 brought in from County sources (interactions with end users and opt-in contact lists). County
20 cannot upload purchased contact information into Contractor Products and Services without
21 Contractor' written permission and professional services support for list cleansing. Contractor
22 certifies that it will not sell, retain, use, or disclose any personal information provided by County
23 for any purpose other than the specific purpose of performing the services outlined within this
24 Agreement.
25 A.16. Passwords. Passwords are not transferable to any third party. County is
26 responsible for keeping all passwords secure and all use of the Contractor products and
27 services accessed through County's passwords.
28
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DocuSign Envelope ID:3A4633D9-80A9-4095-A044-993CADE5DE59
Exhibit A
1 A.17. County Feedback. County assigns to Contractor any suggestion, enhancement,
2 request, recommendation, correction, or other feedback provided by County relating to the use
3 of the Contractor Products and Services. Contractor may use such submissions as it deems
4 appropriate in its sole discretion.
5 A.18. Product Descriptions.
6 Solution Description
7 Insight Enterprise Applicant tracking system that automates the hiring process and
8 Subscription (IN) meets ADA/Section 508 compliance requirements, reducing time to
hire. Insight includes:
9
• Candidate scoring
10 Comprehensive reporting
11 Candidate self-service portal
12 Integration for job postings with Govern mentJobs.com
13 Onboard Onboarding software that ensures day-one readiness for new
14 Subscription (ON) employees and accelerates productivity and engagement by
automating onboarding tasks. Onboard includes:
15 Form builder
16 Templates and global form bank
17 Employee portal
18 Capability to handle pre-boarding and offboarding
19 Learn Subscription A 3-in-1 learning management system that provides a centralized
(LE) online platform designed for the specific needs of the public sector.
20 Learn includes:
21 Over 1,500 online courses
22 Course-builder with easy-to-use intuitive interface
23 Ability to add classroom trainings
•24 Ability to track employee license and certification renewals
specific to the public sector
25 Ability to track course completion and monitor individual and
26 department progress
27 Automated notifications and reminders
28
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DocuSign Envelope ID:3A4633D9-80A9-4095-A044-993CADE5DE59
Exhibit A
1 Learn Course Course Management CSV flat file used to create courses in bulk
2 Management within Learn.
3 Integration License
Perform Subscription Performance management software with specific public sector
4
(PE) functionality that automates annual and probationary employee
5 evaluations. It is an integrated performance tracking solution that
6 works seamlessly with Onboard, Insight, and Learn.
7 eForms Subscription Employee document and workflow management software that helps
8 (EF) to easily create online forms, manage documents, and build
seamless workflows.
9
Single Sign-On Allows users to be securely authenticated and logged into NeoGov
10 Integration (SSO) applications without having to re-enter their credentials.
11 Customer Integrates Insight with NeoGov's recommended background check
12 Background Check partners, shortening time to hire, providing accurate information about
13 Integration candidates, and ensuring compliance with public sector hiring laws
14 including EEOC and FCRA.
Custom Employee Open Platform is access to MediaManager, upload of archives, ability
15 Integration to post agendas/documents, and index of archives. These are able to
16 be published and accessible through a searchable viewpage.
17 New Hire Integration The new hire integration exports a file of hires from Insight to a
18 NeoGov secure FTP folder, which can then be processed into an
19 HRIS system.
Position Control Provides an ongoing update of position control data from HRIS
20
Integration system into Insight Enterprise.
21 Biddle Software 3rd party personnel testing software purchased through and integrated
22 with NeoGov.
23
24
25 NEOGOV Service Level Warranties
26 1. Definitions.For purposes of this Contract,the following definitions shall apply:
27 a) "Non-excluded Downtime"means a period of downtime that is not Excluded Downtime.
28 b) "Excluded Downtime" means (i) Scheduled Downtime; (ii) any period of unavailability lasting less than 10
minutes, not to occur more than once per month; (iii) issues arising from components controlled by the
Customer(or its vendors, contractors or service providers)and their performance or failure to perform which
A-7
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DocuSign Envelope ID:3A4633D9-80A9-4095-A044-993CADE5DE59
Exhibit A
1 impair or disrupt Customer's connections to the Internet and the transmission of data as reasonably
determined by NEOGOV after an investigation into the issue; (iv)that resulted from any actions or inactions
2 of Customer or any third parties; and (v) unavailability of features or functions which would be considered a
Level 1 or Level 2 severity level under the table in Section 2 below.
3 c) "SaaS Application" means each proprietary NEOGOV web-based software-as-a-service application subscribed to by
4 Customer.
d) "Scheduled Maintenance" shall mean a period of time where the System is unavailable to Customer, and/or any third
5 parry, in order for NEOGOV to perform maintenance of the System. System maintenance includes, but shall not be
limited to (i) adding, modifying, or upgrading equipment software and/or System source code, and; (ii) adding,
6 modifying,or upgrading equipment.
7 e) "Service Credit"shall means a percentage of Service Fees to be credited to Customer if NEOGOV fails to meet a Service
Level,as set forth in this SLA.Once Service Credit equals 1/365 of the total fees paid for the SaaS Application
8 f) "Service Level" means a performance standard NEOGOV is required to meet in providing the Services, as
9 set forth in this Service Level Agreement(SLA).
10 g) "Uptime" means the percentage of total time in a calendar month that the hosted environment is available.
Uptime is calculated as the sum of available time minus Non-excluded Downtime minus Excluded Downtime
11 divided by total time minus Excluded Downtime, expressed as a percentage.
12 Total—Non-excluded—Excluded 1
Total--Excluded J
13
14 2. Customer Obligations.The Customer's responsibilities and obligations in support of this SLA include the following:
15 a) Providing information and authorizations as reasonably required by NEOGOV for performing the Services.
16 b) Adhering to policies and processes established by NEOGOV and stated in the Agreement for reporting service failures
and incidents and prioritizing service requests.
17 c) Paying fees and costs as required pursuant to the Agreement.
18 d) In order to receive any of the Service Credits described herein,Customer must notify NEOGOV within thirty(30)days
from the time Customer becomes eligible to receive a Service Credit.Failure to comply with this requirement will forfeit
19 Customer's right to receive a Service Credit.
20 3. NEOGOV Obligations;Service Levels; Service Credits.
21 a) Customer Service Response. NEOGOV will provide telephone customer support Monday through Friday excluding
NEOGOV holidays.If the NEOGOV support desk is unable to resolve the issue within the time limits specified herein,
22 the case shall be escalated to the appropriate teams.
23
24
25
26 Target Response and Resolution Times
27 Severity Issues/Factors Determining Severity Initial
28
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DocuSign Envelope ID:3A4633D9-80A9-4095-A044-993CADE5DE59
Exhibit A
1 Acknowledgment'
2 Level 1 0 Functionality, system use questions. <72 hours
• Enhancement requests
30 Data Privacy inquiry
4 Level 2 . Problem does not impact or has low impact to <24 hours
5 customer operations.
• Can conduct daily work.
6 No error messages.
• There is a work around.
Level 3 . No work around solution. <4 hours
7 • Moderate system impact.
$ • Moderate data security, availability, or integrity
impact.
• Hot-fix required
9 Level 4 . Critical error that leads to work stoppage or
significant error in processing candidates
10 • System outage due to NEOGOV software or <2 hour
hardware
11 • Problem puts user or customer information at
risk.
12 • Multiple Customers reporting a safety issue.
• Unauthorized access to customer or job seeker
13 data.
14 a) Standard Service Levels/Warranty.The SaaS Application,Resolution Times and Acknowledgment Times(the"Service
15 Levels")must meet the standards described in this section.If Service Levels degrade to a level of non-compliance during
the periods specified,Customer may request a Service Credit and NEOGOV must take the necessary steps to bring the
system back to the required level unless Customer determines that factors outside NEOGOV's control are the cause.Only
16 one Service Credit can be applied within a twenty-four(24)hour period.Any and all customer credits shall be attributed
to the month period subsequent to the month in which the credit is requested by Customer. A Service Credit shall be
17 issued in NEOGOV's invoice in the year following the Downtime,unless the Service Credit is due in Customer's final
year of service. In such case,a refund for the dollar value of the Service Credit will be mailed to Customer. In no case
18 will the Service Credits due to Customer for a month exceed the amounts paid by Customer to NEOGOV.In the event
Customer terminates this contract with Service Credits still owed to Customer,NEOGOV shall compensate Customer
19 for the monetary value of these Service Credits.
20 Examples: If Customer experiences one Downtime period, it shall be eligible to receive one Service Credit. If
Customer experiences two Downtime periods,from multiple events at least twenty-four(24)hours apart,it shall be
21 eligible to receive two Service Credits.
Service Level Warranties
22
Service Measurement Service Level Service Credit
23
24 SaaS Application SaaS Application Uptime 99.8% in three (3) In addition to all other remedies
25 months during available to Customer, Customer shall
26 consecutive six(6) be entitled to terminate this Agreement
27
28
During standard business hours.
A-9
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DocuSign Envelope ID:3A4633D9-80A9-4095-A044-993CADE5DE59
Exhibit A
1 month period. for a material breach upon written
2 notice to NEOGOV with no further
liability,expense, or obligation to
3
NEOGOV, provided that Customer
4 notifies NEOGOV within thirty(30)
5 days of the conclusion of the third (3rd
6 month in which the Services were not
7 available 99.8%of the time). Customer
is entitled to prorate refund from date
$ of termination within 30 days of the
9 termination date.
