R12-051 I
1 RESOLUTION NO. R12 -051
2
i
4 A RESOLUTION OF THE CITY COMMISSION OF
5 THE CITY OF BOYNTON BEACH, FLORIDA,
q APPROVING A SERVICE AGREEMENT BETWEEN
THE CITY OF BOYNTON BEACH AND
4 GOVERNMENTJOBS.COM, INC., D/B /A NEOGOV
9; FOR APPLICANT TRACKING SOFTWARE;
101 AUTHORIZING THE INTERIM CITY MANAGER TO
11 EXECUTE THE AGREEMENT; AND PROVIDING AN
12 EFFECTIVE DATE.
13
14;
15' WHEREAS, the City Commission of the City of Boynton Beach, Florida , upon the
16 recommendation of staff, deems it to be in the best interests of the City residents to enter
17' into a Service Agreement with GovernmentJobs.com, Inc., d /b /a NeoGov for Applicant
i
18; Tracking Software.
19
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
211' THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
2i 1 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
I
2 being true and correct and are hereby made a specific part of this Resolution upon adoption
231 hereof.
24 Section 2. The City Commission of the City of Boynton Beach, Florida hereby
251 approves the Service Agreement between the City of Boynton Beach and
26 ■ GovernmentJobs.com, Inc., d /b /a NeoGov for Applicant Tracking Software.
27 ' Section 3. The Interim City Manager is authorized to execute the Service
281 Agreement, a copy of which Agreement is attached hereto as Exhibit "A."
�I
291 Section 4. This Resolution shall become effective immediately upon passage.
3011 PASSED AND ADOPTED this 19 day of June, 2012.
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1 CITY OF BOYNTON BEACH, FLORIDA
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4 Mayo — • odro,� �. �.� '
ice Mayor — Mack ray
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Com o r — William ti • (e
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13 Commissi• er eve olz
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116 ATTEST: " o missioner — Marlene Ross
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Ja -t M. Prainito, MMC
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Service Agreement
THIS ON -LINE SERVICES AGREEMENT (this "Agreement ") is made and entered into this 12— day of
Jut , 2012, by and between GovernmentJobs.com, Inc., a California corporation (d/b /a
"NEOGOV "), and the City of Boynton Beach, FL a public entity acting by and through its duly appointed
representative ( "Customer ").
1. Provision of On -line Services.
(a) Customer hereby engages NEOGOV, and NEOGOV hereby agrees (subject to the terms and conditions set
forth herein), to provide the services (the "Services ") more fully described in this Agreement and in Exhibit A
(Order Form). Customer hereby acknowledges and agrees that NEOGOV's provision and performance of the
Services is dependent and conditioned upon Customer's full performance of its duties, obligations and
responsibilities hereunder.
2. Additional NEOGOV Responsibilities. In connection with the performance of this Agreement, NEOGOV
shall be responsible for the following:
(a) NEOGOV shall provide all required hosting and operations support for the applications provided through this
agreement.
(b) NEOGOV shall follow those support, maintenance and other procedures and shall provide those support,
maintenance and other services to Customer more fully described in this Agreement.
3. Customer Responsibilities. In connection with the performance of this Agreement and the provision of the
Services, Customer shall be responsible for the following:
(a) NEOGOV's logos, including the "powered by" logo, may appear on the "employment opportunities ", "job
description" and other pages of Customer's web site.
(b) Customer shall be responsible for ensuring that Customer's use of the Services and the performance of
Customer's other obligations hereunder comply with all laws applicable to Customer.
(c) Customer shall be responsible, as between NEOGOV and Customer, for the accuracy and completeness of all
records and databases provided by Customer in connection with this Agreement for use on NEOGOV's system.
4. Ownership, Protection and Security.
(a) The parties agree that the NEOGOV marks and the Customer marks shall both be displayed on and through
NEOGOV's system(s).
(b) Ownership of any graphics, text, data or other information or content materials and all records and databases
supplied or furnished by Customer hereunder for incorporation into or delivery through the application(s) described
in this agreement shall remain with Customer, and NEOGOV shall cease use of all such material upon termination
of this Agreement.
