HomeMy WebLinkAboutStaff Report 14123
City of Palo Alto (ID # 14123)
City Council Staff Report
Meeting Date: 10/24/2022 Report Type: Consent Calendar
City of Palo Alto Page 1
Title: Approval of Contract Amendment No. Two with GovernmentJobs.com,
Inc. dba Neogov for Recruiting and Onboarding Services, to Extend the Term
through June 30, 2025, Add Services, and Increase Compensation by an
Amount Not-To-Exceed $249,883 for a New Contract Total Not-To-Exceed
Amount of $411,323
From: City Manager
Lead Department: IT Department
Recommendation
Staff recommends that Council approve and authorize the City Manager or their
designee to execute the attached contract Amendment No. Two (Attachment A) to
Contract No. S17167826 with Governmentjobs.com, Inc. D/B/A NeoGov, for the
provision of hiring, onboarding and performance review services, in order to add three-
years and two months to the term (to end June 30, 2025), add services, and to
increase the compensation by the amount of $249,883 for a new total not-to-exceed
contract amount of $411,323.
Background
The City’s Human Resources Department is responsible for recruiting, onboarding and
retaining a talented and diverse workforce to serve our community. On average, the
City recruits and onboards more than 150 new employees annually. To help facilitate
this process, the City uses a cloud-based applicant management and employee
onboarding portal from Governmentjobs.com, Inc. D/B/A NeoGov (NeoGov). NeoGov is
an industry leader in providing cloud-based software that centralizes the process of
attracting, screening, and onboarding a new employee. NeoGov is utilized by more than
6,000 public sector organizations across the United States.
In 2011, the City entered into a contract with NeoGov to provide its cloud-based
Applicant Management System called “NeoGov Insight.” Insight allowed the City to
automate its hiring process by providing a robust platform to post job announcements,
accept online job applications and track applicants through each step of the recruitment
process.
In 2016, the City added the Onboarding module called NeoGov Onboard. Onboard
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seamlessly integrated with NeoGov Insight to enhance and simplify the applicant
experience. Once hired, applicants complete all new hire paperwork through a
centralized online dashboard. Onboard is also used to provide newly hired employees
with an overview of all City benefits, including the ability to complete their benefit
enrollment paperwork online. Onboard has significantly eliminated manual paperwork
process for both applicants and City staff. Two additional modules were added in 2020,
Candidate Text Messaging and Background Checks, via contract Amendment No. One
(Attachment B).
Discussion
NeoGov has provided many efficiencies to the City’s recruitment and onboarding
process. The Insight portal has made the recruitment process more efficient by
providing a centralized method to post job announcements and intake, automated
application review for hiring managers, automated interview scheduling and completing
job offers. The Onboard portal provided a solution to move manual, time consuming,
paper-based process to an online platform for an efficient and streamlined experience
for all involved. Insight’s built-in analytics and reporting on recruitment status based on
individual positions provides the capability for the Human Resources team to make
data-driven decisions about current and future recruitments. With this amendment, the
City will also have the capability for SSO (Single Sign On) for users, which will provide
further security and a streamlined login process for staff. This additional feature is in
alignment with the City’s ongoing cybersecurity priorities and enhancements as outlined
in the recent Baker Tilly Risk Assessment.
After recruiting and onboarding an employee, the next step in the NeoGov employee
lifecycle is performance management and employee development. NeoGov’s “Perform”
module provides an online platform for managers and employees to complete
performance evaluations. NeoGov’s Perform module will replace the current manual,
paper-based process the City utilizes. Perform will allow employees and managers to set
short- and long-term performance and development goals that can be tracked using an
online automated process. This will assist managers and employees to have frequent
check-ins and provide continuous feedback. Staff expects to roll out Perform in 2023.
With this roll out, staff will have access to reports and dashboards which increase our
ability to analyze individual employees, teams, or departmental data to identify skill
gaps across the organization and optimize employee development.
Upcoming Procurement Process
The City's current need to stabilize recruitment and retain talented employees is a
priority. Staff acknowledge and agree that a formal solicitation is needed. At this
moment, staff also recognize the potential time intensive process to both select and
transition to a new vendor and that will distract from current priorities of focusing on
and prioritizing robust recruitment. In addition, changes in platform will require
thousands of potential applicants who have registered with the current system to re-
apply and create a new candidate profile, this additional friction point may impact
City of Palo Alto Page 3
interest and applicant pool.
To address these priorities and the need for a procurement process, during the next
three years of this contract, staff has a three-step process that they will engage in:
1. Step 1: During the first year of the contract, staff will continue to stabilize and
enhance the City's recruitment and retention efforts.
2. Step 2: During the second year of the contract, staff will engage and conduct a
formal public procurement (RFP) process.
3. Step 3: During the third year of the contract, staff will complete the
implementation process (or continue with existing services depending on the
results of the procurement process).
An exemption to competitive solicitation was approved by the City Manager pursuant to
PAMC 2.30.360(b)(2) in acknowledgement of the critical time the organization faces and
with the clear understanding of next steps outlined above.
Resource Impact
Funds for Fiscal Year 2023 costs have been budgeted in the Information Technology
Fund. Ongoing maintenance costs are subject to annual appropriation of costs through
the annual budgeting cycle.
Breakdown of Costs for Amendment No. Two:
4/9/2022 -
6/30/2022
7/1/2022 -
6/30/2023
7/1/2023 -
6/30/2024
7/1/2024 -
6/30/2025
Total
$8,971.14 $75,988.83 $80,450.00 $84,472.50 $249,882.47
Stakeholder Engagement
Stakeholder engagement is not required for execution of this contract amendment for
current services. During the implementation of new modules and processes, the Human
Resources department will partner with departments to ensure seamless transition from
current processes
Policy Implications
This recommendation does not present any changes to existing City policies.
Environmental Review
Approval of this agreement does not constitute a project under the California
Environmental Quality Act (CEQA); therefore, an environmental assessment is not
required.
Attachments:
• Attachment A: S17167826_Amend_No2_NeoGov_final_vendor_signed
• Attachment B: Amendment 1 S17167826 GovernmentJobs
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AMENDMENT NO. 2 TO CONTRACT NO. S17167826
BETWEEN THE CITY OF PALO ALTO AND
GOVERNMENTJOBS.COM dba., NEOGOV
This Amendment No. 2 (this “Amendment”) to contract no. S17167826 (the “Contract” as
defined in Section 1(a) below) by and between the CITY OF PALO ALTO, a California chartered
municipal corporation (“CITY”), and GOVERNMENTJOBS.COM, INC. dba NEOGOV, a California
Corporation, located at 222 N. Sepulveda Blvd., Suite 2000, El Segundo, CA 90245
(“CONTRACTOR”), is entered into on the date of full execution by the parties hereto (the “Signing
Date”), to be effective as of April 9, 2022 (the “Effective Date”). CITY and CONTRACTOR are
referred to collectively as the “Parties” in this Amendment.
R E C I T A L S
A. WHEREAS, CITY and CONTRACTOR entered into that certain General Services
Agreement contract no. S17167826, dated as of April 9, 2017, for the provision of software for
recruitment, as detailed therein, as amended by Amendment No. 1, dated June 1, 2020, which
extended the term, added to the scope of services, and increased the not-to-exceed amount by
$161,439.70, as detailed in Amendment No. 1; and
B. WHEREAS, the term of that certain General Services Agreement, as amended by
Amendment No. 1, expired as of April 8, 2022, and the CITY and CONTRACTOR each desire for
CONTRACTOR to continue to provide software for recruitment and related services (the Services
as detailed more fully in Exhibit A entitled “Scope of Services”); and
C. WHEREAS, the Parties now wish to amend the Contract in order to correct a
typographical/clerical error in the CONTRACTOR’s name as stated in the Contract, extend the
term, add to the scope of services, increase the not-to-exceed amount of the Contract by
$249,882.47, for a new total maximum compensation of $411,322.17, and add SaaS services
terms, as detailed herein;
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of
this Amendment, the Parties agree:
SECTION 1. Definitions. The following definitions shall apply to this Amendment:
a. Contract. The term “Contract” shall mean that certain General Services
Agreement, contract no. S17167826, between CONTRACTOR and CITY,
dated April 9, 2017, as amended by:
Amendment No. 1, dated June 1, 2020.
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b. Other Terms. Capitalized terms used and not defined in this Amendment
shall have the meanings assigned to such terms in the Contract.
SECTION 2. The Parties understand and agree that the CONTRACTOR’s legal name is
“GOVERNMENTJOBS.COM, INC.” and that its doing business as (“dba”) name is “NEOGOV”, that the
“INC.” was mistakenly left out of the CONTRACTOR’s legal name as stated in the Contract due to a
typographical/clerical error, and the Parties hereby amend the Contract as follows: Wherever in
the Contract the CONTRACTOR is referred to as “GOVERNMENTJOBS.COM” or as
“GOVERNMENTJOBS.COM dba., NEOGOV”, for each such instance, that reference to the
CONTRACTOR is hereby deleted and replaced to read “GOVERNMENTJOBS.COM, INC. dba
NEOGOV”.
SECTION 3. Section 2, “EXHIBITS”, of the Contract is hereby deleted and replaced in the
entirety with Section 2, “EXHIBITS; ORDER OF PRECEDENCE,” to read as follows:
“2. EXHIBITS; ORDER OF PRECEDENCE. The following exhibits are hereby attached and
incorporated into this Agreement by reference as though fully set forth herein. In the event of any
conflict between the provisions of this General Services Agreement document including its Exhibits
A through F as compared to the provisions of Exhibit G (including Exhibit G’s own Exhibits A through
D), the provisions of this General Services Agreement including its Exhibits A through F shall take
precedence, followed by the provisions of Exhibit G (including Exhibit G’s own Exhibits A through
D). This Section 2 (Exhibits; Order of Precedence) shall take precedence in the event of a conflict
with any other covenant, term, condition, or provision of this Agreement.
“A” – Scope of Services
“B” – Schedule of Performance
“C” – Compensation
“D” – Insurance Requirements
“E” - Cybersecurity Terms and Conditions
“F” – Information Privacy Policy
“G” – Services Agreement (including Exhibit G’s own Exhibit A, Government Customer
Addendum; Exhibit B, PowerEngage Platform Addendum; Exhibit C, HRIS Addendum; and Exhibit D,
Integration Terms Addendum)
CONTRACT IS NOT COMPLETE UNLESS ALL INDICATED EXHIBITS ARE ATTACHED.”
SECTION 4. Section 3, “TERM”, of the Contract is hereby amended to read as follows:
“The term of this Agreement is from 04/09/2017 to 06/30/2025 inclusive, subject to the
provisions of Sections R and W of the General Terms and Conditions.”
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SECTION 5. Section 5, “COMPENSATION FOR ORIGINAL TERM”, of the Contract is hereby
amended to read as follows:
“CITY shall pay and CONTRACTOR agrees to accept as not-to-exceed compensation for the
full performance of the Services and reimbursable expenses, if any:
A sum calculated in accordance with the fee schedule set forth at Exhibit C
(Compensation), not to exceed a total maximum compensation amount of Four Hundred
Eleven Thousand Three Hundred Twenty Two Dollars and Seventeen Cents ($411,322.17).
CONTRACTOR agrees that it can perform the Services for an amount not to exceed the
total maximum compensation set forth above. Any hours worked or services performed
by CONTRACTOR for which payment would result in a total exceeding the maximum
amount of compensation set forth above for performance of the Services shall be at no
cost to CITY.”
SECTION 6. Section O “HOLD HARMLESS” of the General Terms and Conditions of the Contract is
hereby deleted in its entirety and replaced with the following:
“O. HOLD HARMLESS. To the fullest extent permitted by law and without limitation by the
provisions of section N relating to insurance, CONTRACTOR shall indemnify, defend and hold
harmless CITY, its Council members, officers, employees and agents from and against any and all
third-party demands, claims, injuries, losses, or liabilities of any nature, including death or injury
to any person, property damage or any other loss and including without limitation all damages,
penalties, fines and judgments associated investigative and administrative expenses and defense
costs, including, but not limited to reasonable attorney’s fees, courts costs and costs of alternative
dispute resolution, to the extent arising out of, or resulting in any way from or in connection with
CONTRACTOR’S: (a) negligence, (b) willful misconduct, or (c) recklessness. CONTRACTOR’s
obligations under this Section apply regardless of whether or not a liability is caused or
contributed to by any negligent (passive or active) act or omission of CITY, except that
CONTRACTOR shall not be obligated to indemnify for liability arising from the sole negligence or
willful misconduct of CITY. The acceptance of the Services by CITY shall not operate as a waiver of
the right of indemnification. The provisions of this Section survive the completion of the Services
or termination of this Agreement.”
SECTION 7. The following exhibits to the Contract are hereby amended or added, as indicated
below, to read as set forth in the attachments to this Amendment, which are incorporated in full into
this Amendment and into the Contract in accordance with herein-amended Section 2 (Exhibits;
Order of Precedence) of the Contract:
a. Exhibit “A” entitled “SCOPE OF SERVICES”, AMENDED, REPLACES PREVIOUS.
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b. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE”, AMENDED, REPLACES
PREVIOUS.
c. Exhibit “C” entitled “COMPENSATION”, AMENDED, REPLACES PREVIOUS.
d. Exhibit “D” entitled “INSURANCE REQUIREMENTS”, AMENDED, REPLACES PREVIOUS.
e. Exhibit “E” entitled “SAAS SECURITY AND PRIVACY TERMS AND CONDITIONS” of the
Contract, is hereby amended and replaced with the attached Exhibit “E” entitled
“CYBERSECURITY TERMS AND CONDITIONS”, AMENDED, REPLACES PREVIOUS.
f. Exhibit “F” entitled “INFORMATION PRIVACY POLICY”, ADDED.
g. Exhibit “G” entitled “SERVICES AGREEMENT” (including Exhibit G’s own Exhibit A,
Government Customer Addendum; Exhibit B, PowerEngage Platform Addendum;
Exhibit C, HRIS Addendum; and Exhibit D, Integration Terms Addendum), ADDED.
SECTION 8. Legal Effect. Except as modified by this Amendment, all other provisions of the
Contract, including any exhibits thereto, shall remain in full force and effect.
SECTION 9. Incorporation of Recitals. The recitals set forth above are terms of this
Amendment and are fully incorporated herein by this reference.