10 SaaS Application SaaS Application Uptime 99.8% 10%of monthly SaaS Application Fees
11 Target Resolution Target Resolution Time 100% 8%of monthly SaaS Application Fees
12 Level 4
13 Level 3 Severity Target Resolution Time 100% 5%of monthly SaaS Application Fees
Resolution
14
Customer Support Initial Acknowledgment 95% in calendar .5%of monthly SaaS Application Fees
15 month
16
17
18
19
20
21
22
23
24
25
26
27
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A-10
DocuSign Envelope ID:3A4633D9-80A9-4095-A044-993CADE5DE59
Exhibit B
Fee Summary
NEOGOV TM
1 NEOGOV ORDER FORM
NEOGOV: Customer Name&Address:
2 Fresno, County of(CA)
GovernmentJobs.com, INC.(dba"NEOGOV") 2220 Tulare, 14th Floor
2120 Park Place, Suite 100 Fresno, CA 93721
3 El Segundo,CA 90245
billing@neogov.com
4 Quote Creation Date: 10/11/2023 Contact David McCurry
Name:
5
Quote Expiration Date: 30 days from Quote Creation Contact Email: dmccurry@fresnocountyca.gov
6 Payment Terms Annual. Net 30 from NEOGOV invoice. FTE:8000-8999 users
Subscription Start Date:07/15/2023
7 Subscription Term(months):61
Fee Summary
8 Service Description Term Term Fees
Learn Course Management Integration $155.52
9 License (prorated) 07/15/2023-07/31/2023
Biddle Software 08/01/2023-07/31/2024 $17,626.86
10 eForms Subscription (EF) 08/01/2023-07/31/2024 $92,194.39
Onboard Subscription(ON) 08/01/2023-07/31/2024 $64,537.38
11 Learn Subscription(LE) 08/01/2023-07/31/2024 $147,514.35
Insight Enterprise Subscription(IN) 08/01/2023-07/31/2024 $64,776.02
12 Learn Course Management Integration $3,739.68
License 08/01/2023-07/31/2024
13 Perform Subscription (PE) (prorated) 09/24/2023-07/31/2024 $106,042.99
Custom Employee Integration (prorated) 09/24/2023-07/31/2024 $3,025.41
14 New Hire Integration (prorated) 10/06/2023-07/31/2024 $1,454.52
Position Control Integration (prorated) 11/17/2023-07/31/2024 $2,247.78
15 2023-2024 Total: $503,314.90
Single Sign-On Integration (SSO) (prorated) 02/21/2024-07/31/2024 $560.29
16 Customer Background Check Integration $2,801.47
(prorated) 02/21/2024-07/31/2024
17 Single Sign-On Integration (SSO) 08/01/2024-07/31/2025 $1,491.67
Customer Background Check Integration 08/01/2024-07/31/2025 $7,458.37
18 Biddle Software 08/01/2024-07/31/2025 $18,684.48
eForms Subscription (EF) 08/01/2024-07/31/2025 $97,726.06
19 Onboard Subscription (ON) 08/01/2024-07/31/2025 $68,409.62
Learn Subscription (LE) 08/01/2024-07/31/2025 $156,365.20
20 Insight Enterprise Subscription(IN) 08/01/2024-07/31/2025 68,662.57
Learn Course Management Integration $3,964.06
License 08/01/2024-07/31/2025
21 Perform Subscription (PE) 08/01/2024-07/31/2025 $147,280.11
Custom Employee Integration 08/01/2024-07/31/2025 $3,964.06
22 New Hire Integration 08/01/2024-07/31/2025 $1,982.03
Position Control Integration 08/01/2024-07/31/2025 $3,561.60
23 2024-2025 Total: $582,911.59
Single Sign-On Integration (SSO) 08/01/2025-07/31/2026 $1,612.19
24 Customer Background Check Integration 08/01/2025-07/31/2026 $8,061.00
20,099.34
25 Biddle Software 08/01/2025-07/31/2026
eForms Subscription (EF) 08/01/2025-07/31/2026 $105,126.30
26
27 B-1
28
DocuSign Envelope ID:3A4633D9-80A9-4095-A044-993CADE5DE59
Exhibit B
Fee Summary
NEOGOV TM
1 Onboard Subscription(ON) 08/01/2025-07/31/2026 $73,589.90
Learn Subscription(LE) 08/01/2025-07/31/2026 $168,205.87
2 Insight Enterprise Subscription(IN) 08/01/2025-07/31/2026 $73,862.01
Learn Course Management Integration $4,264.24
3 License 08/01/2025-07/31/2026
4
$158,432.82
Perform Subscription (PE) 08/01/2025-07/31/2026
5 Custom Employee Integration 08/01/2025-07/31/2026 $4,520.09
New Hire Integration 08/01/2025-07/31/2026 $2,130.68
6 Position Control Integration 08/01/2025-07/31/2026 $3,828.72
2025-2026 Total: $623,733.15
7 Single Sign-On Integration (SSO) 08/01/2026-07/31/2027 $1,699.76
Customer Background Check Integration 08/01/2026-07/31/2027 $8,498.81
8 $21,290.96
Biddle Software 08/01/2026-07/31/2027
9 eForms Subscription (EF) 08/01/2026-07/31/2027 $111,358.85
Onboard Subscription(ON) 08/01/2026-07/31/2027 $77,952.76
10 Learn Subscription (LE) 08/01/2026-07/31/2027 $178,178.15
Insight Enterprise Subscription(IN) 08/01/2026-07/31/2027 78,241.00
11 Learn Course Management Integration $4,517.05
License 08/01/2026-07/31/2027
12 Perform Subscription (PE) 08/01/2026-07/31/2027 $167,825.69
Custom Employee Integration 08/01/2026-07/31/2027 $4,517.05
13 New Hire Integration 08/01/2026-07/31/2027 $2,258.52
Position Control Integration 08/01/2026-07/31/2027 $4,058.44
14 2026-2027 Total: $660,397.03
Single Sign-On Integration (SSO) 08/01/2027-07/31/2028 $1,801.74
15 Customer Background Check Integration 08/01/2027-07/31/2028 $9,008.74
$22,568.42
Biddle Software 08/01/2027-07/31/2028
16 eForms Subscription (EF) 08/01/2027-07/31/2028 $118,040.37
17 Onboard Subscription(ON) 08/01/2027-07/31/2028 $82,629.93
Learn Subscription (LE) 08/01/2027-07/31/2028 $188,868.84
18 Insight Enterprise Subscription(IN) 08/01/2027-07/31/2028 $82,935.47
Learn Course Management Integration $4,788.07
License 08/01/2027-07/31/2028
19 Perform Subscription (PE) 08/01/2027-07/31/2028 $177,895.23
Custom Employee Integration 08/01/2027-07/31/2028 $4,788.07
20 New Hire Integration 08/01/2027-07/31/2028 $2,394.03
Position Control Integration 08/01/2027-07/31/2028 4,301.95
21 2027-2028 Total: $700,020.86
2023-2024 Total: $503,314.90
22 2024-2025 Total: $582,911.59
2025-2026 Total: _ $623,733.15
23 2026-2027 Total: $660,397.03
2027-2028 Total: $700,020.86
24 Total: $3,070,377.53
A. Terms and Conditions
25 1.Agreement.This Ordering Document and the Services purchased herein are expressly conditioned upon the acceptance
26 by Customer of the terms of the NEOGOV Services Agreement either affixed hereto or the version most recently published
27 B-2
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DocuSign Envelope ID:3A4633D9-80A9-4095-A044-993CADE5DE59
Exhibit B
Fee Summary
NEOGOV W
1 prior to execution of this Ordering Form available at https://www.neogov.com/service-specifications. Unless otherwise
stated,all capitalized terms used but not defined in this Order Form shall have the meanings given to them in the NEOGOV
2 Services Agreement.
2. Effectiveness & Modification. The Effective Date shall be the Subscription Start Date. This Order Form may not be
modified or amended except through a written instrument signed by the parties.
3 3.Summary of Fees. Listed above is a summary of Fees under this Order.Once placed,your order shall be non-cancelable
and the sums paid nonrefundable,except as provided in the Agreement.
4 4.Order of Precedence. This Ordering Document shall take precedence in the event of direct conflict with the Services
Agreement,applicable Schedules,and Service Specifications.
5 B.Special Conditions(if any).
Initial Term:August 1st,2023—July 31st,2025
6
•Optional Subsequent Terms:August 1 st,2025—July 31 st,2028
7
8
9
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27 B-3
28
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DocuSign Envelope ID:3A4633D9-80A9-4095-A044-993CADE5DE59
Exhibit B
Fee Summary
NEOGUO"W"
1 IN WITNESS WHEREOF,this Order has been executed by such party's duly authorized signatory as of the date set forth below,
2 and such duly authorized signatory consents to the Agreement.
3 Customer Governmentjobs.com, Inc. (DBA "NEOGOV")
Entity Name:
4 COUNTY OF FRESNO
DoCUSigned by:
Signature:
6EB203BWD81040B.
7 Alex Chun
Print Name: Nathan Magsig,Chairman of the Board of
$ Supervisors of the County of Fresno
_ _�oaL� 12/15/2023 I 7:20:45 AM PST
Date: a3
9
10
11 ATTEST:
BERNICE E.SEIDEL
12 Clerk of the Board of Supervisors
County of Fresno,State of California
13
By_ Deputy
14
15
16
17
1�B
19
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27 B-4
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DocuSign Envelope ID:3A4633D9-80A9-4095-A044-993CADE5DE59
Exhibit C
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the Contractor or any third
parties, Contractor, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to
this policy naming the County of Fresno, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County
is excess only and not contributing with insurance provided under the Contractor's
policy, but only to the extent of liabilities falling within Neogov's indemnity obligation
pursuant to this agreement. Contractor may use Umbrella or Excess Policies to provide
the liability limits as required in this section. This form of insurance will be acceptable
provided that all of the Primary and Umbrella or Excess Policies shall provide all of the
general liability insurance coverages herein required, including, but not limited to,
primary and non-contributory, additional insure, indemnity, and defense requirements.