(c) Customer acknowledges and agrees that nothing in this Agreement or any other agreement grants Customer any
licenses or other rights with respect to NEOGOV's software system (source code or object code) other than the right
to receive Services as expressly provided herein. NEOGOV shall retain all ownership in the intellectual property
and all other proprietary rights and interests associated with NEOGOV's software system and Services and all
components thereof and associated documentation, except as expressly provided herein
(d) NEOGOV grants to Customer a limited license during the term of this Agreement to use and reproduce
NEOGOV Proprietary and Confidential Page 1 of 8
NEOGOV's trademarks and logos for purposes of including such trademarks and logos in advertising and publicity
materials and links solely as permitted hereunder. All uses of such trademarks and logos shall conform to
Customer's standard guidelines and requirements for use of such trademarks and logos.
5. NEOGOV Representations and Warranties.
(a) Service Performance Warranty NEOGOV warrants that it will perform the Services in a manner consistent
with industry standards reasonably applicable to the performance thereof.
(b) No Other Warranty EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 5,
THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND CUSTOMER'S USE OF THE SERVICES IS
AT ITS OWN RISK. NEOGOV DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER
EXPRESS AND /OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, 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.
(c) Disclaimer of Actions Caused by and/or Under the Control of Third Parties. NEOGOV DOES NOT AND
CANNOT CONTROL THE FLOW OF DATA TO OR FROM THE 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.
6. Publicity. Following execution of this Agreement, the parties hereto may issue a press release, the form and
substance of which shall be mutually agreeable to the parties, announcing the relationship created by this
Agreement Except as expressly contemplated herein, neither party shall issue any additional press release which
mentions the other party or the transactions contemplated by this Agreement without the prior consent of the other
party, which consent shall not be unreasonably withheld
7. Nondisclosure. Through exercise of each party's rights under this Agreement, each party may be exposed to
the other party's technical, financial, business, marketing, planning, and other information and data, in written, oral,
electronic, magnetic, photographic and/or other forms, including but not limited to (i) oral and written
communications of one party with the officers and staff of the other party which are marked or identified as
confidential or secret or similarly marked or identified and (ii) other communications which a reasonable person
would recognize from the surrounding facts and circumstances to be confidential or secret ( "Confidential
Information ") and trade secrets In recognition of the other party's need to protect its legitimate business interests,
each party hereby covenants and agrees that it shall regard and treat each item of information or data constituting a
trade secret or Confidential Information of the other party as strictly confidential and wholly owned by such other
party and that it will not, without the express prior written consent of the other party or except as required by law
including the Public Records Act of the State of FLORIDA, redistribute, market, publish, disclose or divulge to any
other person, firm or entity, or use or modify for use, directly or indirectly in any way for any person or entity: (i)
any of the other party's Confidential Information during the term of this Agreement and for a period of three (3)
years after the termination of this Agreement or, if later, from the last date Services (including any warranty work)
are performed by the disclosing party hereunder; and (it) any of the other party's trade secrets at any time during
which such information shall constitute a trade secret under applicable law.
NEOGOV Proprietary and Confidential Page 2 of 8
8. Liability Limitations.
(a) If promptly notified in writing of any action brought against Customer based on a claim that NEOGOV's
Services infringe a United States patent, copyright or trademark right of a third party (except to the extent such
claim or infringement relates to any third party software incorporated into NEOGOV's applications), NEOGOV will
defend such action at its expense and will pay any and all fees, costs or damages that may be finally awarded in such
action or any settlement resulting from such action (provided that Customer shall permit NEOGOV to control the
defense of such action and shall not make any compromise, admission of liability or settlement or take any other
action impairing the defense of such claim without NEOGOV's prior written approval).
(b) Customer acknowledges and agrees (i) that NEOGOV has no proprietary, financial, or other interest in the
goods or services that may be described in or offered through Customer's web site; and (ii) that except with respect
to any material supplied by NEOGOV, Customer is solely responsible (as between NEOGOV and Customer) for the
content, quality, performance, and all other aspects of the goods or services and the information or other content
contained in or provided through Customer's web site.