(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
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SIGNATURES OF THE PARTIES
IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed
this Amendment as of the Signing Date, to be effective as of the Effective Date.
CITY OF PALO ALTO
City Manager APPROVED
AS TO FORM:
City Attorney or designee
GOVERNMENTJOBS.COM, INC. dba
NEOGOV
By:
Name:
Title:
By:
Name:
Title:
Attachments:
EXHIBIT “A”: SCOPE OF SERVICES (AMENDED, REPLACES PREVIOUS)
EXHIBIT “B”: SCHEDULE OF PERFORMANCE (AMENDED, REPLACES PREVIOUS)
EXHIBIT “C”: COMPENSATION (AMENDED, REPLACES PREVIOUS)
EXHIBIT “D”: INSURANCE REQUIREMENTS (AMENDED, REPLACES PREVIOUS)
EXHIBIT “E”: CYBERSECURITY TERMS AND CONDITIONS (AMENDED, REPLACES PREVIOUS)
EXHIBIT “F”: INFORMATION PRIVACY POLICY (ADDED)
EXHIBIT “G”: SERVICES AGREEMENT (including Exhibit G’s own Exhibit A, Government Customer
Addendum; Exhibit B, PowerEngage Platform Addendum; Exhibit C, HRIS Addendum; and Exhibit
D, Integration Terms Addendum) (ADDED)
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Mike Burns
Accounting Director
Ana Alfaro
Revenue Accounting Manager
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EXHIBIT A
SCOPE OF SERVICES
CONTRACTOR shall provide to CITY the following Software as Service (SAAS) subscriptions (also
referred to herein as the “Services”) with the functionality and services described, during the
time periods specified below in this Exhibit A (Scope of Services). Maintenance and support of
the SAAS are included as part of the Services, as detailed in Exhibit G (Services Agreement) of
this Agreement.
Services to Be Provided During the Period Covering 04/09/2017 – 04/08/2020
1. Insight Enterprise (IN)
License Subscription to NEOGOV IN
The CITY’s subscription to the Insight platform includes the following functionality:
Recruitment
● Online job application
● Online job announcements and descriptions
● Automatic online job interest cards
● Recruitment and examination planning
Selection
● Configurable supplemental questions
● Define unique scoring plans
● Test analysis and pass-point setting
● Score, rank, and refer applicants
Applicant Tracking
● Email and hardcopy notifications
● EEO Data collection and reports
● Track applicants by step/hurdle
● Schedule written, oral, and other exams
● Candidate Self-Service Portal for scheduling and application status
Reporting and Analysis
● 90 standard system reports
● Ad Hoc reporting tool
HR Automation
● Create and route job requisitions for approval
● Certification/eligible lists
2. NEOGOV Onboarding (ON)
License Subscription to NEOGOV ON
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● Electronic Employee File
● W4
● I9
● Configurable Workflow
● Task Manager
● Employee data upload
● Attachments
● Build your own Onboarding forms*
*NEOGOV ON includes I9 and W4 standard forms that are updated by CONTRACTOR.
Additional forms or form maintenance is available by NEOGOV Professional Services at
the following cost:
• Background forms $295 per form
• Dynamic Forms $195 per form
• Updates to existing forms $200 an hour
3. GovernmentJobs.com Job Posting Subscription
(GJC) License Subscription
● Enables organizations to advertise their job postings created
in Insight on the GovernmentJobs.com website.
● May add an unlimited number of postings
4. NEOGOV Integrations
CONTRACTOR provides Standard Integrations as well as platform application program
interfaces (APIs) for third party system integration(s).
Standard Integrations include:
• Conduct project scope, review integration plan, discuss timeline, and set
schedule for required meetings
• Annual Maintenance by CONTRACTOR
Note: CONTRACTOR APIs are to be configured directly by CITY staff using CONTRACTOR
documentation.
5. Customer Support and Product Upgrades
The following are included with the subscription services:
• Unlimited Customer Support M-F, 6:00AM – 6:00 PM PT
• Product upgrades to licensed software
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Services to Be Provided During the Period Covering 4/9/2020 – 4/8/2022 (except as
performance dates are otherwise specified in Exhibit B, Schedule of Performance)
CONTRACTOR shall provide the Services detailed below during the period covering 4/9/2020 –
4/8/2022, except as performance dates are otherwise specified in Exhibit B (Schedule of
Performance).
CONTRACTOR shall provide to CITY the following Software as Service (SAAS) subscriptions
with the functionality and services described:
1. Insight Enterprise (IN)
License Subscription to NEOGOV IN
The CITY’s subscription to the Insight platform includes the following functionality:
Recruitment
● Online job application
● Online job announcements and descriptions
● Automatic online job interest cards
● Recruitment and examination planning Selection
● Configurable supplemental questions
● Define unique scoring plans
● Test analysis and pass-point setting
● Score, rank, and refer applicants
Applicant Tracking
● Email and hardcopy notifications
● EEO Data collection and reports
● Track applicants by step/hurdle
● Schedule written, oral, and other exams
● Candidate Self-Service Portal for scheduling and application status Reporting
and Analysis
● 90 standard system reports
● Ad Hoc reporting tool HR Automation
● Create and route job requisitions for approval
● Certification/eligible lists
2. NEOGOV Onboarding (ON)
License Subscription to NEOGOV ON
● Electronic Employee File
● W4 ● I9
● Configurable Workflow
● Task Manager
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● Employee data upload
● Attachments
● Build your own Onboarding forms*
*NEOGOV ON includes I9 and W4 standard forms that are updated by CONTRACTOR.
Additional forms or form maintenance is available by NEOGOV Professional Services
at the following cost:
• Background forms $295 per form
• Dynamic Forms $195 per form
• Updates to existing forms $200 an hour 3. GovernmentJobs.com Job Posting Subscription
(GJC) License Subscription
• Enables organizations to advertise their job postings
created in Insight on the GovernmentJobs.com website. • May add an unlimited number of postings
4. NEOGOV Integrations
CONTRACTOR provides Standard Integrations as well as platform APIs for 3rd party
system integration(s).
Standard Integrations include:
• Conduct project scope, review integration plan, discuss timeline, and set
schedule for required meetings
• Annual Maintenance by CONTRACTOR
Note: CONTRACTOR APIs are to be configured directly by CITY staff using
CONTRACTOR documentation.
5. Customer Support and Product Upgrades
The following are included with the subscription services:
• Unlimited Customer Support M-F, 6:00AM – 6:00 PM PT
• Product upgrades to licensed software
6. Background Check
Allows agencies to initiate background checks directly from Insight or OHC. Choose
from a wide and ever-growing selection of background check vendors to find one
that suits the needs of your agency. Control who has access to view or initiate
background checks via security role customization in OHC and track the status of the
background check from the referred list.
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7. Candidate Text Messaging
Select Your Candidates:
If subscribed, candidate will have a mobile icon next to their name. Select the
subscribed candidates and click “Text Message Notify”.
Select a Template:
Send personalized, relevant texts to applicants. Create custom message templates
with easy- to-use merge fields for hiring managers to choose from.
Generate Text Messages:
Texts can be sent at any step in the evaluation process, in bulk or individually.
Ensure Delivery:
Once you have sent your message, view the status to see if candidates have received
the text.
Services to Be Provided During the Period Covering 4/9/2022 – 6/30/2025
CONTRACTOR shall provide the Services detailed below during the period covering 4/9/2022 –
6/30/2025.
CONTRACTOR shall provide to CITY the following Software as Service (SAAS) subscriptions
with the functionality and services described:
1. Insight Enterprise (IN)
License Subscription to NEOGOV IN
The CITY’s subscription to the Insight platform includes the following functionality:
Recruitment
● Online job application
● Online job announcements and descriptions
● Automatic online job interest cards
● Recruitment and examination planning Selection
● Configurable supplemental questions
● Define unique scoring plans
● Test analysis and pass-point setting
● Score, rank, and refer applicants
Applicant Tracking
● Email and hardcopy notifications
● EEO Data collection and reports
● Track applicants by step/hurdle
● Schedule written, oral, and other exams
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● Candidate Self-Service Portal for scheduling and application status Reporting
and Analysis
● 90 standard system reports
● Ad Hoc reporting tool HR Automation
● Create and route job requisitions for approval
● Certification/eligible lists
2. NEOGOV Onboarding (ON)
License Subscription to NEOGOV ON
● Electronic Employee File
● W4
● I9
● Configurable Workflow
● Task Manager
● Employee data upload
● Attachments
● Build your own Onboarding forms*
*NEOGOV ON includes I9 and W4 standard forms that are updated by CONTRACTOR.
Additional forms or form maintenance is available by NEOGOV Professional Services
at the following cost:
• Background forms $295 per form
• Dynamic Forms $195 per form
• Updates to existing forms $200 an hour 3. GovernmentJobs.com Job Posting Subscription
(GJC) License Subscription
• Enables organizations to advertise their job postings
created in Insight on the GovernmentJobs.com website. • May add an unlimited number of postings
4. NEOGOV Integrations
CONTRACTOR provides Standard Integrations as well as platform APIs for 3rd party
system integration(s).
Standard Integrations include:
• Conduct project scope, review integration plan, discuss timeline, and set
schedule for required meetings
• Annual Maintenance by CONTRACTOR
Note: CONTRACTOR APIs are to be configured directly by CITY staff using
CONTRACTOR documentation.
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5. Customer Support and Product Upgrades
The following are included with the subscription services:
• Unlimited Customer Support M-F, 6:00AM – 6:00 PM PT
• Product upgrades to licensed software
6. Background Check
Allows agencies to initiate background checks directly from Insight or OHC. Choose
from a wide and ever-growing selection of background check vendors to find one
that suits the needs of your agency. Control who has access to view or initiate
background checks via security role customization in OHC and track the status of the
background check from the referred list.
7. Candidate Text Messaging
Select Your Candidates:
If subscribed, candidate will have a mobile icon next to their name. Select the
subscribed candidates and click “Text Message Notify”.
Select a Template:
Send personalized, relevant texts to applicants. Create custom message templates
with easy- to-use merge fields for hiring managers to choose from.
Generate Text Messages:
Texts can be sent at any step in the evaluation process, in bulk or individually.
Ensure Delivery:
Once you have sent your message, view the status to see if candidates have received
the text.
8. Perform Module
CONTRACTOR’s employee evaluation software, Perform, is a full-featured performance
management software that automates annual and probationary employee evaluations.
Perform provides the following features:
• Use Perform to provide continuous feedback to employees based on desired
competencies established by our organization.
• Create employee or role-specific criteria for measuring performance, identify areas
for growth, and schedule regular check-ins to see how employees are progressing.
• Avoid recency bias by regularly adding confidential journal entries to help you
compose annual performance reviews.
• Pinpoint shortcomings and growth opportunities for professional development
• Department heads have a bird’s eye view of everyone’s performance appraisal
within their department, which allows them to review goals, check progress etc.
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• Ability to see employee ratings based on specific skill and competency within the
entire organization
• Run customized reports to review performance data within the organizations.
Review and compare performance of employees within several departments.
Perform is designed to address the major areas of human resource activities centered
around employee performance management. As described below, Perform includes
built-in workflow for business processes, configurable tasks, performance evaluations
and reports. A subscription to Perform will include the following:
• Configurable Performance Evaluations
• Ability to build Library of Goals, Competencies, and Writing Assistants
• Shareable Competency Content
• Development Plans
• Configurable Process Workflows
• Scored and Non-scored Rating Scales Log of Performance Observations throughout
the year
• Configurable Email Notifications
• Automatic Evaluation Creation
• Ability to perform actions in bulk for Employees & Evaluations
• Peer Reviews & Multi-rater capability
9. Employee Integration Subscription
Employee integration subscription will provide ongoing import of data from a pipe
delimited text file to CONTRACTOR’s NEOGOV applications. Employee integration files
will add or update employee information on NEOGOV.
NEOGOV will provide access to a folder on the NEOGOV SFTP server. File imports are
supported 24 hours a day, and 7 days a week. NEOGOV will check for new files every
hour at 30 minutes past the hour and, if a file exists in the CITY’s inbound folder,
NEOGOV will import the file and generate a delivery notification email.
10. Professional Services
10.A Provide Perform Implementation and Training:
During the Perform implementation and Training phase, CONTRACTOR will provide
step by step assistance in setting up Perform for use for the first time by employees
and managers, including:
• Provide an implementation consultant to provide guidance during the
implementation phase
• Implementation consultant will provide an implementation workbook to review
the current evaluation process
• Implementation consultant will provide step by step guidance through each
phase of the implementation process. Phases include:
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o Project Kickoff
o Learning and configuring Perform
o System validation, employee workbook and production review
o Deployment of Perform module
• Provide access to training modules that will help with implementation process
• Provide access to test user accounts for process validation
• Provide workbook to help transfer employee information to NEOGOV. Once
employee information is sent to NEOGOV, help with uploading employee
information to NEOGOV in a timely manner.
• Setup production review call to confirm and validate understating of Perform
system.
• Provide access to end user training modules for employees and managers
10.B Provide Employee Integration Setup:
• Provide information on data requirements to create a report that can be used
to change and/or add employee information on NEOGOV.
• Provide instructions and information on how to upload file onto NEOGOV
servers.
• Setup email notification that will outlines number of rows added to the system,
number of rows updated and number of rows that contained errors. Rows that
contain errors should include information on what prevented that
11. Single sign-on
Provide the Single Sign On (SSO) option to allow CITY users to securely authenticate
and login to NEOGOV applications without having to re-enter their credentials.
Currently NEOGOV offers two SSO options: SAML and Azure AD. NEOGOV
implementation team will work with the CITY to implement SSO.
12. Position Control
Provide Position Control (Position Import) to provide CITY with an ongoing load of
Position data from a file to the NEOGOV application. This data will be used to populate
the Requisition and Hire forms with Position information once the Position Number is
entered onto the Requisition or Hire form.