The Umbrella or Excess policies shall be provided on a true "following form" or broader
coverage basis, with coverage at least as broad as provided on the underlying
Commercial General Liability insurance. No insurance policies maintained by the
Additional Insureds, whether primary or excess, and which also apply to a loss covered
hereunder, shall be called upon to contribute to a loss until the Contractor's primary and
excess liability policies are exhausted.
(B) Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(C) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
(D)Technology Professional Liability (Errors and Omissions). Technology professional
liability (errors and omissions) insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence and in the aggregate. Coverage must encompass all of the
Contractor's obligations under this Agreement, including but not limited to claims
involving Cyber Risks. Coverage is applied according to the terms, conditions, and
exclusions in the policy.
(E) Cyber Liability. Cyber liability insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence. Coverage must include claims involving Cyber Risks.
Coverage is applied according to the terms, conditions, and exclusions in the policy.
Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security
Breach, which may include Disclosure of Personal Information to an Unauthorized Third
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Exhibit C
Party; (ii) data breach; (iii) breach of any of the Contractor's obligations under Article 11
of this Agreement; (iv) system failure; (v) data recovery; (vi)failure to timely disclose
data breach or Security Breach; (vii) failure to comply with privacy policy; (viii) payment
card liabilities and costs; (ix) infringement of intellectual property, including but not
limited to infringement of copyright, trademark, and trade dress; (x) invasion of privacy,
including release of private information; (xi) information theft; (xii) damage to or
destruction or alteration of electronic information; (xiii) cyber extortion; (xiv) extortion
related to the Contractor's obligations under this Agreement regarding electronic
information, including Personal Information; (xv) fraudulent instruction; (xvi) funds
transfer fraud; (xvii) telephone fraud; (xviii) network security; (xix) data breach response
costs, including Security Breach response costs; (xx) regulatory fines and penalties
related to the Contractor's obligations under this Agreement regarding electronic
information, including Personal Information; and (xxi) credit monitoring expenses.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
and at any time during the term of this Agreement as requested by the County's Risk
Manager or the County Administrative Office, the Contractor shall deliver, or cause its
broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th
Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by
mail or email to the person identified to receive notices under this Agreement,
certificates of insurance and endorsements for all of the coverages required under this
Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) to the
extent permitted by law, NEOGOV will require its insurer(s) issuing the
CGL/Auto/WC coverage to waive its rights of recovery or subrogation against the
customer, but only to the extent of liabilities falling within NEOGOV'S indemnity
obligations under this Agreement.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) Coverage is applied according to the terms, conditions, and exclusions in the
policy..
(iv) Coverage is applied according to the terms, conditions, and exclusions in the
policy..
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Exhibit C
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VI I.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to endeavor to provide to the County, written notice of any cancellation or
change in the policy as required in this paragraph to the extent such insurance is not
replaced by insurance with generally equivalent or better terms. For cancellation of such
policy for nonpayment of premium, the Contractor shall, or shall cause the insurer to,
provide written notice to the County not less than 10 days in advance of cancellation. For
cancellation of such policy for any other reason, and for any other change to the policy,
the Contractor shall, or shall cause the insurer to, provide written notice to the County
not less than 30 days in advance of cancellation or change. The County in its sole
discretion may determine that the failure of the Contractor or its insurer to timely provide
a written notice required by this paragraph is a breach of this Agreement.
(D)Waiver of Subrogation. To the extent permitted by law, the Contractor will require its
insurers to waives aay its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under the policy of worker's compensation
insurance required by this Agreement but only to the extent of liabilities falling within
Neogov's indemnity obligations pursuant to this agreement.
(E) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
in effect at all times any insurance coverage required under this Agreement, the County
may, in addition to any other remedies it may have, suspend, or terminate this
Agreement upon the occurrence of that failure.
(F) Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement coverage and limits usual and
customary for the product or service each such subcontractor will provide. This
paragraph does not authorize the Contractor to provide services under this Agreement
using subcontractors. For avoidance of doubt, "subcontractors" shall exclude
subcontractors (i) who perform routine software development and maintenance services
which are not specific to the County, and (ii) subcontractors who will not have any
access to County data.
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DocuSign Envelope ID:3A4633D9-80A9-4095-A044-993CADE5DE59
Exhibit D
NEOGOV SERVICES AGREEMENT
V040123
You agree that by placing an order through a NEOGOV standard ordering document such as an"Order Form","Service Order,"
"Ordering Document,""SOW"or other document mutually agreed by the parties detailing the services,pricing and subscription
term(each,an"Order Form"for purposes of the Agreement),you agree to follow and be bound by the terms and conditions set
forth in the Agreement and this Exhibit D,also entitled"NEOGOV Services Agreement.""Govemmentjobs.com","NEOGOV",
"we",and"our"means Governmentjobs.com,Inc.(DB/A/NEOGOV),for and on behalf of itself and its subsidiaries PowerDMS,
Inc.,Cuehit,Inc.,Ragnasoft LLC(DB/A/P1anIT Schedule),and Design PD,LLC(DB/A Agency360)(collectively,"NEOGOV"
and,where applicable,its other affiliates;"Customer","you","your"means the NEOGOV client,customer,and/or the subscriber
identified in the Order Form). Exhibit B shall be deemed an Order Form for purposes of the Agreement.
"Services Agreement" shall be used to collectively refer to this Exhibit D, "NEOGOV Services Agreement", documents
incorporated herein including the applicable Order Form, each Addendum (as applicable), and Special Conditions (if any).
"Addendum" means each Addendum set forth either as an Exhibit hereto or otherwise made available at
https://www.neogov.com/service-specifications(the"NEOGOV Site")and,as applicable,made a part of the Agreement."Special
Conditions"means individually negotiated variations,amendments and/or additions to this Service Agreement of which are either
drafted,or incorporated by reference,into the Order Form.
1. Provision of Services.Subject to the terms of the Agreement NEOGOV hereby agrees to provide Customer with access to its
SaaS Applications and Professional Services(each defined below)included or ordered by Customer in the applicable Order
Form(collectively referred to as the"Services").Customer hereby acknowledges and agrees that NEOGOV's provision and
performance of,and Customer's access to,the Services is dependent and conditioned upon Customer's full performance of its
duties,obligations and responsibilities hereunder.This Agreement entered into as of the earlier of.(i)date of your signature
on an applicable Order Form;or(ii)use of the Services commences(the"Effective Date").The Agreement supersedes any
prior and contemporaneous discussions,agreements or representations and warranties.
2. SaaS Subscription.
a) Subscription Grant."SaaS Applications"means each proprietary NEOGOV web-based software-as-a-service application
that may be set forth on an Order Form and subsequently made available by NEOGOV to Customer, and associated
components as described in any written service specifications made available to Customer by NEOGOV(the"Service
Specifications"). Subject to and conditioned on Customer's and its Authorized Users' compliance with the terms and
conditions of this Agreement,NEOGOV hereby grants to Customer a limited,non-exclusive,non-transferable,and non-
sublicensable right to(i)onboard,access and use,and to permit Authorized Users to onboard,access and use,the SaaS
Applications specified in the Order Form solely for Customer's internal,non-commercial purposes;(ii)generate,print,
and download Customer Data as may result from any access to or use of the SaaS Applications;and(iii)train Authorized
Users in uses of the SaaS Applications permitted hereunder(these rights shall collectively be referred to as the"SaaS
Subscription"). "Authorized Users"means(1)Customer employees,agents,contractors,consultants("Personnel")who
are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Services
Agreement and(2)for whom access to the Services has been purchased hereunder. You shall not exceed the usage limits
(if any)as detailed in the user tier in the applicable Order Form.You may not access the SaaS Applications if you are a
direct competitor of NEOGOV or its affiliates.In addition,you may not access the SaaS Applications for purposes of
monitoring their availability,performance,or functionality,or for any other benchmarking or competitive purposes. You
shall be responsible for each Authorized User's access to and use of the SaaS Applications and compliance with
applicable terms and conditions of this Agreement.
b)
3. Customer Responsibilities. Customer will not, and will ensure its Authorized Users do not(a)make any of the Services
available to anyone other than Authorized Users or use any Services for the benefit of anyone other than Customer and its
Authorized Users, unless otherwise agreed in writing by the parties, (b) sell, resell, license, sublicense, distribute, make
available,rent or lease any of the Services,or include any of the Services in a service bureau or outsourcing offering,unless
otherwise agreed in writing by the parties,(c)use the Services to store or transmit infringing,libelous,or otherwise unlawful
or tortious material,or to store or transmit material in violation of the privacy rights,publicity rights,copyright rights,or other
rights of any person or entity,(d)use the Services to store or transmit code,files,scripts,agents or programs intended to do
harm, including, for example,viruses, worms, time bombs and Trojan horses, (e) interfere with or disrupt the integrity or
performance of the Services (including, without limitation, activities such as security penetration tests, stress tests, and
spamming activity),(f)attempt to gain unauthorized access to the Services or its related systems or networks,(g)disassemble,
reverse engineer,or decompile the Services,or modify,copy,or create derivative works based on the Services or any part,
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Exhibit D
feature, function or user interface thereof, (h) remove the copyright, trademark, or any other proprietary rights or notices
included within NEOGOV Intellectual Property and on and in any documentation or training materials,or(i)use the Services
in a manner which violates the terms of this Agreement,any Order Form or any applicable laws.