(c) OTHER THAN THOSE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT,
NEOGOV DOES NOT MAKE ANY WARRANTIES TO CUSTOMER OR ANY OTHER PERSON OR
ENTITY, EITHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH
RESPECT TO THE SERVICES PROVIDED HEREUNDER. NEOGOV SHALL NOT BE LIABLE TO
CUSTOMER OR TO ANY OTHER PERSON OR ENTITY, UNDER ANY CIRCUMSTANCE OR DUE TO
ANY EVENT WHATSOEVER, FOR CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING,
WITHOUT LIMITATION, LOSS OF PROFIT, LOSS OF USE OR BUSINESS STOPPAGE.
(d) Under no circumstances shall NEOGOV's total liability to Customer or any other person, regardless of the
nature of the claim or form of action (whether arising in contract, tort, strict liability or otherwise), exceed the
aggregate amount of fees and revenue received by NEOGOV hereunder for the prior twelve (12) month period;
provided, however that the foregoing limitations set forth in this Section 8(d) shall not apply to actions brought
under 8(a) above or to any injury to persons or damages to property arising out of NEOGOV's gross negligence or
willful, gross misconduct.
9. Term and Termination.
(a) This Agreement shall commence as of the date hereof and remain in effect for twelve (12) months unless
terminated by either party as set forth herein ( "Initial Term ").
(b) This Agreement may be renewed for additional terms ( "Renewal Term ") equal in duration to the Initial Term
provided Customer notifies NEOGOV at least thirty (30) days prior to the end of the Initial Term or a Renewal
Term
(c) NEOGOV reserves the right to terminate this Agreement immediately if the Services provided hereunder
become illegal or contrary to any applicable law, rule, regulation or public policy. Each party shall have the right to
terminate this Agreement upon sixty (60) days prior written notice to the other party.
(d) Within sixty (60) days of notification of termination of this Agreement, NEOGOV shall provide Customer with
a dedicated data files suitable for importation into commercially available database software (e.g., MS- Access or
MS -SQL) The dedicated data files will be comprised of Customer's data contained in NEOGOV's system. The
structure of the relational database will be specific to the Customer's data and will not be representative of the
proprietary NEOGOV database
10. Payments.
(a) Initial Term. See Exhibit A (Order Form).
NEOGOV Proprietary and Confidential Page 3 of 8
(b) Renewal Term(s). For each Renewal Term, NEOGOV will continue to provide Customer with the Services, and
will provide maintenance and support services as described herein, provided Customer issues a purchase order or
modification to this Agreement and pays NEOGOV in advance the annual recurring charges then in effect. If there
is an increase in annual maintenance and support charges, NEOGOV shall give Customer written notice of such
increase at least thirty (30) days prior to the expiration of the applicable term.
11. Force Maieure. NEOGOV shall not be liable for any damages, costs, expenses or other consequences incurred
by Customer or by any other person or entity as a result of delay in or inability to deliver any Services due to
circumstances or events beyond NEOGOV's reasonable control, including, without limitation: (i) acts of God; (ii)
changes in or in the interpretation of any law, rule, regulation or ordinance; (iii) strikes, lockouts or other labor
problems; (iv) transportation delays; (v) unavailability of supplies or materials; (vi) fire or explosion; (vii) riot,
military action or usurped power; or (viii) actions or failures to act on the part of a governmental authority.
12. Piggyback Clause. It is understood and agreed by Customer and NEOGOV that any governmental entity may
purchase the services specified herein in accordance with the prices, terms, and conditions of this agreement. It is
also understood and agreed that each local entity will establish its own contract with NEOGOV, be invoiced
therefrom and make its own payments to NEOGOV in accordance with the terms of the contract established
between the new governmental entity and NEOGOV. It is also hereby mutually understood and agreed that
Customer is not a legally bound party to any contractual agreement made between NEOGOV and any entity other
than Customer.
13. Miscellaneous. Either party may not assign its rights or obligations under this Agreement without the prior
written consent of the other party. This Agreement may not be modified or amended (and no rights hereunder may
be waived) except through a written instrument signed by the party to be bound. This Agreement constitutes the
entire agreement between the parties with respect to the subject matter hereof and shall be governed by and
construed in accordance with the laws of the State of FLORIDA, without giving effect to conflict of law rules.
Customer acknowledges and agrees that this Agreement is not intended to be and shall not be construed to be a
franchise or business opportunity.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly
authorized officers as of the date set forth above.