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EXHIBIT B
SCHEDULE OF PERFORMANCE
CONTRACTOR shall provide the Services detailed in Exhibit A (Scope of Services) during the periods
specified as follows:
Services to Be Provided During the Period Covering:
Onboard Software License 04/09/2017 – 04/08/2020
API License 04/09/2017 – 04/08/2020
Insight Enterprise Software License 04/09/2017 – 04/08/2020
Governmentjobs.com Subscription 04/09/2017 – 04/08/2020
Services to Be Provided During the Period Covering:
Onboard Software License 04/09/2020 – 04/08/2022
API License 04/09/2020 – 04/08/2022
Insight Enterprise Software License 04/09/2020 – 04/08/2022
Governmentjobs.com Subscription 04/09/2020 – 04/08/2022
Background Check 12/13/2019 – 04/08/2022
Candidate Text Messaging 01/09/2020 – 04/08/2022
Services to Be Provided During the Period Covering:
Onboard Software License 04/09/2022 – 06/30/2025
API License 04/09/2022 – 06/30/2025
Insight Enterprise Software License 04/09/2022 – 06/30/2025
Governmentjobs.com Subscription 04/09/2022 – 06/30/2025
Background Check 04/09/2022 – 06/30/2025
Candidate Text Messaging 04/09/2022 – 06/30/2025
Perform Subscription 11/1/2022 – 06/30/2025
Employee Integration Subscription 11/1/2022 – 06/30/2025
Professional Services
–Perform Implementation and Training
–Employee Import Setup
–Single Sign On Setup
- Position Import Setup
11/1/2022 – 06/30/2025
Single Sign-on (SSO) 11/12022 – 06/30/2025
Position Import Subscription 11/12022 – 06/30/2025
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EXHIBIT C
COMPENSATION
CITY shall compensate CONTRACTOR for performance of the Services according to the following
fee schedules for the applicable time period, with the maximum amount of compensation not to
exceed the amount stated in Sections 5 of this Agreement. Any Services provided for which
payment would result in a total exceeding the maximum amount of compensation set forth herein
shall be at no cost to CITY. The parties understand and agree that the fees payable to the
CONTRACTOR under this Agreement are provided in the fee schedules below and that there are
no per-user fees under this Agreement.
Schedule of Fees for the Period Covering: 04/09/2017 – 04/08/2020
Schedule of Fees for the Period Covering: 4/9/2020 – 4/8/2022
ITEM 4/9/20 -
4/8/21
4/9/21 -
4/8/22
Insight $14,430.15 $15,151.66
Onboard $15,750.00 $16,537.50
Onboard API $500.00 $500.00
Governmentjobs.com $2,047.50 $2,149.88
Background Check $2,000.00 $2,000.00
Candidate Text
Messaging
$1,175.00
$1,233.75
Total
Total
$35,902.65
$37,572.79
$73,475.44
(Paid in full)
(CONTINUED ON THE NEXT PAGE.)
ITEM 3-Year Total License Cost
Insight Enterprise $38,755.26
Onboard Software License $42,300.00
API License $1,410.00
Governmentjobs.com
Subscription $5,499.00
Total $87,964.26 (Paid in full)
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Schedule of Fees for the Period Covering: 4/9/2022 – 6/30/2025
ITEM 4/9/2022 -
6/30/2022
7/1/2022 –
6/30/2023
11/1/22 -6/30/23 7/1/2023 –
6/30/2024
7/1/2024 –
6/30/2025
Insight $3,617.72 $15,909.24 $16,704.70 $17,539.94
Onboard $3,948.61 $17,364.38 $18,232.60 $19,144.23
Onboard API $119.38 $525.00 $551.25 $578.81
Governmentjobs.com $513.32 $2,257.37 $2,370.24 $2,488.75
Background Check $477.53 $2,100.00 $2,205.00 $2,315.25
Candidate Text
Messaging
$294.58 $1,295.44 $1,360.21 $1,428.22
Perform Subscription -- -- $10,135.16 $30,573.00 $32,101.65
Employee Import
Subscription
-- -- $1,044.25 $3,150.00 $3,307.50
Professional Services:
• Perform
Implementation &
Training
• Employee Import
Setup
• Position Import Setup
• Single Sign On
Setup
--
--
--
--
--
--
--
--
$8,000.00
$6,300.00
$6,300.00
$3,000.00
--
--
--
--
--
--
--
--
Single Sign-On (SSO) -- -- $713.74 $2153.00 $2,260.65
Position Import
Subscription
-- -- $1,044.25 $3,150.00 $3,307.50 GRAND TOTAL
TOTALS $8,971.14 $39,451.43 $36,537.40 $80,450.00 $84,472.50 $249,882.47
Total not-to-exceed amount of the Agreement:
For the Period Covering: 04/09/2017 – 04/08/2020: $ 87,964.26 (Paid in full)
For the Period Covering: 04/09/2020 – 04/08/2022: $ 73,475.44 (Paid in full)
For the Period Covering: 04/09/2022 – 06/30/2025: $ 249,882.47
Total not-to-exceed: $ 411,322.17
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EXHIBIT “D” INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS SPECIFIED HEREIN.
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY
YES
GENERAL LIABILITY, INCLUDING PERSONAL INJURY,
BROAD FORM PROPERTY DAMAGE CONTRACTUAL,
PRODUCTS/COMPLETED OPERATIONS AND FIRE LEGAL LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY
DAMAGE COMBINED.
$1,000,000
$1,000,000
$1,000,000
$2,000,000
$2,000,000
$2,000,000
YES TECHNOLOGY ERRORS AND OMISSIONS LIABILITY
COVERAGE. THE POLICY SHALL AT A MINIMUM
COVER PROFESSIONAL MISCONDUCT OR LACK OF
REQUISITE SKILL FOR THE PERFORMANCE OF
SERVICES DEFINED IN THE CONTRACT AND SHALL
ALSO PROVIDE COVERAGE FOR THE FOLLOWING
RISKS:
(i) NETWORK SECURITY LIABILITYARISING
FROM UNAUTHORIZED ACCESS TO, USE OF, OR
TAMPERING WITH COMPUTERS OR COMPUTER
SYSTEMS, INCLUDING HACKERS, EXTORTION, AND
(ii) LIABILITY ARISING FROM INTRODUCTION
OF ANY FORM OF MALICIOUS SOFTWARE
INCLUDING COMPUTER VIRUSES INTO, OR
OTHERWISE CAUSING DAMAGE TO THE CITY’S OR
THIRD PERSON’S COMPUTER, COMPUTER SYSTEM,
NETWORK, OR SIMILAR COMPUTER RELATED
PROPERTY AND THE DATA, SOFTWARE AND
PROGRAMS THEREON.
CONTRACTOR SHALL MAINTAIN IN FORCE DURING
THE FULL LIFE OF THE CONTRACT.
THE POLICY SHALL PROVIDE COVERAGE FOR
BREACH RESPONSE COSTS AS WELL AS
REGULATORY FINES AND PENALTIES AS WELL AS
CREDIT MONITORING EXPENSES WITH LIMITS
SUFFICIENT TO RESPOND TO THESE OBLIGATIONS.
ALL DAMAGES $2,000,000 $2,000,000
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YES CYBER AND PRIVACY INSURANCE. SUCH INSURANCE SHALL INCLUDE COVERAGE FOR LIABILITY ARISING FROM DAMAGE TO, ALTERATION OF, LOSS OF, THEFT, DISSEMINATION
OR DESTRUCTION OF ELECTRONIC DATA AND/OR USE OF CONFIDENTIAL INFORMATION,
“PROPERTY” OF THE CITY OF PALO ALTO THAT WILL BE IN THE CARE, CUSTODY, OR CONTROL OF CONTRACTOR, INFORMATION INCLUDING BUT
NOT LIMITED TO, BANK INFORMATION OR PERSONAL INFORMATION, SUCH AS NAME,
ADDRESS, SOCIAL SECURITY NUMBERS,
PROTECTED HEALTH INFORMATION OR OTHER
PERSONAL IDENTIFICATION INFORMATION,
STORED OR TRAMSITTED IN ELECTRONIC FORM.
ALL DAMAGES $2,000,000 $2,000,000
YES
AUTOMOBILE LIABILITY, INCLUDING ALL OWNED,
(if any) HIRED, NON-OWNED
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000
$1,000,000
YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED ON THE COMMERCIAL GENERAL LIABILITY POLCY WITH RESPECT TO LIABILITIES FALLING WITHIN NEOGOV’S INDEMNITY OBLIGATIONS PURSUANT TO THE TERMS OF THIS AGREEMENT: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT
THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, SUBCONTRACTORS AND EMPLOYEES ON
THE COMMERCIAL GENERAL LIABILITY POLCY WITH RESPECT TO LIABILITIES FALLING WITHIN NEOGOV’S INDEMNITY
OBLIGATIONS PURSUANT TO THE TERMS OF THIS AGREEMENT.
I. INSURANCE COVERAGE MUST INCLUDE:
II. CONTRACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT
THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, COMMERCIAL GENERAL LIABILITY INSURANCE, TECHNOLOGY ERRORS AND OMISSIONS AND CYBER AND PRIVACY LIABILITY INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS, BUT ONLY TO THE EXTENT OF LIABILITIES FALLING WITHIN CONTRACTOR’S INDEMNITY OBLIGATIONS PURSUANT TO THIS AGREEMENT. ANY INSURANCE OR SELF-INSURANCE MAINTAINED BY THE CITY OF PALO ALTO, ITS OFFICERS, OFFICIALS, EMPLOYEES, OR VOLUNTEERS SHALL BE EXCESS OF THE CONTRACTOR’S INSURANCE AND SHALL NOT CONTRIBUTE WITH IT. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE COMMERCIAL GENERAL LIABILITY POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS COMMERCIAL GENERAL LIABILITY POLICY. C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONTRACTOR SHALL ENDEAVOR TO PROVIDE CITY
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AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONTRACTOR SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
CONTRACTORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO.
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EXHIBIT “E” CYBERSECURITY TERMS AND CONDITIONS
(AMENDED, REPLACES PREVIOUS)
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EXHIBIT “F” INFORMATION PRIVACY POLICY
(ADDED)
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EXHIBIT G
SERVICES AGREEMENT
V032122
This Exhibit G entitled “Services Agreement” (this “Services Agreement”) is an incorporated attachment to that
certain General Services Agreement between GOVERNMENTJOBS.COM, INC. dba NEOGOV (“NEOGOV”) and the
CITY OF PALO ALTO (“CITY”), contract no. S17167826, as amended by Amendment No. 1 and Amendment No. 2
(the “Agreement”). As used in this Services Agreement, “Governmentjobs.com”, “NEOGOV”, “we”, and “our”
means Governmentjobs.com, Inc. (D/B/A/ NEOGOV), for and on behalf of itself and its subsidiaries PowerDMS,
Inc., Cuehit, Inc., Ragnasoft LLC (D/B/A/ PlanIT Schedule), and Design PD, LLC (D/B/A Agency360) (collectively,
“NEOGOV”) and, where applicable, its other affiliates; “Customer”, “you”, “your” means the CITY).
If you are placing an order on behalf of a legal entity, you represent that you have the authority to bind such entity
to the terms and conditions of the Agreement and these terms and, in such event, “you” and “your” as used in
these Services Agreement terms shall refer to such entity. “Services Agreement” shall be used to collectively refer
to this NEOGOV Services Agreement and its Exhibit A (Government Customer Addendum), Exhibit B (PowerEngage
Platform Addendum), Exhibit C (HRIS Addendum), and Exhibit D (Integration Terms Addendum), incorporated
herein.
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 Agreement (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 subject to
Customer’s performance of its material duties, obligations and responsibilities under the Agreement.
2. SaaS Subscription.
a) Subscription Grant. “SaaS Applications” means each proprietary NEOGOV web-based software-as-a-
service application that is set forth on the Scope of Services of the Agreement, 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 the Agreement, NEOGOV hereby grants to Customer a limited, non-exclusive,
non-transferable, and non-sublicensable right to (a) onboard, access and use, and to permit Authorized
Users to onboard, access and use, the SaaS Applications specified in the Agreement solely for Customer’s
internal, non-commercial purposes; (b) generate, print, and download Customer Data as may result from
any access to or use of the SaaS Applications; and (c) 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 (i) 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 the Agreement and (ii) for whom access to the Services has been purchased
thereunder. 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 commercial, competitive purposes
such as monitoring their availability, performance, or functionality, or for any other benchmarking or
other commercial, 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 the Agreement.
b) Subscription Term. SaaS Subscriptions shall commence on the date specified in Exhibit B (Schedule of
Performance) of the Agreement and remain in effect for the term specified therein, unless terminated
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earlier in accordance with the provisions of the Agreement. Thereafter, SaaS Subscriptions may be
renewed for successive twelve (12) month terms (each a “Renewal Term”) upon mutual written
agreement of the parties implemented via written amendment to this Agreement executed by the
authorized representatives of the parties and approved as required under Palo Alto Municipal Code.
Except as otherwise provided in the Agreement, the term for the Services is a continuous and non-divisible
commitment for the full duration regardless of any invoice schedule. Any change to the Services provided
under the Agreement may only be implemented by written amendment to the Agreement executed by
the authorized representatives of the parties and approved as required under Palo Alto Municipal Code.
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, 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) intentionally use the
Services in a manner which materially violates the terms of the Agreement.
4. Professional Services. “Professional Services” shall mean any consulting, training services purchased by
Customer detailed in the Scope of Services of the Agreement relating to, for example and without limitation,
assistance, training, deployment, usage, customizations, accessory data processing, and best practices of and
concerning the SaaS Applications. Professional Services not so detailed in the Agreement may be ordered by
Customer pursuant to a written amendment to the Agreement executed by the authorized representatives of
the parties and approved as required under Palo Alto Municipal Code, with such amendment including, for
example and without limitation, a SOW and Service Specifications describing the work to be performed, fees,
and any applicable milestones, dependencies, and other technical specifications or related information. Any
such amendment must be signed by authorized representatives of Customer and NEOGOV, and approved as
required by Palo Alto Municipal Code, before NEOGOV shall commence work. If Customer and NEOGOV do
not execute an amendment to the Agreement, the Services shall be provided as stated on the Scope of
Services of the Agreement.
5. Payment Terms.
a) Fees. Unless otherwise stated in the Agreement, Customer shall pay all Subscription, Onboarding and Set-
Up fees (“Subscription Fees”) and Professional Service fees (“Professional Service Fees”, collectively the
“Fees”) within thirty (30) days of Customer’s receipt of NEOGOV’s invoice. Fees shall be invoiced annually
in advance and in a single invoice for each Term. Invoices shall be delivered to the stated “bill to” party
on the Agreement. If any amount owing by Customer is more than 30 days overdue, NEOGOV may,
without limiting its other rights and remedies, suspend the Services until such amounts are paid in full.