4. Professional Services. "Professional Services" shall mean professional services purchased by Customer as detailed in an
applicable Order Form or NEOGOV Scope of Work(SOW)describing the work to be performed,fees,and any applicable
milestones, dependencies, and other technical specifications or related information. Professional Services may include
training,implementation,and best practices of and concerning the SaaS Applications. Professional Services are subject to the
terms of the Professional Services Addendum made available on the NEOGOV Site and made a part hereof and may be subject
to additional terms pursuant to an SOW and Service Specifications describing,if applicable,the work to be performed,fees,
and any applicable milestones,dependencies,and other technical specifications or related information.Order Forms or SOWS
must be signed by Customer before NEOGOV shall commence work.If Customer executes a separate SOW,this Agreement
and documents incorporated herein(including but not limited to the Professional Services Addendum) shall control in the
event of a conflict with the terms of the SOW.All Professional Services purchased by Customer must be utilized within twelve
(12)months of the date of the applicable Order Form or SOW.
5. Payment Terms.
a) Fees. Customer shall pay all Subscription,Onboarding and Set-Up fees("Subscription Fees")and Professional Service
fees("Professional Service Fees",collectively the"Fees")as set forth in an Order Form within forty-five(45)days of
the date of NEOGOV's invoice.Fees shall be invoiced annually in advance and in a single invoice for each Term. Unless
explicitly stated otherwise in an Order Form,all payments due under an Order Form are expressed in and shall be paid
in U.S.dollars. Invoices shall be delivered to the stated"Bill To"party on the Order Form.Unless explicitly provided
otherwise,once placed the Order Form is non-cancellable and sums paid nonrefundable.If Subscription Fees are based
upon the Authorized User or employee count as may be specified in an Order Form, Customer shall owe NEOGOV
supplemental Subscription Fees to the extent Customer exceeds the number of Authorized Users or employees set forth
in the Order Form.
b) Taxes. Customer will pay all taxes, duties and levies imposed by all federal, state, and local authorities (including,
without limitation, export, sales,use, excise, and value-added taxes)based on the transactions or payments under this
Agreement, except those taxes imposed or based on NEOGOV's net income or those exempt by applicable state law.
Customer shall provide NEOGOV with a certificate or other evidence of such exemption within ten(10)days after the
Effective Date of this Agreement and thereafter upon NEOGOV's request therefor.
c) Purchase Orders. Any reference to a purchase order in an Order Form or any associated invoice is solely for Customer's
convenience in record keeping,and no such reference or any delivery of services to Customer following receipt of any
purchase order shall be deemed an acknowledgement of or an agreement to any terms or conditions referenced or included
in any such purchase order.If a purchase order is delivered by Customer in connection with the purchase of Services,
none of the terms and conditions contained in such purchase order shall have any effect or modify or supersede the terms
and conditions of this Agreement.NEOGOV's failure to object to terms contained in any such purchase order shall not
be a waiver of the terms set forth in this provision or in this Agreement.
6. Term and Termination.
a) Term. This Agreement shall commence on the Effective Date and shall remain in effect until all SaaS Subscriptions have
expired and/or both parties have achieved full performance of Professional Services,unless it is terminated earlier in
accordance with this Agreement.
b) Termination for Cause;Effect of Termination. Either Party may terminate this Agreement immediately if the other is in
material breach of this Agreement and such breach is not cured within thirty(30)days following non-breaching parry's
written specification of the breach.NEOGOV may suspend the Services or terminate this Agreement immediately in the
event the Services or Customer's use of the Services provided hereunder pose a security risk to the Services,NEOGOV
or any third party,or become illegal or contrary to any applicable law,rule,regulation,or public policy.Upon expiration
or any termination of this Agreement,Customer shall cease all use and refrain from all further use of the Services and
other NEOGOV Intellectual Property. Additionally,Customer shall be obligated to pay,as of the effective date of such
expiration or termination,all amounts due and unpaid to NEOGOV under this Agreement.Unless otherwise specified,
following 90 days after expiration or termination of the Agreement after expiration or termination of this Agreement
NEOGOV may remove Customer Data from NEOGOV Services and without Customer consent or notice.
7. Audit Rights. Upon reasonable notice,NEOGOV or its agent shall have the right to audit Customer's records relating to its
compliance with this Agreement. Customer shall cooperate fully with this audit, as is reasonable. If any audit conducted
under this Section indicates that any amount due to NEOGOV was underpaid,Customer shall within three(3)business days
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Exhibit D
pay to NEOGOV the amount due. All expenses associated with any such audit shall be paid by NEOGOV unless the audit
reveals underpayment in excess of five percent(5%),in which case Customer shall pay such expenses as well as any amount
due to NEOGOV.
8. Maintenance;Modifications;Support Services.
a) Maintenance, Updates, Upgrades. NEOGOV maintains NEOGOV's hardware and software infrastructure for the
Services and is responsible for maintaining the NEOGOV server operation and NEOGOV database security.NEOGOV
may in its sole discretion,periodically modify,Update,and Upgrade the features,components,and functionality of the
Services during the Tenn. "Update" means any update, bug fix, patch or correction of the Services or underlying
NEOGOV software that NEOGOV makes generally available to its customers of the same module,excluding Upgrades.
Updates are automatic and available upon Customer's next login to the Services following an Update at no additional
cost to Customer. "Upgrade" means any update of the Services or underlying NEOGOV software such as platform
updates,and major product enhancements and/or new features that NEOGOV makes commercially available.NEOGOV
shall have no obligation to provide Upgrades to customers and retains the right to offer Upgrades free of cost or on a per
customer basis at additional cost. NEOGOV shall have no liability for, or any obligations to, investments in, or
modifications to Customer's hardware,systems or other software which may be necessary to use or access the Services
due to a modification,Update,or Upgrade of the Services.
b) Program Documentation; Training Materials. "Program Documentation" shall mean all user guides, training, and
implementation material,and Service descriptions provided by NEOGOV to Customer in connection with the Services.
NEOGOV hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use, print, and
distribute internally via non-public platforms,the Program Documentation during the Term solely for Customer's internal
business purposes in connection with its use of the Services.Primary training of NEOGOV Services is conducted by self-
review of online materials.NEOGOV's pre-built,online training consists of a series of tutorials to introduce the standard
features and functions(the"Training Materials").The Training Materials may be used as reference material by Customer
Personnel conducting day-to-day activities.
c) Implementation.For Services requiring implementation,NEOGOV implementation supplements the Training Materials
and is conducted off-site unless otherwise agreed in the Order Form. For an additional fee as detailed on an applicable
Order Form,NEOGOV personnel will provide consultation on best practices for setting up the Services,answer Customer
questions during the implementation period,and use commercially reasonable efforts to ensure Authorized User Admins
grasp the system. The length of the implementation time is dependent on the type of Service and the Customer's
responsiveness.NEOGOV is not responsible or liable for any delay or failure to perform implementation caused in whole
or in part by Customer's delay in performing its obligations hereunder and,in the event of any such delay,NEOGOV
may,in its sole discretion,extend all performance dates as NEOGOV deems reasonably necessary.
d) Support.Phone support for the Services is available to Customer Monday through Friday,excluding NEOGOV holidays.
Customer may submit a request for online support for the Services 24 hours a day,seven days a week,and the NEOGOV
support desk will acknowledge receipt of the request within a reasonable time.The length of time for a resolution of any
problem is dependent on the type of case.
e) Limitations.Unless otherwise specified in the Order Form,this Agreement does not obligate NEOGOV to render any
maintenance or support services that are not expressly provided herein,including,but not limited to data uploads,manual
data entry, migration services, data conversion, refinement, purification, reformatting, SQL dump, or process
consultation.
9. NEOGOV Intellectual Property.NEOGOV shall exclusively own all right, title and interest in and to all pre-existing and
future intellectual property developed or delivered by NEOGOV including all Services,products,systems,software(including
any source code or object code)or Service Specifications related thereto,Updates or Upgrades,trademarks, service marks,
logos and other distinctive brand features of NEOGOV and all proprietary rights embodied therein (collectively, the
"NEOGOV Intellectual Property"). This Agreement does not convey or transfer title or ownership of the NEOGOV
Intellectual Property to Customer or any of its users.All rights not expressly granted herein are reserved by NEOGOV.Other
than recommendation use or as required by law,all use of NEOGOV trademarks must be pre-approved by NEOGOV prior to
use.Trademarks shall include any word,name,symbol,color,designation or device,or any combination thereof that functions
as a source identifier,including any trademark,trade dress, service mark,trade name, logo, design mark,or domain name,
whether or not registered.
10. Data Processing and Privacy.
a) Customer Data. "Customer Data" shall mean all data that is owned or developed by Customer, whether provided to
NEOGOV by Customer or provided by a third party to NEOGOV in connection with NEOGOV's provision of Services
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Exhibit D
to Customer,including Personnel data collected,loaded into,or located in Customer data files maintained by NEOGOV.
NEOGOV Intellectual Property, including but not limited to the Services and all derivative works thereof,NEOGOV
Confidential Information, and Platform Data do not fall within the meaning of the term"Customer Data". Customer
exclusively owns all right,title,and interest in and to all Customer Data. Customer grants NEOGOV a license to host,
use, process, display, create non-personal derivative works of, and transmit Customer Data to provide the Services.