Customer
Signature: , . Vex
int Name: Lop. V t LA rie e.
Title. =31re A M C E R /
GovernmentJobs.com, Inc., a California core tion APPROVE , S M N* J./ ignature: ..o��
�� _ CITY ATTORNEY
Print Name: Scott Letourneau
Title: President
Date 672-677,9/
NEOGOV Proprietary and Confidential Page 4 of 8
Order Form
NEOGOV'
EXHIBIT A — ORDER FORM
Customer: Bill To:
Attention To: Juile Oldbury
Address: 100 E. Boynton Beach Blvd.
Boynton Beach, FL 33425
AGENCY NAME: City of Boynton Beach, FL Phone: (561) 742 -6277
Email: oldburyj @bbfl.us
Quote Date: 6/18/2012 Revision:
Valid From: 6/18/2012
Valid To: 6/30/2012 Order Number:
Res uested Service Date: TBD Initial Term: 12 Months
Order Summary
1.0 Insi . ht Enter 'rise Edition
Subscription License $10,800.00
1.1 $8,500.00
12 Provisioning $2,500.00
Training $2,500.00
1.3 WAIVED
S10,800.00 85.0
Sub Total: $8 500.00 $2 500.00
'More detailed descriptions of the services are contained in the order detail for each service, which are incorporated
herein and made a part hereof by this reference.
2 Promotional pricing is applied to this agreement if it is signed, executed, and returned before June 30 2012
NEOGOV Proprietary and Confidential Page 5 of 8
Order Form N EOGOV .M
Order Detail
1.0 Insight Enterprise Edition
1.1 License Subscription
The Customer's subscription to the Insight Hiring Management Software includes the
following functionality
Recruitment
• Customized online job application
• Accept job applications online
• Online applications integration with current agency website
• Online job announcements and descriptions
• Automatic online job interest cards
• Proactively search your applicant database
• Real -time database of all applicant information
• Recruitment and examination planning
Selection
• Create, store, and reuse supplemental questions in the Insight item bank
• Screen applicants automatically as they apply
• Define unique scoring plans per recruitment, or copy existing scoring plans
• Test Item bank (optional in TMS)
• Conduct item analysis
• Test processing (automatically input Scantron test data sheets)*
• Test analysis and pass -point setting
• Score, rank, and refer applicants
Applicant Tracking
• Email and hardcopy notifications
• EEO Data collection and reports
• Track applicants by step /hurdle
• Schedule written, oral, and other exams
• Detailed applicant history record
• Skills tracking and matching
Reporting and Analysis
• Collect and report on EEO data
• Analyze and report on adverse impact and applicant flow
• Track and analyze data such as time -to -hire, recruitment costs, staff workload,
applicant quality, etc
• Over 80 standard system reports
• Ad Hoc reporting tool
HR Automation
• Create and route job requisitions
• Refer and certify applicants electronically
• Scan paper application materials
* Cost of the scanner is not included unless listed on Exhibit A — ORDER FORM
* Requires a Scantron or similar Optical Mark Reader (OMR) scanner, special forms,
form set -up, and scanner software, which are not included unless listed on Exhibit A
— ORDER FORM
NEOGOV Proprietary and Confidential Page 6 of 8
Order Form NEOGOV M
Additionally, during the term of the subscription, the Customer will be provided
Unlimited Customer Support (6:00 AM — 6:00 PM PT)
Customer Support shall be provided to the Customer both on -line and by telephone
Monday — Friday, 6:00 AM — 6.00 PM PT (excluding NEOGOV holidays)
Product Upgrades to Licensed Software
Customer shall receive all product upgrades to purchased package Product upgrades
are automatic and available upon the next login following a product upgrade rollout
Product upgrade rollouts are generally released every three months.
1.2 Provisioning
The following activities are conducted as part of the Insight Enterprise implementation
• Conduct a project kick off meeting to review the project timeline, deliverables, and
establish project expectations
• NEOGOV will establish an Agency- specific training environment that will be used
during training and post - training to allow the Agency to learn the system and begin
defining new roles, responsibilities, and activities within the HR staff
• NEOGOV will conduct eight hours of on line instructor led training. NEOGOV will
provide all required user exercises and user guides to the Agency.