Subscription Fees are based upon the Authorized User count unless otherwise stated in the Agreement
and Customer shall owe NEOGOV supplemental Subscription Fees to the extent Customer exceeds the
number of Authorized Users set forth in the Agreement, to be implemented if applicable pursuant to a
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written amendment to the Agreement executed by the authorized representatives of the parties and
approved as required under Palo Alto Municipal Code.
b) Taxes. Any applicable taxes will be determined based on the laws and regulations of the taxing
authority(ies) governing the Customer’s address as provided in the Agreement, which is in the State of
California. All fees under the Agreement are exclusive of any applicable taxes. It is the understanding of
the parties that online-hosted software, such as the SAAS Services provided under the Agreement, is not
“tangible personal property” and is therefore not taxable under Title 18 of the California Code of
Regulations, Section 1502(f)(1)(C)-(D). If this understanding should prove to be incorrect, 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
the Agreement (collectively, “Sales Taxes”), 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 of NEOGOV’s request therefor, or as soon as practicable if such certificate is dependent upon issuance by a federal or state government entity. If any
Sales Taxes are found at any time to be payable, and are assessed by the taxing authority against NEOGOV,
the amount may be billed by NEOGOV to Customer with supporting documentation, and shall be paid by
Customer pursuant to an amendment to the Agreement as provided for in the Agreement.
c) Customer Purchase Orders. Except as otherwise specified in the Agreement, Customer will not require
any purchase order to pay fees due or otherwise to perform its obligations with respect to any amount
due under the Agreement. Any reference to a purchase order in 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 under the Agreement, none of the terms and
conditions contained in such purchase order shall modify or supersede the terms and conditions of the
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 the Agreement.
6. Term and Termination.
a) Term. The term (“Term”) of this Services Agreement is the same as the term of the Agreement as specified
in Section 3 (Term) therein. “Subscription Term” means the term of any SaaS Application provided to
Customer as detailed in the Scope of Services of the Agreement if the term of Customer’s use of and
access to such SaaS Application is less than the full term of this Agreement.
b) Termination for Cause; Effect of Termination. In addition to the provisions of Section R (Termination) of
the Agreement, either Party may terminate the Agreement immediately if the other is in material breach
of the Agreement and such breach is not cured within thirty (30) days following non-breaching party’s
written specification of the breach. NEOGOV may suspend the Customer’s use of the Services immediately
in the event the Customer’s use of the Services poses a security risk to the SaaS Services or in the event
NEOGOV reasonably believes that Customer’s use of the SaaS Services has become illegal or contrary to
any applicable law, rule, regulation, or public policy, and NEOGOV will restore Customer’s use of the
Services promptly upon cure of the Customer use that posed the security risk to the SaaS Services. Any
failure by Customer to cure the Customer use that posed the security risk to the SaaS Services shall be
addressed as a material breach under the first sentence of this Section 6(b), and NEOGOV may terminate
this Agreement under that first sentence of this Section 6(b). Customer shall pay NEOGOV for Services
(including SaaS Services) provided up to the effective date of termination. In the event of a termination
for cause by Customer due to NEOGOV’s material, uncured breach, Customer shall have no payment
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obligation for Services (including SaaS Services) for any contract year not yet in effect as of the effective
date of termination. Upon expiration or any termination of the Agreement, Customer shall cease all use
and refrain from all further use of the Services and other NEOGOV Intellectual Property, except as
provided in Section CC (City Data Post-Termination) of the Agreement. Customer’s obligation to pay
amounts due and unpaid to NEOGOV under the Agreement shall survive the termination or expiration of
the Agreement. Unless otherwise specified, after expiration or termination of the Agreement NEOGOV
may remove Customer Data from NEOGOV Services and without Customer consent or notice, except as
provided in Section CC (City Data Post-Termination) of the Agreement.
7. Audit Rights. This section 7 (Audit Rights) applies only if Customer compensation to NEOGOV provides for
per-user fees in Exhibit C (Compensation) of the Agreement. Upon reasonable notice, NEOGOV or its agent
shall have the right during the term of the Agreement to audit Customer’s records relating to its number of
users specified under the Agreement. Customer shall provide commercially reasonable cooperation with this
audit.
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 Term. “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 Agreement. 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 it
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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 Agreement, this Services 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 Services
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 its Authorized Users in connection with NEOGOV’s provision of
Services to Customer, including but not limited to Personnel data collected, loaded into, used, maintained,
processed, stored or generated by or on behalf of the Customer in connection with the Agreement
including data resulting from use of the SaaS Applications and/or located in Customer data files
maintained by NEOGOV. Customer Data may include but is not limited to “Personal Information” about a
California resident as defined in California Civil Code Section 1798 et seq., as amended from time to time,
I-9 verifications, direct deposit forms, driver’s license information, social security numbers, and new
employee onboarding and benefit forms. 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 hereby grants to NEOGOV a limited, non-exclusive, non-
transferable, revocable license to host, use, process, display, create non-personal derivative works of, and
transmit Customer Data during the term of this Agreement for purposes of providing the Services to
Customer under this Agreement. This Agreement does not grant NEOGOV or its subcontractors, if any,
any intellectual property license or rights in or to the Customer Data except those expressly granted
herein. The provisions of this Section 10(a) (Customer Data) shall survive the termination or expiration of
this Services Agreement. If NEOGOV receives a bona fide notification that any Customer Data published
by Customer in any public-facing portion of the Services infringes upon the Intellectual Property Rights of
others, NEOGOV shall provide prompt written notice of such to Customer, and Customer will work with
NEOGOV to resolve the issue promptly and to the reasonable satisfaction of the parties hereto, in
accordance with the requirements of this Agreement and applicable law.
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b) Platform Data. “Platform Data” shall mean any anonymized, de-identified data reflecting the access 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. NEOGOV shall not use, nor
allow any other person or entity to use, any Platform Data to re-identify the Customer or any Authorized
User of Customer. Each of NEOGOV and Customer agrees that NEOGOV may use Platform Data to the
extent and in the manner permitted under this Agreement and applicable law. The provisions of this
Section 10(b) (Platform Data) shall survive the termination or expiration of this Services Agreement.
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 following NEOGOV Data Processing Addendum (“DPA”) is incorporated herein by reference:
https://www.neogov.com/hubfs/Legal%20Documents/Customer%20Data%20Processing%20Addendum
-signed.pdf.
d) Data Responsibilities.
i) NEOGOV will maintain administrative, physical, and technical safeguards for protection of the
security, confidentiality and integrity of the Customer Data in accordance with the provisions of this
Agreement. Those safeguards will include, but will not be limited to, measures for preventing access,
use, modification or disclosure of Customer Data by unauthorized third parties, as well as 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 (in accordance with Section 12 entitled “Nondisclosure” of this Services Agreement),
or (c) as Customer expressly permits in writing.
ii) Customer is solely responsible for its development, content, operation, maintenance, and use of
Customer Data. NEOGOV will have no responsibility or liability for the accuracy of the Customer Data
prior to receipt of such data into the Services. In its use of the Services, Customer shall be solely
responsible for and shall comply with all applicable laws and regulations relating to (i) the accuracy
and completeness of all information input, submitted, or uploaded by Customer or its Authorized
Users to the Services, (ii) the privacy of users of the Services; and (iii) the Customer’s collection, use,
modification, alteration, extraction, retention, copying, external storage, disclosure, transfer,
disposal, and other processing by Customer of any Customer Data. NEOGOV is not responsible for lost
data to the extent caused by the action or inaction of Customer or Authorized Users. Unless otherwise
contemplated by the Agreement, or 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. Nothing in this Section 10(d)(ii) diminishes
NEOGOV’s privacy, confidentiality or security obligations under the Agreement as the provider of the
Services.
e) Breach Notice. NEOGOV will comply with all applicable laws requiring notification in the event of
unauthorized access to or release of Customer Data or other event requiring notification. NEOGOV will
notify Customer of any of any actual unauthorized access to, or unauthorized use, loss or disclosure of,
Customer Data within its custody or control (a “Security Breach”), or reasonable belief that a Security
Breach has occurred, promptly following discovery of such but not later than seventy-two (72) hours after
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discovery, or when required by applicable law, whichever is earlier. If the Security Breach involved or is
reasonably believed to have involved “Personal Information” about a California resident as defined in
California Civil Code Section 1798 et seq, NEOGOV will notify Customer promptly following discovery of
such Security Breach but not later than seventy-two (72) hours after discovery, or when required by
applicable law, whichever is earlier, and NEOGOV will provide information to Customer sufficient to meet
the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time.
Each party will reasonably cooperate with the other and with law enforcement 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 the 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 securely 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
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 the Agreement.
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
the 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. 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 the 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
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purposes consistent with the 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 (Nondisclosure), 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 the Agreement;
and (ii) to its knowledge, the execution, delivery and performance of the 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. THE FOREGOING WARRANTY DOES NOT APPLY, AND NEOGOV STRICTLY
DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD PARTY SERVICES.
c) No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS WARRANTY SECTION,
THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. 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 REASONABLY DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, NEOGOV CANNOT
GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, NEOGOV DISCLAIMS ANY AND ALL
LIABILITY FOR IMPAIRMENT OR DISRUPTION OF SERVICES RESULTING FROM OR RELATED TO SUCH
EVENTS BEYOND NEOGOV’S REASONABLE CONTROL AND WHICH DO NOT RESULT FROM OR RELATE TO
ANY BREACH BY NEOGOV OF ANY OBLIGATION UNDER THE AGREEMENT.
14. Indemnification.
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a) NEOGOV Infringement Indemnity. Subject to subsections 14(b)(i) through 14(b)(iii) 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 party’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, provided that
NEOGOV is promptly notified of any and all such claims, demands, suits or proceedings and given
reasonable assistance and the opportunity to assume sole control over defense and settlement, provided,
however, that NEOGOV will not consent to the entry of any judgment or enter into any settlement with
respect to any claim without the prior written consent of Customer (which consent will not be
unreasonably withheld) except where the judgment or proposed settlement involves only the payment
of money damages by NEOGOV, does not impose any obligation upon Customer, NEOGOV obtains the full
and complete release of Customer, and Customer shall have the right to have any suit or proceeding
monitored by counsel of Customer’s choice and at Customer’s expense, provided however, Customer's
approval rights shall only apply with respect to any third party claim which triggers a NEOGOV indemnity
obligation solely to Customer and not to any other customers of NEOGOV or other third parties.
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 to the extent that an infringement claim
is based upon any Customer alteration of the Service or Service Specifications, or Customer use
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 under the Agreement.
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 to the extent that 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.
15. Limitations of Liability.
a) LIMITATION OF LIABILITY OF NEOGOV. THE PROVISIONS OF THIS SECTION 15.a SHALL APPLY TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NOTWITHSTANDING ANY OTHER PROVISION
OF THIS AGREEMENT, IN NO EVENT SHALL NEOGOV BE LIABLE TO CUSTOMER, REGARDLESS OF WHETHER
ANY CLAIM IS BASED ON CONTRACT OR TORT, FOR SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL
DAMAGES OR FOR ANY LOSS OF PROFIT OR LOSS OF BUSINESS BY CUSTOMER, EVEN IF NEOGOV HAS BEEN
ADVISED OF THE POSSIBILITY OF ANY SUCH POTENTIAL CLAIM, LOSS OR DAMAGE. EXCEPT AS PROVIDED
IN THE IMMEDIATELY FOLLOWING SENTENCE, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY
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UNDER THIS AGREEMENT OF NEOGOV TO CUSTOMER EXCEED THE DOLLAR 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 GIVING RISE TO SUCH LIABILITY. NEOGOV'S
LIABILITY LIMIT SET FORTH IN THIS SUBSECTION 15.a HEREIN SHALL NOT APPLY TO (1) DAMAGES CAUSED
BY NEOGOV'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (2) NEOGOV'S OBLIGATIONS TO HOLD
HARMLESS, INDEMNIFY AND DEFEND CUSTOMER UNDER SECTION 14.a. OF THIS SERVICES AGREEMENT,
(3) NEOGOV'S OBLIGATIONS TO HOLD HARMLESS, INDEMNIFY AND DEFEND CUSTOMER UNDER SECTION
O OF THE AGREEMENT FOR DAMAGES CAUSED BY NEOGOV’S NEGLIGENCE, (4) CLAIMS TO THE EXTENT
ARISING OUT OF NEOGOV’S BREACH OF ITS DATA SECURITY OBLIGATIONS UNDER SECTION 10 OF THIS
SERVICES AGREEMENT OR EXHIBIT E OF THE AGREEMENT, AND (5) WRONGFUL DEATH CAUSED BY
NEOGOV.
b) NOTWITHSTANDING SECTION 15.a ABOVE, THE TOTAL AGGREGATE LIABILITY OF NEOGOV SHALL NOT
EXCEED: (1) TWO (2) TIMES THE DOLLAR 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 GIVING RISE TO SUCH LIABILITY FOR CLAIMS RELATED TO NEOGOV’S OBLIGATION TO
HOLD HARMLESS, INDEMNIFY AND DEFEND CUSTOMER UNDER SECTION O OF THE AGREEMENT FOR
DAMAGES CAUSED BY NEOGOV’S NEGLIGENCE, AND (2) THREE (3) TIMES THE DOLLAR 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 GIVING RISE TO SUCH LIABILITY FOR
CLAIMS TO THE EXTENT ARISING OUT OF NEOGOV’S BREACH OF ITS DATA SECURITY OBLIGATIONS UNDER
SECTION 10 OF THIS SERVICES AGREEMENT OR EXHIBIT E OF THE AGREEMENT.
c) LIMITATION OF LIABILITY OF CUSTOMER. CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS
AGREEMENT SHALL BE LIMITED TO THE PAYMENT OF THE COMPENSATION PROVIDED FOR IN 5
(“COMPENSATION FOR ORIGINAL TERM”) OF THIS AGREEMENT. NOTWITHSTANDING ANY OTHER
PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL CUSTOMER BE LIABLE, REGARDLESS OF WHETHER
ANY CLAIM IS BASED ON CONTRACT OR TORT, FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR
INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT OR THE SERVICES PERFORMED IN CONNECTION WITH THIS
AGREEMENT.
d) THE MINIMUM INSURANCE COVERAGES DETAILED IN EXHIBIT D ARE MINIMUM COVERAGE
REQUIREMENTS ONLY AND ARE NOT TO BE CONSTRUED IN ANY WAY AS A LIMITATION ON ANY PARTY’S
LIABILITY.