NEOGOV reserves the right to delete or disable Customer Data stored,transmitted or published by Customer using the
Services upon receipt of a bona fide notification that such content infringes upon the intellectual property rights of others,
or if NEOGOV otherwise reasonably believes any such content is in violation of this Agreement.
b) Platform Data. "Platform Data"shall mean any anonymized data reflecting the access to or use of the Services by or on
behalf of Customer or any user,including statistical or other analysis and performance information related to the provision
and operation of the Services including any end user visit,session,impression,clickthrough or click stream data,as well
as log,device,transaction data,or other analysis,information,or data based on or derived from any of the foregoing.
NEOGOV shall exclusively own all right, title and interest in and to all Platform Data. Customer acknowledges
NEOGOV may compile Platform Data based on Customer Data input into the Services.Customer agrees that NEOGOV
may use Platform Data to the extent and in the manner permitted under applicable law. Such anonymized data neither
identifies Customer or its users,nor can Customer or any its users can be derived from such data.
c) Data Processing Agreement.To the extent Customer uses the Services to target and collect personal information from
users located in the European Union,European Economic Area,or Switzerland(the"EU")or the United Kingdom
("UK"),or has Authorized Users accessing the Services from the EU or UK,the terms of the NEOGOV Data
Processing Addendum("DPA")made available on the NEOGOV Site is hereby incorporated herein by reference and
made part of this Agreement.
d) Data Responsibilities.
i) NEOGOV will maintain administrative, physical, and technical safeguards for protection of the security,
confidentiality and integrity of the Customer Data. Those safeguards will include, but will not be limited to,
measures for preventing access,use,modification or disclosure of Customer Data by NEOGOV personnel except
(a)to provide the Services and prevent or address service or technical problems,(b)as compelled by applicable law,
or (c) as Customer expressly permits in writing. Customer acknowledges and agrees that it is commercially
reasonable for NEOGOV to rely upon the security processes and measures utilized by NEOGOV's cloud
infrastructure providers.
ii) Customer is solely responsible for the development, content, operation,maintenance, and use of Customer Data,
including but not limited to compliance with applicable laws.NEOGOV will have no responsibility or liability for
the accuracy of the Customer Data prior to receipt of such data into the Services.Without limiting the foregoing,
Customer shall be solely responsible for and shall comply with all applicable laws and regulations relating to(a)the
accuracy and completeness of all information input,submitted,or uploaded to the Services,(b)the privacy of users
of the Services,including,without limitation,providing appropriate notices to and obtaining appropriate consents
from any individuals to whom Customer Data relates;and(c)the collection,use,modification,alteration,extraction,
retention, copying, external storage, disclosure, transfer, disposal, and other processing of any Customer Data.
NEOGOV is not responsible for lost data caused by the action or inaction of Customer or Authorized Users.Unless
otherwise mutually agreed in writing,Customer shall not maintain any financial,health,payment card,or similarly
sensitive data that imposes specific data security or data protection obligations within the Services.Customer shall
provide and institute all appropriate tools and procedures required to ensure the security of its own information
system and,more specifically,to prevent,detect and destroy the occurrence of any viruses.
e) Breach Notice. NEOGOV will notify Customer of unauthorized access to, or unauthorized use, loss or disclosure of
Customer Data within its custody and control(a"Security Breach")within 72 hours of NEOGOV's confirmation of the
nature and extent of the same or when required by applicable law, whichever is earlier. Each party will reasonably
cooperate with the other with respect to the investigation and resolution of any Security Breach. If applicable law or
Customer's policies require notification of its Authorized Users or others of the Security Breach, Customer shall be
responsible for such notification.
f) Data Export,Retention and Destruction. Customer may export or delete Customer Data from the Services at any time
during a Subscription Term,using the existing features and functionality of the Services.Customer is solely responsible
for its data retention obligations with respect to Customer Data. If and to the extent Customer cannot export or delete
Customer Data stored on NEOGOV's systems using the then existing features and functionality of the Services,
NEOGOV will,upon Customer's written request,make the Customer Data available for export by Customer or destroy
the Customer Data. If Customer requires the Customer Data to be exported in a different format than provided by
NEOGOV, such additional services will be subject to a separate agreement on a time and materials basis. Except as
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Exhibit D
otherwise required by applicable law,NEOGOV will have no obligation to maintain or provide any Customer Data more
than ninety (90) days after the expiration or termination of this Agreement. Customer acknowledges that it is solely
responsible for determining any retention requirements with respect to the Customer Data as required by applicable law
and NEOGOV disclaims all liability in connection with such determination. In addition,to the extent Customer requests
that NEOGOV retain Customer Data beyond the expiration of the retention period required by applicable law,rule or
regulation,NEOGOV disclaims all liability in in connection with retaining such Customer Data including but not limited
to any claims related to loss or destruction of such Customer Data.
11. Third Party Services.The Services may permit Customer and its Authorized Users to access services or content provided by
third parties through the Services("Third Party Services").Customer agrees that NEOGOV is not the original source and shall
not be liable for any inaccuracies contained in any content provided in any of the Third Party Services. NEOGOV makes no
representations,warranties or guarantees with respect to the Third Party Services or any content contained therein. NEOGOV
may discontinue access to any Third Party Services through the Services if the relevant agreement with the applicable third
party no longer permits NEOGOV to provide such access.If loss of access to any Third Party Services(to which Customer
has a subscription under this Agreement)occurs during a Subscription Term,NEOGOV will refund to Customer any prepaid
fees for such Third Party Services covering the remainder of the Subscription Term.
12. Nondisclosure.
a) Definition of Confidential Information. "Confidential Information" means all information disclosed by a party
("Disclosing Party")to the other party("Receiving Party"),whether orally or in writing,that is designated as confidential
or that reasonably should be understood to be confidential given the nature of the information and the circumstances of
disclosure. Customer's Confidential Information includes its Customer Data. NEOGOV Confidential Information
includes the NEOGOV Intellectual Property and the Services. The Confidential Information of each party includes the
terms and conditions of this Agreement and all Order Forms(including pricing),as well as business and marketing plans,
technology and technical information, product plans and designs, and business processes disclosed by such party.
However,Confidential Information does not include any information that(a)is or becomes generally known to the public
without breach of any obligation owed to the Disclosing Party,(b)was known to the Receiving Party prior to its disclosure
by the Disclosing Party without breach of any obligation owed to the Disclosing Party,(c)is received from a third party
without breach of any obligation owed to the Disclosing Party, or(d)was independently developed by the Receiving
Party.
b) Obligations. The Receiving Party will: (i)use the same degree of care it uses to protect the confidentiality of its own
confidential information of like kind(but not less than reasonable care);(ii)not use any Confidential Information of the
Disclosing Party for any purpose outside the scope of this Agreement and(iii) except as otherwise authorized by the
Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees
and contractors who need access for purposes consistent with this Agreement and who have signed confidentiality
agreements with the Receiving Party containing protections not less protective of the Confidential Information than those
herein.
c) Exceptions.The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled
by law to do so,provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure(to the
extent legally permitted)and reasonable assistance,at the Disclosing Party's cost,if the Disclosing Party wishes to contest
the disclosure.
d) Equitable Relief The parties recognize and agree there is no adequate remedy at law for breach of the provisions of the
confidentiality obligations set forth in this Section 12,that such a breach would irreparably harm the Disclosing Party
and the Disclosing Party is entitled to seek equitable relief(including,without limitation,an injunction)with respect to
any such breach or potential breach in addition to any other remedies available to it at law or in equity.
13. Representations,Warranties,and Disclaimers.
a) Mutual Representations. Each party represents and warrants to the other party that(i)it has full power and authority
under all relevant laws and regulations and is duly authorized to enter into this Agreement;and(ii)to its knowledge,the
execution,delivery and performance of this Agreement by such party does not conflict with any agreement,instrument
or understanding,oral or written,to which it is a party or by which it may be bound,nor violate any law or regulation of
any court,governmental body or administrative or other agency having jurisdiction over it.
b) Service Performance Warranty. NEOGOV warrants that it provides the Services using a commercially reasonable level
of care and skill and in a professional manner in accordance with generally recognized industry standards for similar
services.
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Exhibit D
c) No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS WARRANTY SECTION,
THE SERVICES ARE PROVIDED ON AN"AS IS"BASIS,AND CUSTOMER'S USE OF THE SERVICES IS AT
ITS OWN RISK.NEOGOV DOES NOT MAKE,AND HEREBY DISCLAIMS,ANY AND ALL OTHER EXPRESS
AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND
ANY WARRANTIES ARISING FROM A COURSE OF DEALING,USAGE,OR TRADE PRACTICE. NEOGOV
DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED,ERROR-FREE,OR COMPLETELY
SECURE,OR THAT ANY ERROR WILL BE CORRECTED.
d) Disclaimer of Actions Caused by and/or Under the Control of Third Parties. NEOGOV DOES NOT AND CANNOT
CONTROL THE FLOW OF DATA TO OR FROM THE NEOGOV SYSTEM AND OTHER PORTIONS OF THE
INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES
PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES,ACTIONS OR INACTIONS OF SUCH THIRD
PARTIES CAN IMPAIR OR DISRUPT CUSTOMER'S CONNECTIONS TO THE INTERNET (OR PORTIONS
THEREOF). ALTHOUGH NEOGOV WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL
ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, NEOGOV CANNOT
GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY,NEOGOV DISCLAIMS ANY AND
ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS OR WITH RESPECT TO ANY THIRD
PARTY SERVICES.
e) No Medical Advice.Through certain Services,NEOGOV may make certain telehealth related information available to
Customer and/or facilitate user access to telemedicine, expert medical services, and/or emergency medical services.