• Once the core user community is comfortable with the system (typically within 10
hours of hands -on use) they will train the remaining HR staff to complete their tasks
using Insight
• Between the training and go -live, NEOGOV will complete the following activities.
o Creating an agency - specific training environment which is used by your agency
during training and afterwards to train in prior to moving into production
o Configure printable job bulletin
o Integrate your new production job opportunities, promotional opportunities, and
class specifications web pages into your existing agency website
o Establish the Agency's Insight Enterprise production environment
1.3 Training
NEOGOV will deliver training to Agency recruiters. We will provide all required user
exercises and user guides to the Agency.
Following the training, your agency will have full access to the training environment.
Additionally, your agency has full access to our Customer Support Help Desk during the
training to help new users fully utilize Insight Our existing customers find that this unique
implementation approach enables their users to become familiar with Insight in a safe
environment, promoting system use and leading to a more successful rollout.
NEOGOV Proprietary and Confidential Page 7 of 8
Order Form NEOGOV'
Order Form Terms and Conditions:
(1) The Customer hereby orders and GovernmentJobs com, Inc. (d /b /a NEOGOV hereafter
"NEOGOV ") agrees to provide the services described in this Order Form. THE SERVICES
ARE PROVIDED PERSUANT TO THE TERMS AND CONDITIONS OF THIS ORDER
FORM AND THE SERVICE AGREEMENT BETWEEN NEOGOV AND THE CUSTOMER.
(2) The Customer agrees that the payment schedule is as follows:
Provide all required software and Licenses
• One hundred percent (100 %) of the annual license price is payable within thirty (30)
days of execution of this Order Form and Service Agreement. ($8,500.00)
Software Provisioning for first half of Insight Enterprise
• One hundred percent (100 %) of the non - recurring costs are to be paid to NEOGOV
within thirty (30) days of the execution of this Order Form and Service Agreement.
($2,500.00)
Completion of Training
• One hundred percent (100 %) of the training price is payable within thirty (30) days of
completion of training. (WAIVED)
(3) Neither the Customer nor NEOGOV will be bound by this Order Form until it has been
signed by authorized representatives of both parties.
(4) Changes or alterations to this Order Form will not be accepted.
THERE ARE SIGNIFICANT ADDITIONAL TERMS AND CONDITIONS, WARRANTY
DISCLAIMERS AND LIABILITY LIMITATIONS CONTAINED IN THE SERVICE AGREEMENT
BETWEEN THE CUSTOMER AND NEOGOV
DO NOT SIGN THIS ORDER FORM BEFORE YOU HAVE READ THE SERVICE
AGREEMENT IN ITS ENTIRETY YOUR SIGNATURE BELOW INDICATES THAT YOU HAVE
READ THE SERVICE AGREEMENT AND AGREE TO BE BOUND BY ITS PROVISIONS
Customer ' NEOGOV
Signature. �,wG'�" L�- �� -_-`. Signature:
Print Name' Lori LaVerriere Print Name' cott Letourneau
Title: Interim City Manager Title: President
Date' Date
NEOGOV Proprietary and Confidential Page 8 of 8
The City of
Boynton Beach
Procurement Services
r„, 100 E. Boynton Beach Boulevard
P.O. Box 310
Boynton Beach, Florida 33425 -0310
r; Telephone No: (561) 742 -6310
FAX: (561) 742 -6316
July 17, 2012
GovernmentJobs.com, Inc.
d /b /a NEOGOV
222 N. Sepulveda Blvd., Suite 200
El Segundo, CA 90245
ATTN: Mr Scott Letourneau, President
RE: AGREEMENT BETWEEN NEOGOV AND THE CITY OF BOYNTON BEACH
Dear Ms Letourneau
Enclosed is the fully executed Service Agreement for Applicant Tracking Software between the City of
Boynton Beach and GovernmentJobs com, Inc d /b /a NEOGOV for your files. If you have any questions,
please do not hesitate to contact me at 742 -6310.
Sincerely,
, ;./j)":" (J" 4
Tim W. Howard
Deputy Director of Financial Services
encl: Original Signed Agreement, Resolution No. R12 -051
c: Julie Oldbury, Director of Human Resources w /encl.
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