16. Text Message Communications. If provided for in the Scope of Services of the Agreement, 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 text message 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 such alert; for any
errors in the content of any such alert; or for any actions taken or not taken by you or any third party in
reliance on any such 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 NEOGOV’s indemnity obligations under this Agreement shall exclude any claim
arising from or relating to your use of such text messages. NEOGOV MAKES NO WARRANTIES OR
REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO: (i) THE AVAILABILITY OF TEXT
MESSAGE SERVICES; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TEXT MESSAGE
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SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY
DATA, COMMUNICATIONS, OR SETTINGS CONNECTED WITH THE TEXT MESSAGE SERVICES.
17. Publicity. During the term of the Agreement, City hereby grants to NEOGOV a limited, non-exclusive, revocable
license to identify Customer by name as one of its customers and to use Customer’s logo solely for such
purposes during the term of the Agreement, subject to any trademark usage requirements specified by
Customer.
18. Force Majeure. Neither party shall be liable or responsible to the other party, nor be deemed to have
defaulted under or breached the Agreement, for any failure or delay in fulfilling or performing any term of the
Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the
reasonable control of the affected party (defined below), including without limitation: strikes, lock-outs, or
other industrial disputes (whether involving its own workforce or a third party’s), trespassing, sabotage, theft
or other criminal acts, failure of energy sources or transport network, acts of god, war, terrorism, riot, civil
commotion, interference by civil or military authorities, national or international calamity, armed conflict,
malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination,
explosions, collapse of building structures, fires, floods, storms, earthquakes, epidemics or similar events,
natural disasters or extreme adverse weather conditions (each a “Force Majeure Event”), provided that any
such failure or delay is not due any negligence, recklessness or intentional misconduct of the affected Party
or any material breach of this Agreement by the affected party. The affected party (meaning, the party
suffering a Force Majeure Event) shall (a) notify the other party of the Force Majeure Event as soon as possible
and (b) use reasonable efforts to promptly mitigate the effects of such Force Majeure Event.
19. Independent Contractor; No Third Party Beneficiary; Fulfillment Partners. The relationship of the parties shall
be deemed to be that of an independent contractor and nothing contained herein shall be deemed to
constitute a partnership between or a joint venture by the parties hereto or constitute either party the
employee or agent of the other. Customer acknowledges that nothing in this Services Agreement gives
Customer the right to bind or commit NEOGOV to any agreements with any third parties. This Services
Agreement is not for the benefit of any third party and shall not be deemed to give any right or remedy to any
such party whether referred to herein or not. NEOGOV may designate any third-party affiliate, or other agent
or subcontractor (each a “Fulfillment Partner”), without notice to, or the consent of, Customer, to perform
such tasks and functions to complete any Services in accordance with the terms and conditions of this
Agreement and NEOGOV shall be fully responsible for all acts and omissions of its Fulfillment Partners in their
performance of this Agreement.
20. Amendment of this Services Agreement. This Services Agreement may not be modified or amended (and no
rights hereunder may be waived) except through a written instrument signed by the parties to be bound, in
accordance with the amendment provisions of the Agreement.
21. General. The Agreement shall be governed by and construed in accordance with the laws of the state of
California, without giving effect to conflict of law rules. Any legal action or proceeding relating to the
Agreement shall be instituted only in any state or federal court in Santa Clara County, California. If any
provision of this Services Agreement is held to be illegal or unenforceable, such provision shall be limited or
eliminated to the minimum extent necessary so that the remainder of this Services Agreement will continue
in full force and effect. Provisions that survive termination or expiration are those relating to, without
limitation, accrued rights to payment, acknowledgements and reservations of proprietary rights,
confidentiality obligations, warranty disclaimers, and limitations of liability, and others which by their nature
are intended to survive. All notices or other communications required or permitted hereunder shall be in
writing and shall be deemed to have been duly given either when personally delivered, one (1) business day
following delivery by recognized overnight courier or electronic mail, or three (3) business days following
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deposit in the U.S. mail, registered or certified, postage prepaid, return receipt requested. All such
communications shall be sent to (i) Customer at the address(es) set forth in the Agreement and (ii) NEOGOV
at the address specified in the Agreement. The waiver, express or implied, by either party of any breach of
this Services Agreement by the other party will not waive any subsequent breach by such party of the same
or a different kind. This Services Agreement may be executed in two or more counterparts, each of which will
be deemed an original, but all of which taken together shall constitute one and the same instrument. Delivery
of a copy of the Agreement bearing an original signature executed by any electronic means in accordance with
California law will have the same effect as physical delivery of the paper document bearing the original
signature. Customer may not assign the Agreement without the express written approval of NEOGOV and any
attempt at assignment in violation of this Section shall be null and void. The parties intend the Agreement to
be construed without regard to any presumption or rule requiring construction or interpretation against the
party drafting an instrument or causing any instrument to be drafted. The exhibits referred to herein are an
integral part of this Services Agreement to the same extent as if they were set forth verbatim herein.
[Signature Page to Follow]
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IN WITNESS WHEREOF, the parties have caused this Services Agreement to be executed by their
respective duly authorized officers as of the date set forth below, and consent to this Services Agreement.
Customer GovermentJobs.com, Inc. (D/B/A/ NEOGOV), on
behalf of itself and its subsidiaries PowerDMS,
Inc., Cuehit, Inc., Ragnasoft LLC (D/B/A/ PlanIT
Schedule), and Design PD, LLC (D/B/A Agency360)
Entity Name: CITY OF PALO ALTO
Signature:
Signature:
Print Name:
Print Title:
Ed Shikada
City Manager
Print Name:
Print Title:
Date:
Date:
APPROVED AS TO FORM:
Signature:
Signature:
Print Name:
Print Title:
Cassie Coleman
Assistant City Attorney
Print Name:
Print Title:
Date:
Date:
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10/6/2022
Mike Burns
Accounting Director
Ana Alfaro
10/6/2022
Revenue Accounting Manager
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Exhibit A
Government Customer Addendum
If Customer is a Government Customer, the following Government Customer Addendum (“Government
Addendum”) forms part of the Services Agreement, and in the case of any conflict or inconsistency between the
terms and provisions of this Addendum and any other provision of the Services Agreement, the terms of this
Government Addendum shall control. For purposes hereof, a “Government Customer” means a Customer which
is a (a) U.S. Federal agency, (b) state government, agency, department, or political subdivision (including a city,
county or municipal corporation), or (c) instrumentality of any of the foregoing (including a municipal hospital or
municipal hospital district, police or fire department, public library, park district, state college or university, Indian
tribal economic development organization, or port authority).
1. Applicability. The provisions of this Addendum shall apply only if Customer is a Government Customer
under the Services Agreement. The parties understand and acknowledge that the Customer, being the
City of Palo Alto, is a California municipal corporation and charter city, and that Customer therefore
constitutes a Government Customer for purposes of this Government Addendum.
2. Termination for Non-Appropriation of Funds. If Customer is subject to federal, state or local law which
makes Customer’s financial obligations under this Services Agreement contingent upon sufficient
appropriation of funds by the applicable legislature (or other appropriate governmental body), and if such
funds are not forthcoming or are insufficient due to failure of such appropriation, then Customer will have
the right to terminate the Services Agreement at no additional cost and with no penalty by giving prior
written notice documenting the lack of funding. Customer will provide at least thirty (30) days advance
written notice of such termination. Customer will use reasonable efforts to ensure appropriated funds are
available.
3. [RESERVED (Indemnification)].
4. Open Records. If the Customer is subject to federal, state or local public meeting and/or public records
laws, including laws styled as open meeting, open records, freedom of information, or sunshine laws
(“Open Records Laws”) the confidentiality requirements of Section 12 (Nondisclosure) of the Services
Agreement apply to Customer only to the extent permitted by Open Records Laws applicable to the
Customer. This Section 4 (Open Records) is not intended to be a waiver of any of the provisions of the
applicable Open Records Laws, including, without limitation, any requirement for the Customer to provide
notice and opportunity for NEOGOV to assert an exception to disclosure requirements in accordance with
the applicable Open Records laws. In the event the Customer receives a public records request covering
NEOGOV’s Confidential Information, the Customer will, promptly following receipt, give notice to
NEOGOV of such request in case NEOGOV wishes to take legal action to prevent disclosure if NEOGOV so
chooses. Nothing in this Section 4 (Open Records) or in Section 12 (Nondisclosure) of this Services
Agreement shall require the Customer to take any action, or to refuse to release information, where doing
so would violate applicable law or court order.
5. Cooperative Purchasing. If Customer is a Government Customer, but is not a U.S. Federal Agency or
subdivision thereof, NEOGOV agrees to allow any other state agency, department, political subdivision or
instrumentality of the state but in all cases located in the same state as the Customer (“Related Agency”)
to purchase Services under the terms of the Services Agreement, at the Related Agency’s discretion with
the following requirements, exceptions and limitations: (a) any purchases made by a Related Agency shall
be transactions between the Related Agency and NEOGOV; for clarity, Customer shall not be responsible
for any transactions between the Related Agency and NEOGOV, (b) the terms (including pricing) specified
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in the Order Forms entered into between NEOGOV and Customer shall not be incorporated into the
transactions between the Related Agency and NEOGOV, and (c) the Related Agency will confirm in writing
it has the authority to use the Services Agreement for the purchase and that the use of the Services
Agreement for the purchase is not prohibited by law or procurement regulations or standards applicable
to the Related Agency.
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Exhibit B
PowerEngage Platform Addendum
If Customer is purchasing the PowerEngage Platform pursuant to the Agreement (as “Agreement” is defined in the
Services Agreement to which this Exhibit B, entitled “PowerEngage Platform Addendum,” is an incorporated
attachment), the following terms are hereby incorporated into Exhibit G (Services Agreement). This
PowerEngage Platform Addendum (“PowerEngage Addendum”) forms part of the Services Agreement, and in
the case of any conflict or inconsistency between the terms and provisions of this PowerEngage Addendum and
any other provision of the Services Agreement, the terms of this PowerEngage Addendum shall control. For
clarity, the parties acknowledge and agree that the current Scope of Services (Exhibit A to the Agreement) does
not include the PowerEngage Platform, and that the addition of such platform to the Agreement would require a
written amendment to the Agreement executed by the authorized representatives of the parties and approved
as required under Palo Alto Municipal code.
1. Applicability. The provisions of this PowerEngage Addendum shall apply only if Customer has purchased the
PowerEngage Platform pursuant to an Order Form.
2. CAD/RMS Assumptions. The parties agree that the fees specified with respect to the PowerEngage Platform on
the applicable Order Form do not include any additional fees that the Customer’s CAD or RMS vendor may charge,
if any. The Services Agreement and this Exhibit B is entered into with the mutual assumption that the PowerEngage
Platform will be able to make a connection to Customer’s CAD or RMS replicated or reporting database directly
or will be able to read from a file produced for such a purpose.
3. CAD/RMS Provisions. The definition of Confidential Information in Section 12 of the Services Agreement shall
also include any Customer CAD and/or RMS data made available to NEOGOV in connection with the provision of
the PowerEngage Platform.
4. SOW. NEOGOV agrees to provide the training, configuration and support services with respect to the
PowerEngage Platform, and Customer acknowledges that its cooperation is required for efficient and timely
implementation of the PowerEngage Platform, in accordance with the following:
PowerEngage Software
NEOGOV will be used to survey citizens that have interacted with Customer, send messages to citizens or other
stakeholders and gather and report on data. Customer will be able to configure the surveys and rules based on
data received from the Computer Aided Dispatch System. The results of the surveys will be stored within
PowerEngage and available for display in a Feedback Board and within the analytics component called Measure.
Other rules and messages can be built to be triggered to send on certain events as driven by the rules engine.
NEOGOV and Customer Responsibilities
The bullet points below outline when NEOGOV, Customer, or both NEOGOV and Customer have responsibility
with respect to a particular deliverable.
1. NEOGOV will configure a tenant and telephone number group for the Customer
2. NEOGOV will schedule a 90-minute kickoff call with the Customer to review the objectives, timeline and
mutual deliverables
• Configure Customer administrator account - NEOGOV
• Walk Customer through the survey builder - NEOGOV
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• Walk Customer through the rules builder - NEOGOV
• Walk Customer through the Feedback Board- NEOGOV
• Walk Customer through Activity /Survey tools- NEOGOV
• Walk Customer through the CueHit CAD Data Agent and what is needed for the connection to CAD -
NEOGOV
3. Customer will gather information needed for Surveys, Rules, Tasks and CAD/RMS Data – Customer
4. NEOGOV will coordinate a CAD/RMS Connection Workshop with Customer
• Configure PowerEngage CAD/RMS agent- NEOGOV and Customer
• Connect to Customer CAD/RMS Data – Customer
• Test data – NEOGOV and Customer
5. NEOGOV will coordinate a 2-hour Survey Workshop with Customer
• Consult on the questions to ask in a satisfaction survey (maximum of 3 to 5 questions) = NEOGOV and
Customer
• Configure the questions in the survey tool = NEOGOV and Customer
• Configure the acceptable responses in the survey tool = NEOGOV and Customer
• Configure additional criteria (Follow Up question only) = NEOGOV and Customer
• Send sample survey to Customer on text message = NEOGOV and Customer
• Review in Feedback Board and Activity Screens= NEOGOV and Customer
6. NEOGOV will coordinate a 2- 4 hour Rules Workshop with Customer to jointly
• Consult on the rules for surveys and automatic text notifications = NEOGOV and Customer
• Configure the rules and texts = NEOGOV and Customer
• Send example encounters to test rules = NEOGOV and Customer
• Review in Activity= NEOGOV and Customer
7. NEOGOV will coordinate a 2 Hour Task Creation and Notification Workshop with Customer to jointly:
• Configure Tasks and Task Assignments
• Identify Personnel information needed for notifications and digest emails
• Import Personnel information for receiving messages and emails from Customer provided .xls or .csv
8. NEOGOV will schedule a 2-hour Analytics Workshop with the Customer to review the ideas for the
Dashboards to reflect the results of the surveys.