NEOGOV is independent from healthcare providers who provide telemedicine services and is not responsible for such
healthcare providers'acts,omissions or for any content or communications made by them.The Services do not provide
medical advice and do not create a healthcare provider/patient relationship between Customer and NEOGOV or
otherwise.Any Services,or content accessed from the Services,are for informational purposes only and do not constitute
medical advice. Customer should seek professional medical advice,diagnosis,and/or treatment for any and all medical
conditions,whether as a result of using Services or otherwise.NEOGOV IS NOT RESPONSIBLE OR LIABLE FOR
ANY ADVICE, COURSE OF TREATMENT,DIAGNOSIS OR ANY OTHER TREATMENT OR INFORMATION
THAT CUSTOMER OR ITS USERS MAY OBTAIN THROUGH THE USE OF THE SERVICES.
14. Indemnification.
a) NEOGOV Indemnity.Subject to Article 8 of the Agreement and subsections 14(b)(i)through 14(b)(iii)and 14(c)of this
Section,if a third party makes a claim against Customer that any NEOGOV intellectual property furnished by NEOGOV
and used by Customer infringes a third parry's intellectual property rights,NEOGOV will defend the Customer against
the claim and indemnify the Customer from the damages and liabilities awarded by the court to the third-party claiming
infringement or the settlement agreed to by NEOGOV.
i) Alternative Resolution.If NEOGOV believes or it is determined that any of the Services may have violated a third
party's intellectual property rights,NEOGOV may choose to either modify the Services to be non-infringing or
obtain a license to allow for continued use.If these alternatives are not commercially reasonable,NEOGOV may
end the subscription or license for the Services and refund a pro-rata portion of any fees covering the whole months
that would have remained,absent such early termination,following the effective date of such early termination.
ii) No Duty to Indemnify. NEOGOV will not indemnify Customer if Customer alters the Service or Service
Specifications, or uses it outside the scope of use or if Customer uses a version of the Service or Service
Specifications which has been superseded,if the infringement claim could have been avoided by using an unaltered
current version of the Services or Service Specifications which was provided to Customer, or if the Customer
continues to use the infringing material after the subscription expires.NEOGOV will not indemnify the Customer
to the extent that an infringement claim is based upon any information,design,specification,instruction,software,
data, or material not furnished by NEOGOV. NEOGOV will not indemnify Customer for any portion of an
infringement claim that is based upon the combination of Service or Service Specifications with any products or
services not provided by NEOGOV.NEOGOV will not indemnify Customer for infringement caused by Customer's
actions against any third party if the Services as delivered to Customer and used in accordance with the terms of the
Agreement would not otherwise infringe any third-party intellectual property rights.
iii) Exclusive Remedy.This Section provides the exclusive remedy for any intellectual property infringement claims or
damages against NEOGOV.
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Exhibit D
b) Indemnification Procedures. In order to receive the indemnities described hereunder, the indemnified party must: (i)
promptly notify the indemnifying party,in writing,of any claim;(ii)cooperate reasonably with indemnifying party,at
the indemnifying party's expense, in the defense and/or settlement thereof, and (iii) allow the indemnifying party to
control the defense and/or settlement thereof except that the indemnifying party may not,without the indemnified party's
prior written consent,enter into any settlement that does not unconditionally release the indemnified party from liability.
The indemnified party shall have the right to participate in any defense of a claim and/or to be represented by counsel of
its own choosing at its own expense, provided that ultimate control of such defense shall remain solely with the
indemnifying party.
15. Limitations of Liability.
a) EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS
SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY,INCLUDING BREACH OF CONTRACT,
TORT(INCLUDING NEGLIGENCE),STRICT LIABILITY,AND OTHERWISE,INCLUDING FOR ANY:(a)LOSS
OF PRODUCTION,USE,BUSINESS,REVENUE,OR PROFIT OR DIMINUTION IN VALUE;(b)IMPAIRMENT,
INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE,
CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF
REPLACEMENT GOODS OR SERVICES; (e)LOSS OF GOODWILL,LOSS OF BUSINESS OPPORTUNITY OR
PROFIT, OR LOSS OF REPUTATION; OR(f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, ,
ENHANCED,OR PUNITIVE DAMAGES,REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF
THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE
FORESEEABLE,AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS
ESSENTIAL PURPOSE.
b) CAP ON MONETARY LIABILITY.EXCEPT FOR DAMAGES ARISING OUT OF LIABILITY WHICH CANNOT
BE LAWFULLY EXCLUDED OR LIMITED,OR CUSTOMER'S OBLIGATIONS TO MAKE PAYMENT UNDER
THIS AGREEMENT, OR BREACH OF ARTICLE 11, SUBSECTION 11.6, DATA SECURITY OF THE
AGREEMENT, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS
AGAINST THE OTHER PARTY UNDER THIS AGREEMENT,WHETHER ARISING UNDER OR RELATED TO
BREACH OF CONTRACT,TORT(INCLUDING NEGLIGENCE),STRICT LIABILITY,OR ANY OTHER LEGAL
OR EQUITABLE THEORY, SHALL NOT EXCEED THE AMOUNT OF ALL PAYMENTS ACTUALLY
RECEIVED BY NEOGOV FROM CUSTOMER IN CONNECTION WITH THIS AGREEMENT IN THE 12 MONTH
PERIOD PRECEDING THE DATE OF THE EVENT INITIALLY GIVING RISE TO SUCH LIABILITY. THE
EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT.
IN THE EVENT OF A BREACH OF ARTICLE 11,SUBSECTION 11.6,DATA SECURITY OF THE AGREEMENT,
THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY FOR SUCH CLAIMS SHALL NOT EXCEED THREE
TIMES THE AMOUNT OF ALL PAYMENTS ACTUALLY RECEIVED BY NEOGOV FROM CUSTOMER IN
CONNECTION WITH THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE DATE OF THE
EVENT INITIALLY GIVING RISE TO SUCH LIABILITY.
16. Reimbursement of Costs in Third Party Litigation.With respect to any litigation or other court proceeding involving Customer
and a third party,if any subpoena or other legally binding request related to such litigation or court proceeding is served to
NEOGOV requesting copies of documents maintained by NEOGOV or otherwise requesting NEOGOV to appear as a witness
in any capacity or provide testimony with respect to Customer's documentation,Customer shall reimburse NEOGOV for its
out-of-pocket costs associated with compliance with such request, including but not limited to NEOGOV's reasonable
attorneys'fees.
17. Text Message Communications. NEOGOV may offer Personnel the opportunity to receive text messages regarding job
application or hiring process reminders, applicant status updates, or other human resource related notices. Since these text
message services depend on the functionality of third-party providers, there may be technical delays on the part of those
providers. NEOGOV may make commercially reasonable efforts to provide alerts in a timely manner with accurate
information,but cannot guarantee the delivery,timeliness,or accuracy of the content of any alert.NEOGOV shall not be liable
for any delays,failure to deliver,or misdirected delivery of any alert;for any errors in the content of an alert;or for any actions
taken or not taken by you or any third party in reliance on an alert.NEOGOV cannot vouch for the technical capabilities of
any third parties to receive such text messages. To the extent you utilize text messaging features,NEOGOV shall not be
responsible for your use of such features,and you shall indemnify NEOGOV with respect to any damages resulting from your
use including but not limited any violations of applicable law. NEOGOV MAKES NO WARRANTIES OR
REPRESENTATIONS OF ANY KIND,EXPRESS, STATUTORY,OR IMPLIED AS TO: (i) THE AVAILABILITY OF
TELECOMMUNICATION SERVICES; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE
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Exhibit D
TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR
FAILURE TO TRANSMIT ANY DATA,COMMUNICATIONS,OR SETTINGS CONNECTED WITH THE SERVICES.
18. Cooperative Purchasing. As permitted by law,it is understood and agreed by Customer and NEOGOV that any(i)federal,
state, local,tribal,or other municipal government(including all administrative agencies,departments, and offices thereof);
(ii) any business enterprise in which a federal, state, local, tribal or other municipal entity has a full, majority, or other
controlling interest; and/or (iii) any public school (including without limitation K-12 schools, colleges, universities, and
vocational schools)(collectively referred to as the"New Entity")may purchase the Services specified herein in accordance
with the terms and conditions of this Agreement. It is also understood and agreed that each New 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 Entity and NEOGOV.With respect to any purchases by a New Entity pursuant to this
Section,Customer:(i)shall not be construed as a dealer,re-marketer,representative,partner or agent of any type of NEOGOV,
or such New Entity; (ii) shall not be obligated, liable or responsible for any order made by New Entities or any employee
thereof under the agreement or for any payment required to be made with respect to such order;and(iii)shall not be obliged,
liable or responsible for any failure by any New Entity to comply with procedures or requirements of applicable law or to
obtain the due authorization and approval necessary to purchase under the agreement.Termination of this Agreement shall in
no way limit NEOGOV from soliciting,entering into,or continuing a contractual relationship with any New Entity.Any New
Entity who purchases Services under this Section hereby represents that is has the authority to use this Services Agreement
for the purchase and that the use of the Services Agreement for the purchase is not prohibited by law or procurement
regulations applicable to the New Entity.
19. Subcontractors.For purposes of this Agreement,including any subsequent documentation requested by Customer pursuant to
this Agreement, the term "subcontractors" shall exclude subcontractors (i)who perform routine software development and
maintenance services which are not specific to the Customer,and(ii)subcontractors who will not have any access to Customer
Data.