• NEOGOV will review standard visualizations and data in the dashboard
• NEOGOV will request from the Customer, input on the data and visualization to be presented in the
Measure Tool
• Once agreed, a maximum of 1 custom visualizations will be created by NEOGOV and deployed to the
Customer’s environment
9. NEOGOV will train the Customer Administrators on the use of the PowerEngage configuration tools, Measure
tools and Activity logs.
Support Services
Telephone Assistance. Customer will be given the telephone number for a support line and will be entitled to
contact the support line during normal operating hours, (between 7:30am and 5:30pm Central Time) on regular
business days, excluding NEOGOV holidays, to consult with NEOGOV technical support staff concerning problem
resolution, bug reporting, documentation clarification, and general technical guidance. Assistance may include
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remote connectivity, modem, or electronic bulletin board.
Software Problem Reporting. Customer may submit requests to NEOGOV identifying potential problems in the
PowerEngage software. Requests should be in writing and directed to NEOGOV by e-mail, or through the
NEOGOV support website. NEOGOV retains the right to determine in the final disposition of all requests and will
inform Customer of the disposition of each request. If NEOGOV acts upon a request, it will do so by providing a
bug fix.
Scheduled Maintenance. Software may be unavailable periodically for system maintenance. Regular system
maintenance includes installation of the software updates, operating system updates/patches and updates to
other third-party applications as needed. Customers are notified of maintenance periods via an email message
or via a banner on the main page of the PowerEngage Platform.
Exclusions from Technical Support Services:
NEOGOV shall have no support obligations with respect to any third-party hardware or software product not
provided by NEOGOV as a part of the PowerEngage Platform purchased hereunder.
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Exhibit C
HRIS Addendum
If Customer is purchasing HRIS Services (defined below) pursuant to the Agreement (as “Agreement” is defined in
the Services Agreement to which this Exhibit C, entitled “HRIS Addendum,” is an incorporated attachment), the
following terms are hereby incorporated into Exhibit G (Services Agreement). This HRIS Addendum forms part
of the Services Agreement, and in the case of any conflict or inconsistency between the terms and provisions of
this HRIS Addendum and any other provision of the Services Agreement, the terms of this HRIS Addendum shall
control. “HRIS Services” refers to the following SaaS Applications or any Add-Ons (defined below) or Professional
Services related to such SaaS Applications: NEOGOV Core HR, NEOGOV Payroll, and NEOGOV Time and
Attendance. For clarity, the parties acknowledge and agree that the Agreement does not include the HRIS
Services, and that the addition of HRIS Services to the Agreement would require a written amendment to the
Agreement executed by the authorized representatives of the parties and approved as required under Palo Alto
Municipal Code.
Implementation; Add-Ons; and Configuration Limitation. Implementation of HRIS Services as detailed in the
standard statement of work (“SOW”) and the mutually agreed-upon scope document (“Scope”) will proceed in
accordance with the estimated implementation schedule provided by NEOGOV and as further detailed in the
SOW and Scope. Implementation services not included in the SOW and Scope may be subject to additional fees.
Customer acknowledges that the timeline for the implementation schedule is an estimate only and dependent
on a number of variables, including but not limited to Customer’s responsiveness to NEOGOV’s requests during
the implementation process and Customer’s obligation to fill out the “Implementation Workbook” to facilitate
the implementation process. In the event that Customer does not order the full suite of HRIS services offered,
NEOGOV may be required to generate custom feeds for Customer for an additional fee. During implementation,
Customer may elect optional add-on services that supplement the SaaS Applications (the “Add-Ons”). After
completion of implementation, any subsequent changes Customer requests to the configuration of the HRIS
Services will be at cost.
NEOGOV will have no responsibility for nor any duty to review, verify, correct or
otherwise perform any investigation as to the completeness, accuracy or sufficiency of any data or information
input into the HRIS system by or on behalf of the Customer prior to its receipt by NEOGOV/the Services.
Customer is solely responsible for ensuring that all data entered into the HRIS system by Customer or its
Authorized Users is accurate and complete, and for correcting any errors or discrepancies in such data prior to
providing it to NEOGOV/the Services.
CORE HR and Benefits – Additional Terms
The following terms shall apply to the extent that Customer orders the NEOGOV Core HR, and HRIS Services involving benefits administration (the “Benefits Module”):
1. Benefits Module Representative. Customer shall designate one or more persons who shall serve as
NEOGOV’s designated contact for the Benefits Module (the “Benefits Representative”). Customer
represents and warrants to NEOGOV that the Benefits Representative has, and shall at all times have, the
requisite authority to transmit information, directions and instructions on behalf of Customer, each “plan
administrator” defined in Section 3(16)(A) of the ERISA and Section 414(g) of the Code and, if applicable,
each “fiduciary” (as defined in Section 3(21) of ERISA) of each separate employee benefit plan covered by
the Benefits Module (each, a “Benefit Plan”). The Benefits Representative also shall be deemed to have
authority to issue, execute, grant, or provide any approvals, requests, notices, or other communications
required or permitted under the Services Agreement or requested by NEOGOV in connection with the
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Benefits Module.
2. Use of the Benefits Module.
a) HR Users. Customer shall authorize an administrator to input information and access certain
information relating to (i) the benefits offered by Customer and (ii) Customer’s employees/plan
participants and their benefit options and elections as well as view certain personal and company
information regarding company employees. The Benefits Module permits Customer’s employees/plan
participants to make various benefits elections and to view and update certain personal and company
information. It is Customer’s responsibility to submit instructions and information relating to the
Benefits Module and to verify the accuracy and completeness of all such instructions and information
submitted by Customer, employees, and plan participants.
b) NEOGOV Not Fiduciary Advisor. Customer acknowledges and agrees that, in making the Benefits
Module available, NEOGOV is not acting as an investment advisor, broker-dealer, insurance agent, tax
advisor, attorney or intermediary or a financial or benefit planner. NEOGOV is not providing any
benefits, tax advice, or any information related thereto; Customer is responsible for making available
all benefits and information related thereto referenced or included in the Benefits Module.
c) NEOGOV’s Health Care Clearinghouse Status. Customer expressly acknowledges and agrees that
NEOGOV is not a “Health Care Clearinghouse”, a “Covered Entity” or a “Business Associate” within the
meaning of HIPAA, and Customer shall not request or otherwise require NEOGOV to act as such. To
the extent that NEOGOV is required to enter into any additional agreement as a result of Customer’s
use of the Benefits module, Customer shall be responsible for any liability incurred by NEOGOV
thereunder.
3. Additional Rights. NEOGOV may, to the extent necessary to address the alleged issue(s), suspend Core HR,
the Benefits Module, or this Services Agreement immediately upon written notice to the Customer upon
(a) the failure of Customer to maintain its Benefit Plan(s) in compliance with ERISA or other applicable laws
or regulations or (b) NEOGOV’s determination that the exercise of any of the rights granted hereunder or
the continued performance by NEOGOV of its obligations under this Services Agreement would cause
NEOGOV to violate any applicable international, federal, state or local law(s) and/or regulation(s). In such
notice to Customer, NEOGOV shall provide sufficient detail to enable Customer to reasonably understand
the nature of the issue(s) and a cure period as detailed in the termination section of the Services
Agreement.
4. ERISA. The terms of this Section only shall apply to the extent Customer uses services governed, in whole
or in part, by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)
a) NEOGOV’s Non-Fiduciary Status. Customer expressly acknowledges and agrees that NEOGOV is not an
“Administrator”, “Plan Sponsor,” or a “Plan Administrator” as defined in Section 3(16)(A) of ERISA, and
Section 414(g) of the Internal Revenue Code of 1986, as amended (the “Code”), respectively, nor is
NEOGOV a “fiduciary” within the meaning of ERISA Section 3(21), and Customer shall not request or
otherwise require NEOGOV to act as such. NEOGOV shall not exercise any discretionary authority or
control respecting management of any of Customer’s benefit or welfare plans (“Plan” or “Plans”) or
management or disposition of any of Customer’s benefit or welfare Plan assets. NEOGOV shall not
render investment advice for a fee or other compensation, direct or indirect, with respect to any
monies or other property of any Plan, nor does NEOGOV have any authority or responsibility to do so.
NEOGOV has no discretionary authority or discretionary responsibility in the administration of the
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Plan(s).
b) Use of NEOGOV’S Name. Customer or the Plan Administrator must obtain the prior written consent of
NEOGOV to insert any references to NEOGOV or its affiliates, or to NEOGOV Services, with respect to
any communication or document pertaining to a Plan prepared by Customer, or on behalf of Customer
(other than documents prepared by NEOGOV), unless the reference only identifies NEOGOV as a
service provider or the reference is required in a filing or document required by ERISA or any other
applicable law. Without limiting the foregoing, in no event may Customer or the Plan Administrator
identify or refer to NEOGOV as “administrator”, “plan administrator”, “third-party administrator”,
“plan sponsor”, “fiduciary”, “plan fiduciary” or similar title.
5. Direct to Carrier Services. Customer may elect direct to insurance carrier services (each a “Carrier Link”) at
its option, each for an additional cost. Reconfiguration of existing Carrier Links, establishing new Carrier
Links, and additional elections are available for an additional fee and may be completed by NEOGOV at
NEOGOV’s then current rates. Customer may access and use the NEOGOV HRIS Services to electronically
transmit employee data, including employee benefits enrollment data, to Customer’s carriers or other
third parties authorized by Customer. NEOGOV’s ability to transmit data is subject to the provision of a
current functional interface between HRIS Services and the carriers’ systems. NEOGOV will not be obligated
to transmit Customer’s data to carriers if at any time Customer’s carriers fail to provide the proper interface
as solely determined by NEOGOV. If Customer requires development of any special or customized
interfaces to transmit such data, all work performed by NEOGOV to create such interfaces will be at
NEOGOV’s then current fees for such services. NEOGOV makes no warranty that each carrier’s
specifications will conform with NEOGOV’s current functional interfaces. In the event a carrier provides
formats or specifications not supported by the NEOGOV HRIS Services, Customer will be solely responsible
for transmitting the data to such carrier using an alternative system to be determined solely by Customer.
Customer shall be responsible for promptly reviewing all records of transmissions to carriers and other
reports prepared by NEOGOV for validity and accuracy according to Customer’s records, and Customer will
notify NEOGOV of any discrepancies promptly after receipt thereof.
Payroll Services – Additional Terms
The following terms shall apply to the extent that Customer orders the NEOGOV Payroll Services module:
1. Payroll Processing and Tax Filing. NEOGOV will deliver (i) payroll administrative services to Customer through
NEOGOV’s payroll software as a service (the “Payroll Module”), (ii) at Customer’s election, direct deposit
administration to those employees electing such service via ACH processing (collectively referred to as the
“Payroll Services”), remit payroll taxes on Customer’s behalf to those federal, state, and local taxing
jurisdictions designated by Customer, and file related tax returns (such remitting of payroll taxes and filing
of related tax returns, the “Tax Services”). At NEOGOV’s then current fees, NEOGOV may also process
calendar year-end W-2 forms for Customer’s employees and Forms 1099-MISC. NEOGOV will, and
Customer hereby authorizes NEOGOV and Fulfillment Partners to, initiate debits or reverse wire transfers
prior to each paydate for Customer’s payroll (“Paydate”) and credit the bank accounts of Customer’s
employees and others to be paid by Customer by direct deposit payment on Paydate (a “Payee”), all in
compliance with the operating rules of the National Automated Clearing House Association and the terms
and conditions hereof. For purpose of clarity, the parties understand and agree that NEOGOV does not
print and/or send paychecks for or on behalf of Customer.
2. Documentation and Required Information.
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a) Authorization Forms; Proof of Name. Customer will be required to complete and submit the following
documents in order to use the payroll processing components of Payroll Module: (i) power of attorney
forms for each jurisdiction in which Customer will use the HRIS Services (the “POA”), (ii) Authorization
to Debit/Credit Bank Account(s)/Obtain Bank Account Information (the “Authorization Form”), (iii) an
IRS proof of legal name/FEIN and (iv) any authorization form for Fulfillment Partner authorizing debiting
and crediting Customer’s bank account.
b) Proof of Existence. Customer will provide NEOGOV, and authorize NEOGOV to provide to Fulfillment
Partner, Customer’s (i) legal name, and “doing business as” name if applicable, (ii) physical street
address (not a PO Box or PMB), (iii) phone number, (iv) Primary Business Activity (Nature of Business),
(v) Duns Number (if one exists), (vi) Tax ID Number, (vii) estimated transaction count and dollar volume,
(viii) number of employees, and (ix) supporting evidence via (A) either certified Articles of Incorporation,
IRS EIN Letter, unexpired government issued business license, trust instrument or other government-
issued evidence showing legal existence, and (B) either a voided business check, copy of utility bill,
other evidence of legal name, physical address, DBA Name, or Tax ID.
c) Permitted Disclosure Authorization. Customer hereby authorizes NEOGOV to (i) provide Customer’s
data to Fulfillment Partner for the purposes of performing the Payroll and Tax Services, and (ii) take
such action as is necessary to perform the Payroll and Tax Services.
d) Time and Attendance Information. Prior to commencement of Time and Attendance Services,
Customer shall provide to NEOGOV all necessary information and guidance relating to its time and
attendance policies and guidelines and coordinate with NEOGOV to establish standards for NEOGOV
in its execution of the Time and Attendance Services. Customer agrees to promptly comply with
NEOGOV’s request for such additional documentation and understands that Payroll or Tax Services may
be impaired or delayed if Customer does not comply with such request.
3. Customer Obligations, Representations, and Warranties. Customer acknowledges that NEOGOV's
obligation to perform the HRIS Services is subject to Customer’s obligations, representations, and
warranties. Customer represents and warrants the following:
a) Processing Authorization. Customer authorizes NEOGOV to process payroll entries on behalf of
Customer. Customer acknowledges that NEOGOV is acting solely in the capacity of data processing
agent and is not a source of funds for Customer. Customer shall be liable for each payroll related
transaction initiated by NEOGOV on behalf of Customer, whether by electronic entry or wire transfer.
NEOGOV, or its Fulfillment Partners, electronically transmit employee data, including employee payroll
data, to designated third parties, and Customer authorizes NEOGOV and its Fulfillment Partners, to
provide such transmission on Customer’s behalf. Customer agrees that NEOGOV maintains specific
Fulfillment Partner(s) for NEOGOV Payroll and Tax Services fulfillment during the term of and in
accordance with this Services Agreement and that Customer shall not, directly or indirectly,
supplement, substitute, or otherwise modify the provision of such Payroll and Tax Services without
terminating this Services Agreement.
b) Information Accuracy; Reliance; Change Notice. Customer shall input, maintain, and verify the accuracy
of any and all information, including payroll and tax information, and Customer shall continually ensure
that such information is kept complete, accurate, delivered on time, and up to date at all times.
Customer acknowledges that NEOGOV and NEOGOV Fulfillment Partners will rely on the accuracy of
this information as it performs its requested functions. NEOGOV shall not be responsible for any delays
or inaccuracies in Customer’s delivery of data to NEOGOV. Customer will notify NEOGOV immediately
of any change in the processing information, including the Authorization Form. Customer will also
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obtain a voluntary written authorization from any Payee prior to the initiation of the first credit to the
account of such Payee and shall provide upon demand a copy of such written authorization to NEOGOV.
c) Processing Deadlines. Unless otherwise agreed to by the Parties, Customer will: (a) complete and
execute all required documentation so that NEOGOV or Fulfillment Partner may withdraw funds from
Customer’s account to process direct deposit payrolls, (b) input or report all relevant payroll data for
ACH transmissions to NEOGOV no later than 2:00 p.m. Pacific Standard Time (PST) three (3) banking
days prior to each Paydate, (c) input or report all other relevant payroll data to NEOGOV no later than
2:00 p.m. Pacific Standard Time (PST) two banking days prior to each Paydate, (d) have available in
Customer’s bank account good, collectable funds in a sufficient amount to cover funding
disbursements, checks, direct deposits, tax payments, or recurring payments to third parties no later
than the opening of business (i) two banking days prior to each Paydate for debits by electronic entry,
and (ii) two banking days prior to each Paydate for funding by wire transfer, and (e) compare all reports
on credits or debits initiated by Customer to NEOGOV’s records and promptly notify NEOGOV of any
discrepancies. In the event Customer does not meet the deadlines specified herein, NEOGOV shall make
reasonable efforts to complete processing prior to the Paydate; however, NEOGOV makes no
representation or warranty that payroll will process by the Paydate where Customer fails to provide all
required documentation by the deadline. Additional Fees may apply for expedited processing.
d) Customer Review. Within seven (7) business days after receipt from NEOGOV, Customer will promptly
conduct a detailed review of all payroll and tax registers produced by NEOGOV or Fulfillment Partners
for accuracy, validity and conformity with Customer’s records. Customer will promptly notify NEOGOV
of any error or omission discovered by Customer in any payroll registers, disbursement records, payroll
or tax reports and documents produced by NEOGOV or Fulfillment Partners, or any discrepancy
between the information provided by NEOGOV or Fulfillment Partners, and Customer’s records.
Customer will not rely on any record, report or document containing any discovered error, omission or
discrepancy until such error, omission or discrepancy, has been corrected. Customer will be responsible
for any consequences resulting from instructions Customer may give to NEOGOV or Fulfillment
Partners with regard to HRIS Services or any payroll registers, disbursement records, reports and
documents prepared by NEOGOV based on information provided by Customer.
e) Document Retention. Customer will retain copies of all information entered into or generated by the
HRIS Services and Customer shall be solely responsible for maintaining such data, and all tax records,
in accordance with any legal obligations.
f) Special Processing. Customer understands and acknowledges that administering processing dates
beyond standard payroll dates, and correcting, amending, or cancelling payroll entries or mistaken
reversals (collectively “Special Processing”), are complicated, highly manual, and may result in
additional expenses, tax consequences, and penalties. Therefore, Special Processing may be subject to
additional NEOGOV Fees.
g) Recovery Cooperation. Customer agrees to undertake reasonable efforts to cooperate with NEOGOV
and any other parties involved in processing any transactions hereunder to recover funds credited to
any employee as a result of an error made by Customer, NEOGOV, or Fulfillment Partners, or any other
loss recovery efforts and in connection with any actions that the relevant party NEOGOV may be
obligated to defend or elects to pursue against any third-party.
h) Compliance with Laws. Customer acknowledges that, in order to put into effect the Payroll Services
which include ACH transactions, Customer will be the Originator of the ACH transactions and will follow
and be bound by the rules for ACH Originators as adopted from time to time by the NACHA. Customer
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agrees that it has assumed the responsibilities of an Originator under the ACH Rules and acknowledges
that entries may not be initiated in violation of the laws of the United States. Customer agrees to be
compliant with laws. Customer will comply with all laws including, but not limited to, the U.S. Patriot
Act, the Unlawful Internet Gambling Enforcement Act, the Bank Secrecy Act, and Anti Money
Laundering laws.
4. Effect of Failed Funds. If Customer fails to pay the taxes, direct deposits, employee payments or other
charges, including fees, then Customer agrees to pay NEOGOV for all costs of collection, including reasonable
attorney fees, which may be associated with collection of the amounts due. NEOGOV also may, at its sole
option, terminate this Services Agreement and withhold or suspend any work in progress. This is in addition
to any other rights NEOGOV may have under this contract or under law. NEOGOV also reserves the rights
to reverse employee transactions and /or tax payments for which funds have not been received from
Customer.
5. Rejection of Entries. NEOGOV shall reject any file or entry that does not comply with the requirements of
this Services Agreement, the NACHA Rules, or uses an improper SEC Code, or if NEOGOV suspects fraud or
illegal or improper activity. NEOGOV shall have no liability.
6. Resolution of Error Exceptions. For the purposes of this Section, the term “error exception(s)” shall mean
any data requirements within the HRIS Services that, based on Customer’s configuration, have been
assigned a severity level designation of “error”; such designation shall create a requirement for an
operational task to be completed by Customer in order to proceed with Customer’s processing, including
processing of Customer payroll for the designated period. Failure to resolve an error exception will prevent
Customer’s payroll from being processed as scheduled. NEOGOV is not obligated to clear any such error
on behalf of Customer.
7. NEOGOV Errors and Omissions Warranty. NEOGOV warrants it will use commercially reasonable efforts to
properly transmit the appropriate reports, data, or filings based on the information provided in Customer’s
HRIS Services. In addition, NEOGOV will use commercially reasonable efforts to rectify any Customer report,
data, or filing error, including any deposit, corrected or reversal debit or credit entry, for which NEOGOV is
solely responsible; provided that, in each case Customer advises NEOGOV no later than ten (10) business
days after the occurrence or discovery of such errors or omissions. This is Customer’s sole remedy in the
event of a breach of the foregoing warranty. Notwithstanding the foregoing, Customer will be solely
responsible for payment of all tax penalties, interest, and additional NEOGOV fees if: (i) the penalty is the
result of incorrect, inaccurate, or incomplete information Customer provides to NEOGOV, (ii) Customer has
insufficient funds in Customer’s designated bank account to process HRIS Services, or (iii) a party other
than NEOGOV, or a NEOGOV Fulfillment Partner, fails to perform services in a timely manner.
8. Additional Liability and Warranty Limitations. NEOGOV, ITS PROVIDERS, AND FULFILLMENT PARTNERS,
AND THE OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS OF EACH WILL NOT BE LIABLE UNDER ANY
CIRCUMSTANCES OR UNDER ANY THEORY OF RECOVERY (WHETHER IN CONTRACT OR TORT OR
OTHERWISE) FOR (i) ANY FEES, COSTS, CHARGES, OR ANY DAMAGES CAUSED BY LOST SHIPMENT OR
TRANSMISSION OF CHECKS OR ANY FORM OF DISBURSEMENT INCLUDING, BUT NOT LIMITED TO, STOP
PAYMENT FEES, REPRINTING OR RETRANSMISSION COSTS, SHIPPING CHARGES, OR CONSEQUENTIAL
EXPENSES AND DAMAGE, (ii) ANY CHARGES, FEES, OR EXPENSES INCURRED BY CUSTOMER, CUSTOMER’S
AGENTS, OR EMPLOYEES WHICH ARE DUE TO LATE PAYCHECKS, REGARDLESS OF WHETHER SUCH
PAYCHECKS ARE TO BE PREPARED AND DELIVERED BY NEOGOV, FULFILLMENT PARTNERS, OR BY
CUSTOMER, (iii) NON-PERFORMANCE OF HRIS SERVICES WHICH HAVE BEEN SUSPENDED DUE TO FAILURE
OR DELAY IN PAYMENT OF FEES OWED UNDER THIS SERVICES AGREEMENT, AND (IV) FOR ANY DAMAGES
TO CUSTOMER ARISING FROM OR IN CONNECTION WITH A DECISION BY NEOGOV TO SUBMIT FILES FOR
DocuSign Envelope ID: 1F042859-5DEC-480A-9269-BEE827046A76
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PROCESSING AFTER CUSTOMER HAS FAILED TO CLEAR OUTSTANDING ERROR EXCEPTIONS WITHIN THE
SPECIFIED DEADLINE.
9. Additional Termination Rights.
a) Termination for Default. Customer’s breach of the NACHA Rules, violation of any applicable federal or
state regulation, or failure to maintain account funding as required by this Services Agreement (and as
a result any debit to Customer’s account is returned), shall each constitute a default. Upon default,
NEOGOV may suspend the HRIS Services or terminate this Services Agreement in a manner that permits
NEOGOV to comply with the NACHA Rules. Termination is effective immediately upon written notice
of such termination to Customer. The right to suspend the HRIS Services and/or terminate this Services
Agreement is in addition to any other rights and remedies provided under this Services Agreement or
otherwise under law.
b) Effect of Termination. No termination of this Services Agreement shall release Customer from any
obligation to pay NEOGOV any amount that has accrued or becomes payable at or prior to the date of
termination. No suspension of HRIS Services shall release Customer from any obligation to pay NEOGOV
any amounts due under this Services Agreement. Customer shall not be entitled to any refund of any
amounts paid to NEOGOV as a result of a termination based on Customer’s default. Notwithstanding
the termination of this Services Agreement, the parties shall continue to comply with the NACHA Rules
with respect to transmissions pursuant to this Services Agreement.
DocuSign Envelope ID: 1F042859-5DEC-480A-9269-BEE827046A76
Vers.: Aug. 5, 2019
Page 57 of 59
Exhibit D
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 Scope of Services of the Agreement (as defined in the Services Agreement to which this Exhibit D, entitled “Integration Terms Addendum,” is an incorporated attachment). The following terms of this 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 https://api.neogov.com/connect/marketplace.html and/or https://apidocs.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 Exhibit D 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 Integration Terms Addendum, NEOGOV hereby grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the applicable Term to use and/or access the Affiliated API as described in the Services 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 Integration Terms Addendum. 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, including all 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 Integration Terms
Addendum, 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 right or 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 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
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services or applications, and Customer third-party vendors that integrate with the API (collectively the “Customer Applications”), shall comply with all terms and conditions of this
Integration Terms Addendum, 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://apidocs.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 whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under this Integration Terms Addendum. 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 Integration Terms Addendum, including,
without limitation, the disclaimers, exclusions, and limitations of liability set forth herein. Notwithstanding the foregoing, NEOGOV reserves the right to change 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 agrees to monitor Customer Applications for any activity that violates applicable laws, rules and regulation, or any terms and conditions of this Integration Terms Addendum, including any fraudulent, inappropriate, or potentially harmful behavior. This Integration Terms Addendum 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 in its reasonable discretion. 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 a reasonable time to cure prior to taking such actions.
9. Open API Limitations. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE
LAW, IN NO EVENT WILL NEOGOV BE LIABLE TO CUSTOMER UNDER ANY TORT,
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CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, LOST PROFITS, LOST OR CORRUPTED DATA,
COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER
SPECIAL, 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 IN RELATION TO USE OR INABILITY TO USE THE OPEN API, 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.
10. Open 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 materially violate any of the terms and conditions of this Integration Terms Addendum and you do not cure such material breach promptly upon notice of such breach from NEOGOV.
DocuSign Envelope ID: 1F042859-5DEC-480A-9269-BEE827046A76
Certificate Of Completion
Envelope Id: 1F0428595DEC480A9269BEE827046A76 Status: Completed
Subject: Complete with DocuSign: S17167826 Amend No2_NeoGov_final.pdf
Source Envelope:
Document Pages: 59 Signatures: 4 Envelope Originator:
Certificate Pages: 2 Initials: 0 Mimi Nguyen
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
Mimi.Nguyen@CityofPaloAlto.org
IP Address: 199.33.32.254
Record Tracking
Status: Original
10/5/2022 4:47:40 PM
Holder: Mimi Nguyen
Mimi.Nguyen@CityofPaloAlto.org
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign
Signer Events Signature Timestamp
Mike Burns
mburns@neogov.net
Accounting Director
NEOGOV
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 72.197.197.133
Sent: 10/5/2022 4:52:23 PM
Viewed: 10/6/2022 12:24:06 PM
Signed: 10/6/2022 12:25:09 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Ana Alfaro
aalfaro@neogov.net
Revenue Accounting Manager
Governmentjobs.com, Inc. dba NEOGOV
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 35.129.91.103
Sent: 10/6/2022 12:25:13 PM
Viewed: 10/6/2022 12:42:29 PM
Signed: 10/6/2022 12:47:28 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Tarandeep Mann
Tarandeep.Mann@CityofPaloAlto.org
Sr. Human Resources Administrator
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 10/6/2022 12:47:32 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Sherrie Wong
Sherrie.Wong@CityofPaloAlto.org
Sr. Management Analyst
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 10/6/2022 12:47:33 PM
Viewed: 10/6/2022 12:58:36 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 10/5/2022 4:52:23 PM
Certified Delivered Security Checked 10/6/2022 12:42:29 PM
Signing Complete Security Checked 10/6/2022 12:47:28 PM
Completed Security Checked 10/6/2022 12:47:33 PM
Payment Events Status Timestamps
Vers.: Aug. 5, 2019
Page 1 of 10
AMENDMENT NO. 1 TO CONTRACT NO. S17167826
BETWEEN THE CITY OF PALO ALTO AND
GOVERNMENTJOBS.COM dba., NEOGOV
This Amendment No. 1 (this “Amendment”) to Contract No. S17167826 (the “Contract” as
defined below) is entered into as of June 1, 2020, by and between the CITY OF PALO ALTO, a
California chartered municipal corporation (“CITY”), and GOVERNMENTJOBS.COM dba., NEOGOV, a
California Corporation, located at 222 N. Sepulveda Blvd., Suite 2000, El Segunda, CA 90245
(“CONTRACTOR”). CITY and CONTRACTOR are referred to collectively as the “Parties” in this
Amendment.