NEOGOV Integration Terms Addendum
NEOGOV offers integrations and platform APIs for integrations to third party systems("Integration Services"). Customer
may use only those Integration Services purchased or subscribed to as listed within the NEOGOV Order Form. The following
terms(the"Integration Terms Addendum")shall apply to the extent that Customer utilizes a system integration between the
Services and either: (a) an affiliated integrated service, including those found at
hiips://api.neogov.com/connect/marketplace.html and/or https:Hgpidocs.powerdms.com("Affiliated API") or to the extent
that Customer utilizes a system integration between the Services and an unaffiliated third-party service ("Customer
Application")integrated using NEOGOV's open API("Open API"). Integration Services are not available for HRIS Services
and this Addendum shall not apply to HRIS Services.
1. Provision of Integrations. Subject to and conditioned on compliance with all terms and conditions set forth in this
Agreement,NEOGOV hereby grants Customer a limited,revocable,non-exclusive,non-transferable,non-sublicensable
license during the applicable Tenn to use and/or access the Affiliated API as described in this Agreement,or the Open
API for communication between Customer's human resource related third application(s) that will interoperate with
NEOGOV Services(collectively these uses shall be referred to as the"API"or"Integration").Customer acknowledges
there are no implied licenses granted under this Agreement.NEOGOV reserves all rights that are not expressly granted.
Customer may not use the API for any other purpose without our prior written consent.Customer may not share the API
with any third party,must keep the API and all log-in information secure,and must use the API key as Customer sole
means of accessing the API.
2. Integration Intellectual Property.All right,title,and interest in the API and any and all information,data,documents,
materials,inventions,technologies,know-how,descriptions,requirements,plans,reports,works,intellectual property,
software, hardware, systems, methods, processes, and inventions, customizations, enhancements, improvements and
other modifications based on or derived from the API are and will remain,as appropriate,with NEOGOV.All right,title,
and interest in and to the third-party materials,includingall intellectual property rights therein,are and will remain with
their respective third-party rights holders subject to the terms and conditions of the applicable third-party license
agreements.Customer has no right or license with respect to any third-party materials except as expressly licensed under
such third-party license agreements.
3. Integration Terms of Use.Except as expressly authorized under this Agreement,you may not remove any proprietary
notices from the API;use the API in any manner or for any purpose that infringes,misappropriates,or otherwise violates
any intellectual property rightor other right of any person,or that violates any applicable law;combine or integrate the
API with any software, technology, services, or materials not authorized by NEOGOV; design or permit Customer
Application(s) to disable, override, or otherwise interfere with any NEOGOV-implemented communications to end
users, consent screens, user settings, alerts, warning, or the like; use the API in any of Customer Application(s) to
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Exhibit D
replicate or attempt to replace the user experience of the Services;or attempt to cloak or conceal Customer identity or
the identity of Customer Application(s)when requesting authorization to use the API.
4. Customer Integration Responsibilities. Customer,Customer developed web or other software services or applications,
and Customer third-party vendors that integrate with the API(collectively the"Customer Applications"),shall comply
with all terns and conditions of this Agreement,all applicable laws,rules,and regulations,and all guidelines,standards,
and requirements that may be posted on https://api.neogov.com/connect/index.html and/or
https://gpidocs.powerdms.com from time to time.In addition,Customer will not use the API in connection with or to
promote any products,services,or materials that constitute,promote,or are used primarily for the purpose of dealing in
spyware,adware,or other malicious programs or code,counterfeit goods,items subject to U.S.embargo,unsolicited mass
distribution of email("spam"),multi-level marketing proposals,hate materials,hacking, surveillance, interception,or
descrambling equipment,libelous,defamatory,obscene,pornographic,abusive,or otherwise offensive content,stolen
products,and items used for theft,hazardous materials,or any illegal activities.
5. Cooperation.If applicable,Customer shall timely provide such cooperation,assistance,and information as NEOGOV
reasonably requests to enable the API.NEOGOV is not responsible or liable for any late delivery or delay or failure of
performance caused in wholeor in part by Customer's delay in performing,or failure to perform,any of its obligations
under this Agreement.NEOGOV will provide Customer maintenance and support services for API issues arising from
the information technology designed,developed,and under then current control of NEOGOV.NEOGOV shall have no
obligation to provide maintenance or support for issues arising from the inaction or action of Customer or third parties
of which are outside NEOGOV control.
6. Provision of Open API.In the event license fees or other payments are not due in exchange for the right to use and access
the Open API,you acknowledge and agree that this arrangement is made in consideration of the mutual covenants set forth
in this Agreement,including,without limitation,the disclaimers,exclusions,and limitations of liability set forth herein.
Notwithstanding the foregoing,NEOGOV reserves the right to charge for access with effect from the start of each
Renewal Term by giving Customer at least ninety(90)day notice prior to commencement of a Renewal Term.
7. API Key.In order to use and access the Open API,you must obtain an Open API key through the registration process.
Customer agreesto monitor Customer Applications for any activity that violates applicable laws,rules and regulation,or
any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior.
This Agreement does not entitle Customer to any support for the Open API. You acknowledge that NEOGOV may
update or modify the Open API from time to time and at our sole discretion and may require you to obtain and use the
most recent version(s). You are required to make any such changes to Customer Applications that are required for
integration as a result of such Update at Customer sole cost and expense.Updates may adversely affect how Customer
Applications communicate with the Services.
8. Efficient Processing.You must use efficient programming,which will not cause an overwhelming number of requests to
be made in too short a period of time,as-determined solely by NEOGOV.If this occurs,NEOGOV reserves the right to
throttle your API connections,or suspend or terminate your access to the Open API. NEOGOV shall use reasonable
efforts to provide Customer notice and reasonable time to cure prior to taking such actions.
9. Oven API Limitations. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT
WILL NEOGOVBE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY UNDER ANY TORT,CONTRACT,
NEGLIGENCE,STRICTLIABILITY,OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT,LOST
PROFITS,LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF
BUSINESS, OR OTHER, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND
ARISING OUT OF THE USE OR INABILITY TO USE THE OPEN API; OR ANY DAMAGES, IN THE
AGGREGATE, IN EXCESS OF FIFTY DOLLARS, EVEN IF NEOGOV HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE
FORESEEABLE OR NEOGOV WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.ANY CLAIM YOU
MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE
YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.
10. Oven API Termination. Notwithstanding the additional Termination rights herein, NEOGOV may immediately
terminate or suspend Customer access to Open APIs in our sole discretion at any time and for any reason,with or without
notice or cause. In addition, your Open API subscription will terminate immediately and automatically without any
notice if you violate any of the terms and conditions of this Agreement.
11. If any language in the Agreement conflicts with the NEOGOV Services Agreement(this Exhibit D), then the
language in the Agreement will take precedence.
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Exhibit E
Data Security
A. Standard of Care.
(1)The Contractor acknowledges that, in the course of its engagement by the County
under this Agreement, the Contractor, or any Authorized Persons, may Use Personal Information
only as permitted in this Agreement.
(2)The Contractor acknowledges that Personal Information is deemed to be confidential
information of, or owned by, the County(or persons from whom the County receives or has
received Personal Information) and is not confidential information of, or owned or by, the
Contractor, or any Authorized Persons. The Contractor further acknowledges that all right, title, and
interest in or to the Personal Information remains in the County (or persons from whom the County
receives or has received Personal Information) regardless of the Contractor's, or any Authorized
Person's, Use of that Personal Information.
(3)The Contractor agrees and covenants in favor of the County that the Contractor shall: (i)
keep and maintain all Personal Information in strict confidence, using such degree of care under
this Subsection A as is reasonable and appropriate to avoid a Security Breach; (ii) Use Personal
Information exclusively for the purposes for which the Personal Information is made accessible to
the Contractor pursuant to the terms of this Exhibit E; (iii) not Use, Disclose, sell, rent, license, or
otherwise make available Personal Information for the Contractor's own purposes or for the benefit
of anyone other than the County, without the County's express prior written consent, which the
County may give or withhold in its sole and absolute discretion (except in anonymized and
aggregated form as specified in this Agreement); and (iv) not, directly or indirectly, Disclose
Personal Information to any person (an "Unauthorized Third Party") other than Authorized Persons
pursuant to this Agreement, without the Director's express prior written consent.
Notwithstanding the foregoing paragraph, in any case in which the Contractor believes it, or
any Authorized Person, is required to disclose Personal Information to government regulatory
authorities, or pursuant to a legal proceeding, or otherwise as may be required by applicable law,
the Contractor shall as reasonably practicable and to the extent legally permissible: (a) promptly
notify the County of the specific demand for, and legal authority for the disclosure, including
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Exhibit E
providing the County with a copy of any notice, discovery demand, subpoena, or order, as
applicable, received by the Contractor, or any Authorized Person, from any government regulatory
authorities, or in relation to any legal proceeding, and (b) promptly notify the County before such
Personal Information is offered by the Contractor for such disclosure so that the County may have
sufficient time to obtain a court order or take any other action the County may deem reasonably
necessary to protect the Personal Information from such disclosure, and the Contractor shall to the
extent reasonably practicable and legally permissible reasonably cooperate with the County at
County's expense to minimize the scope of such disclosure of such Personal Information.
B. Information Security.
(1)The Contractor covenants, represents and warrants to the County that the Contractor's
Use of Personal Information under this Agreement does and shall at all times comply with all
federal, state, and local, privacy and data protection laws, as well as all other applicable regulations
and directives, including but not limited to (as applicable) California Civil Code, Division 3, Part 4,
Title 1.81 (beginning with section 1798.80).
(2)The Contractor covenants, represents and warrants to the County that, as of the
Effective Date, the Contractor has not received notice of any violation of any privacy or data
protection laws, as well as any other applicable regulations or directives, and is not the subject of
any pending legal action or investigation by, any government regulatory authority regarding same.
(3)Without limiting the Contractor's obligations under subsection B.(1) of this Exhibit E, the
Contractor's (or Authorized Person's) Security Safeguards shall be no less rigorous than accepted
industry practices and, at a minimum, include the following: (i) limiting Use of Personal Information
strictly to the Contractor's and Authorized Persons' technical and administrative personnel who are
necessary for the Contractor's, or Authorized Persons', Use of the Personal Information pursuant
to this Agreement; (ii)to the extent that they contain or provide access to Personal Information, (a)
implementing protocols designed to secure the Contractor's business facilities, data centers, paper
files, servers, back-up systems and computing equipment, operating systems, and software
applications, including, but not limited to, all mobile devices and other equipment, operating
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systems, and software applications with information storage capability; (b) employing adequate
controls and data security measures with respect to the Contractor Facilities and Equipment), both
internally and externally, designed to protect the Personal Information from potential loss or
misappropriation, or unauthorized Use; (c) having and maintaining network, device application,
database and platform security; (d) maintaining authentication and access controls within media,
computing equipment, operating systems, and software applications; and (e) installing and
maintaining in all mobile, wireless, or handheld devices a secure internet connection, having
continuously updated anti-virus software protection and a remote wipe feature always enabled; (iv)
encrypting all Personal Information at advance encryption standards of Advanced Encryption
Standards (AES) of 128 bit or higher(a)stored on any mobile devices, including but not limited to
hard disks, portable storage devices, or remote installation, or(b)transmitted over public or
wireless networks (the encrypted Personal Information must be subject to password or pass
phrase, and be stored on a secure server and transferred by means of a Virtual Private Network
(VPN) connection, or another type of secure connection; (v) omitted; (vi) having a patch
management process including installation of all operating system/software vendor security
patches; (vii) maintaining appropriate personnel security and integrity procedures and practices,
including, but not limited to, conducting background checks of Authorized Employees consistent
with applicable law; and (viii) providing appropriate privacy and information security training to
Authorized Employees.
(4) During the term of each Authorized Employee's employment by the Contractor, the
Contractor shall cause such Authorized Employees to abide strictly by the Contractor's obligations
under this Exhibit E. The Contractor further agrees that it shall maintain a disciplinary process to
address any unauthorized Use of Personal Information by any Authorized Employees.
(5)The Contractor shall, in a secure manner, backup daily, or more frequently if it is the
Contractor's practice to do so more frequently, Personal Information received from the County, and
the Contractor shall have immediate, real time access, at all times, to such backups.
(6) In the event of a Security Breach, the Contractor shall provide the County with the name
and contact information for each Authorized Employee (including such Authorized Employee's
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work shift, and at least one alternate Authorized Employee for each Authorized Employee during
such work shift)who shall serve as the County's primary security contact with the Contractor and
shall be available to assist the County twenty-four(24) hours per day, seven (7) days per week as
a contact in resolving the Contractor's and any Authorized Persons' obligations associated with a
Security Breach or a Privacy Practices Complaint.
C. Security Breach Procedures.
(1) Promptly, and without undue delay, upon the Contractor's confirmation of a Security
Breach, the Contractor shall (a) notify the Director of the Security Breach, such notice to be given
first by telephone at the following telephone number, followed promptly by email at the following
email address: (559) 600-5900/ ;ervicedesk(a)fresnocountyca.go (which telephone number and
email address the County may update by providing notice to the Contractor), and (b) preserve all
relevant evidence (and cause any affected Authorized Person to preserve all relevant evidence)
relating to the Security Breach. The notification shall include, to the extent reasonably possible, the
identification of each type and the extent of Personal Information that has been, or is reasonably
believed to have been, breached, including but not limited to, compromised, or subjected to
unauthorized Use, Disclosure, or modification, or any loss or destruction, corruption, or damage.
(2) Immediately following the Contractor's notification to the County of a Security Breach,
as provided pursuant to subsection C.(1) of this Exhibit E, the Parties shall coordinate with each
other to investigate the Security Breach. The Contractor agrees to reasonably cooperate with the
County, including, without limitation: (i) assisting the County in conducting any investigation; (ii)
providing the County with physical access to the facilities and operations affected; (iii)facilitating
interviews with Authorized Persons and any of the Contractor's other employees knowledgeable of
the matter; and (iv) making available all relevant records, logs, files, data reporting and other
materials required to comply with applicable law, regulation, industry standards, or as otherwise
reasonably required by the County. To that end, the Contractor provide a written report of the
investigation and reporting required to the Director within thirty (30) days after the Contractor's
discovery of the Security Breach.
(3)The County shall promptly notify the Contractor of the Director's knowledge, or
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reasonable belief, of any Privacy Practices Complaint involving the Contractor, and upon the
Contractor's receipt of notification thereof, the Contractor shall promptly investigate such Privacy
Practices Complaint, including taking any required corrective action under this Exhibit E, all at the
Contractor's sole expense, in accordance with applicable privacy rights, laws, regulations and
standards. Within 72 hours of the Contractor's receipt of notification of such Privacy Practices
Complaint, the Contractor shall notify the County whether the matter is a Security Breach, or
otherwise has been corrected and the manner of correction, or determined not to require corrective
action and the reason therefor.
(4)The Contractor shall take prompt corrective action to respond to and remedy any
Security Breach and take reasonable mitigating actions, including but not limiting to, implementing
measures designed to prevent any reoccurrence of the Security Breach and correcting any
deficiency in Security Safeguards as a result of such incident(as applicable), all at the Contractor's
sole expense, in accordance with applicable privacy rights, laws, regulations and standards.
D. Oversight of Security Compliance.
(1)The Contractor shall have and maintain a written information security policy that
specifies Security Safeguards appropriate to the size and complexity of the Contractor's operations
and the nature and scope of its activities.
(2) Upon the County's written request, to confirm the Contractor's compliance with this
Exhibit E, as well as any applicable laws, regulations and industry standards, the Contractor grants
the County or, upon the County's election, a third party on the County's behalf, permission to
perform an assessment, audit, examination or review of all controls in the Contractor's physical and
technical environment in relation to all Personal Information that is Used by the Contractor pursuant
to this Agreement. The Contractor shall reasonably cooperate with such assessment, audit or
examination, as applicable, by providing the County or the third party on the County's behalf,
access to all Authorized Employees and other knowledgeable personnel, physical premises,
documentation, infrastructure and application software that is Used by the Contractor for Personal
Information pursuant to this Agreement. In addition, the Contractor shall provide the County with
the results of any audit by or on behalf of the Contractor that assesses the effectiveness of the
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Contractor's information security program as relevant to the security and confidentiality of Personal
Information Used by the Contractor or Authorized Persons during the course of this Agreement
under this Exhibit E. Any information reviewed during the course of the audit or assessment by
County, including but not limited to the results of the audit, shall be deemed Confidential
Information of the Contractor. Such audit or assessment shall be performed only upon
reasonable notice to Contractor and no more than once per calendar year.
(3)The Contractor shall ensure that all Authorized Persons who Use Personal Information
agree to substantially the same restrictions and conditions in this Exhibit E. that apply to the
Contractor with respect to such Personal Information.
E. Return or Destruction of Personal Information.
Following 90 days after the termination of this Agreement, the Contractor shall, and shall
instruct all Authorized Persons to, promptly return to the County all Personal Information, whether
in written, electronic or other form or media, in its possession or the possession of such Authorized
Persons, in a machine readable form used by the County at the time of such return, or upon the
express prior written consent of the Director, securely destroy all such Personal Information, and
upon written request certify in writing to the County that such Personal Information have been
returned to the County or disposed of securely, as applicable. If the Contractor is authorized to
dispose of any such Personal Information, as provided in this Exhibit E, such certification shall
state the date, time, and manner(including standard) of disposal and by whom, specifying the title
of the individual. The Contractor shall comply with all reasonable directions provided by the
Director with respect to the return or disposal of Personal Information and copies thereof. If return
or disposal of such Personal Information or copies of Personal Information is not feasible, the
Contractor shall notify the County accordingly, specifying the reason, and continue to extend the
protections of this Exhibit E to all such Personal Information and copies of Personal Information.
The Contractor shall not retain any copy of any Personal Information after returning or disposing of
Personal Information as required by this section E. The Contractor's obligations under this section
E survive the termination of this Agreement and apply to all Personal Information that the
Contractor retains if return or disposal is not feasible and to all Personal Information that the
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Contractor may later discover. Notwithstanding anything in this Exhibit E to the contrary,
Contractor shall not be required to delete any data which it is required to retain in accordance
with applicable law or pursuant to its electronic archival policies.
F. Equitable Relief.
The Contractor acknowledges that any breach of its covenants or obligations set forth in
this Exhibit E may cause the County irreparable harm for which monetary damages would not be
adequate compensation and agrees that, in the event of such breach or threatened breach, the
County is entitled to seek equitable relief, including a restraining order, injunctive relief, specific
performance and any other relief that may be available from any court, in addition to any other
remedy to which the County may be entitled at law or in equity. Such remedies shall not be
deemed to be exclusive but shall be in addition to all other remedies available to the County at law
or in equity or under this Agreement.
G. Indemnification.
Reference is made to Section 14(b) of the NEOGOV Services Agreement
H. Survival.
The respective rights and obligations of the Contractor and the County as stated in this
Exhibit E shall survive the termination of this Agreement.
I. No Third Party Beneficiary.
Nothing express or implied in the provisions of in this Exhibit E is intended to confer, nor
shall anything herein confer, upon any person other than the County or the Contractor and their
respective successors or assignees, any rights, remedies, obligations or liabilities whatsoever.
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