R E C I T A L S
A. The Contract (as defined below) was entered into by and between the Parties
hereto for the provision of Software for recruitment, as detailed therein.
B. The Parties now wish to amend the Contract in order to extend the term, amend
the scope of services to incorporate additional services, and to increase the total maximum
compensation by $73,475.44 from $87,964.26 to $161,439.70.
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of
this Amendment, the Parties agree:
SECTION 1. Definitions. The following definitions shall apply to this Amendment:
a. Contract. The term “Contract” shall mean Contract No. S17167826
between CONSULTANT and CITY, dated April 9, 2017.
b. Other Terms. Capitalized terms used and not defined in this Amendment
shall have the meanings assigned to such terms in the Contract.
SECTION 2. Section 3, “ TERM”, of the Contract is hereby amended to read as follows:
“The term of this Agreement is from 04/09/2020 to 04/08/2022 inclusive, subject to
the provisions of Sections R and W of the General Terms and Conditions.”
SECTION 3. Section 5, “COMPENSATION FOR ORIGINAL TERM”, of the Contract is
hereby amended to read as follows:
Vers.: Aug. 5, 2019
Page 2 of 10
“CITY shall pay and CONTRACTOR agrees to accept as not-to-exceed compensation for
the full performance of the Services and reimbursable expenses, if any:
A sum calculated in accordance with the fee schedule set forth at Exhibit C, not to exceed
a total maximum compensation amount of Two Hundred Eighty Five Thousand and Thirty
Five Dollars ($161,439.70).
CONTRACTOR agrees that it can perform the Services for an amount not to exceed the
total maximum compensation set forth above. Any hours worked or services performed
by CONTRACTOR for which payment would result in a total exceeding the maximum
amount of compensation set forth above for performance of the Services shall be at no
cost to CITY.”
SECTION 4. The following exhibit(s) to the Contract is/are hereby amended or added, as
indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby
incorporated in full into this Amendment and into the Contract by this reference:
a. Exhibit “A” entitled “SCOPE OF SERVICES”, AMENDED, REPLACES PREVIOUS.
b. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE”, AMENDED, REPLACES
PREVIOUS.
c. Exhibit “C” entitled “COMPENSATION”, AMENDED, REPLACES PREVIOUS.
SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the
Contract, including any exhibits thereto, shall remain in full force and effect.
SECTION 6. Incorporation of Recitals. The recitals set forth above are terms of this
Amendment and are fully incorporated herein by this reference.
(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
Vers.: Aug. 5, 2019
Page 3 of 10
SIGNATURES OF THE PARTIES
IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed
this Amendment effective as of the date first above written.
CITY OF PALO ALTO GOVERNMENTJOBS.COM dba.,
NEOGOV
Purchasing Manager
APPROVED AS TO FORM:
City Attorney or designee
By:
Name:
Title:
By:
Name:
Title:
John Closs
Controller
Stephen Koo
Stephen Koo, CFO
Attachments:
EXHIBIT “A”: SCOPE OF SERVICES (AMENDED, REPLACES PREVIOUS)
EXHIBIT “B”: SCHEDULE OF PERFORMANCE (AMENDED, REPLACES PREVIOUS)
EXHIBIT “C”: COMPENSATION (AMENDED, REPLACES PREVIOUS)
Cassie Coleman
Christine Paras
Vers.: Aug. 5, 2019
Page 4 of 10
EXHIBIT A
SCOPE OF SERVICES
CONTRACTOR shall provide to CITY the following Software as Service (SAAS) subscriptions with
the functionality and services described, during the time periods specified:
Services to Be Provided During the Period Covering 04/09/2017 – 04/08/2020
1. Insight Enterprise (IN)
License Subscription to NEOGOV IN
The CITY’s subscription to the Insight platform includes the following functionality:
Recruitment
● Online job application
● Online job announcements and descriptions
● Automatic online job interest cards
● Recruitment and examination planning
Selection
● Configurable supplemental questions
● Define unique scoring plans
● Test analysis and pass-point setting
● Score, rank, and refer applicants
Applicant Tracking
● Email and hardcopy notifications
● EEO Data collection and reports
● Track applicants by step/hurdle
● Schedule written, oral, and other exams
● Candidate Self-Service Portal for scheduling and application status
Reporting and Analysis
● 90 standard system reports
● Ad Hoc reporting tool
HR Automation
● Create and route job requisitions for approval
● Certification/eligiblelists
2 NEOGOV Onboarding (ON)
License Subscription to NEOGOV ON
● Electronic Employee File
● W4
● I9
Vers.: Aug. 5, 2019
Page 5 of 10
● Configurable Workflow
● Task Manager
● Employee data upload
● Attachments
● Build your own Onboarding forms*
*NEOGOV ON includes I9 and W4 standard forms that are updated by CONTRACTOR.
Additional forms or form maintenance is available by NEOGOV Professional Services at
the following cost:
• Background forms $295 per form
• Dynamic Forms $195 per form
• Updates to existing forms $200 an hour
3. GovernmentJobs.com Job Posting Subscription
(GJC) License Subscription
● Enables organizations to advertise their job postings created in
Insight on the GovernmentJobs.com website.
● May add an unlimited number of postings
4. NEOGOV Integrations
CONTRACTOR provides Standard Integrations as well as platform APIs for 3rd party system
integration(s).
Standard Integrations include:
i. Conduct project scope, review integration plan, discuss timeline, and
set schedule for required meetings
ii. Annual Maintenance by CONTRACTOR
Note: CONTRACTOR APIs are to be configured directly by CITY staff using CONTRACTOR
documentation.
5. Customer Support and Product Upgrades
The following are included with the subscription services:
• Unlimited Customer Support M-F, 6:00AM – 6:00 PM PT
• Product upgrades to licensed software
Vers.: Aug. 5, 2019
Page 6 of 10
Services to Be Provided During the Period Covering 4/9/2020 – 4/8/2022(except as performance
dates are otherwise specified in Exhibit B)
CONSULTANT shall provide the Services detailed below during the period covering 4/9/2020 –
4/8/2022, except as performance dates are otherwise specified in Exhibit B (Schedule of
Performance).
CONTRACTOR shall provide to CITY the following Software as Service (SAAS) subscriptions with the
functionality and services described:
1. Insight Enterprise (IN)
License Subscription to NEOGOV IN
The CITY’s subscription to the Insight platform includes the following functionality:
Recruitment
● Online job application
● Online job announcements and descriptions
● Automatic online job interest cards
● Recruitment and examination planning Selection
● Configurable supplemental questions
● Define unique scoring plans
● Test analysis and pass-point setting
● Score, rank, and refer applicants
Applicant Tracking
● Email and hardcopy notifications
● EEO Data collection and reports
● Track applicants by step/hurdle
● Schedule written, oral, and other exams
● Candidate Self-Service Portal for scheduling and application status Reporting and
Analysis
● 90 standard system reports
● Ad Hoc reporting tool HR Automation
● Create and route job requisitions for approval
● Certification/eligiblelists
2. NEOGOV Onboarding (ON)
License Subscription to NEOGOV ON
● Electronic Employee File
● W4
● I9
● Configurable Workflow
● Task Manager
Vers.: Aug. 5, 2019
Page 7 of 10
● Employee data upload
● Attachments
● Build your own Onboarding forms*
*NEOGOV ON includes I9 and W4 standard forms that are updated by CONTRACTOR.
Additional forms or form maintenance is available by NEOGOV Professional Services at the
following cost:
• Background forms $295 per form
• Dynamic Forms $195 per form
• Updates to existing forms $200 an hour
3. GovernmentJobs.com Job Posting Subscription
(GJC) License Subscription
a. Enables organizations to advertise their job postings created in
Insight on the GovernmentJobs.com website. b. May add an unlimited number of postings
4. NEOGOVIntegrations
CONTRACTOR provides Standard Integrations as well as platform APIs for 3rd party system
integration(s).
Standard Integrations include:
iii. Conduct project scope, review integration plan, discuss timeline, and set
schedule for required meetings
iv. Annual Maintenance by CONTRACTOR
Note: CONTRACTOR APIs are to be configured directly by CITY staff using CONTRACTOR
documentation.
5. Customer Support and Product Upgrades
The following are included with the subscription services:
• Unlimited Customer Support M-F, 6:00AM – 6:00 PM PT
• Product upgrades to licensed software
6. Background Check
Allows agencies to initiate background checks directly from Insight or OHC. Choose from a wide
and ever-growing selection of background check vendors to find one that suits the needs of your
agency. Control who has access to view or initiate background checks via security role
customization in OHC and track the status of the background check from the referred list.
7. Candidate Text Messaging
Vers.: Aug. 5, 2019
Page 8 of 10
Select Your Candidates:
If subscribed, candidate will have a mobile icon next to their name. Select the subscribed
candidates and click “Text Message Notify”.
Select a Template:
Send personalized, relevant texts to applicants. Create custom message templates with easy- to-
use merge fields for hiring managers to choose from.
Generate Text Messages:
Texts can be sent at any step in the evaluation process, in bulk or individually.
Ensure Delivery:
Once you have sent your message, view the status to see if candidates have received the text.
Vers.: Aug. 5, 2019
Page 9 of 10
EXHIBIT B
SCHEDULE OF PERFORMANCE
CONTRACTOR shall provide the Services detailed in Exhibit A during the periods specified as follows:
Services to Be Provided During the Period Covering:
Onboard Software License 04/09/2017 – 04/08/2020
API License 04/09/2017 – 04/08/2020
Insight Enterprise Software License 04/09/2017 – 04/08/2020
Governmentjobs.com Subscription 04/09/2017 – 04/08/2020
Services to Be Provided During the Period Covering:
Onboard Software License 04/09/2020 – 04/08/2022
API License 04/09/2020 – 04/08/2022
Insight Enterprise Software License 04/09/2020 – 04/08/2022
Governmentjobs.com Subscription 04/09/2020 – 04/08/2022
Background Check 12/13/2019 – 04/08/2022
Candidate Text Messaging 01/09/2020 – 04/08/2022
Vers.: Aug. 5, 2019
Page 10 of 10
EXHIBIT C
COMPENSATION
CITY shall compensate CONTRACTOR for performance of the Services according to the following
schedules for the applicable time period, with the maximum amount of compensation not to exceed the
amount stated in Sections 5 of this Agreement. Any Services provided for which payment would result
in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to CITY.
Schedule of Fees for the Period Covering: 04/09/2017 – 04/08/2020
ITEM 3-Year Total License Cost
Insight Enterprise $38,755.26
Onboard Software License $42,300.00
API License $1,410.00
Governmentjobs.com
Subscription $5,499.00
Total $87,964.26 (Paid in full)
Schedule of Fees for the Period Covering: 4/9/2020 – 4/8/2022
ITEM 4/9/20 -
4/8/21
4/9/21 -
4/8/22
Insight $14,430.15 $15,151.66
Onboard $15,750.00 $16,537.50
Onboard API $500.00 $500.00
Governmentjobs.com $2,047.50 $2,149.88
Background Check $2,000.00 $2,000.00
Candidate Text Messaging $1,175.00 $1,233.75 Total
Total
$35,902.65
$37,572.79
$73,475.44
Total not-to-exceed amount of the Agreement:
For the Period Covering: 04/09/2017 – 04/08/2020: $ 87,964.26 (Paid in full)
For the Period Covering: 4/9/2020 – 4/8/2022: $ 73,475.44
Total not-to-exceed: $161,439.70
Certificate Of Completion
Envelope Id: 1E414B840CDF45FB979F7D9E02E9503F Status: Completed
Subject: Please DocuSign: Amend #1 S17167826 GovernmentJobs - final_draft F.Lee 6.1.2020_CAO.pdf
Source Envelope:
Document Pages: 10 Signatures: 2 Envelope Originator:
Certificate Pages: 2 Initials: 0 Terry Loo
AutoNav: Enabled
EnvelopeId Stamping: Disabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
Terry.Loo@CityofPaloAlto.org
IP Address: 199.33.32.254
Record Tracking
Status: Original
6/1/2020 11:31:41 AM
Holder: Terry Loo
Terry.Loo@CityofPaloAlto.org
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign
John Closs
jcloss@neogov.net
Controller
Governmentjobs.com, Inc DBA NEOGOV
Security Level: Email, Account Authentication (None)
Signature Adoption: Pre-selected Style
Using IP Address: 76.94.198.117
Sent: 6/1/2020 11:38:09 AM
Viewed: 6/1/2020 2:47:09 PM
Signed: 6/2/2020 8:15:51 AM
Electronic Record and Signature Disclosure: Not Offered via DocuSign
Stephen Koo
skoo@neogov.net
Stephen Koo, CFO
Governmentjobs.com Inc.
Security Level: Email, Account Authentication (None)
Signature Adoption: Pre-selected Style
Using IP Address: 45.49.236.120
Sent: 6/2/2020 8:15:53 AM
Viewed: 6/2/2020 8:18:42 AM
Signed: 6/2/2020 8:19:30 AM
Electronic Record and Signature Disclosure: Not Offered via DocuSign
Sherrie Wong
sherrie.wong@cityofpaloalto.org
Sr. Management Analyst
City of Palo Alto
Security Level: Email, Account Authentication (None)
Electronic Record and Signature Disclosure: Not Offered via DocuSign
Sent: 6/2/2020 8:19:32 AM
Carbon Copy Events Status Timestamp
Certified Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Editor Delivery Events Status Timestamp
In Person Signer Events Signature Timestamp
Signer Events Signature Timestamp
Frank Lee
frank.lee@cityofpaloalto.org
Senior Management Analyst
City of Palo Alto
Security Level: Email, Account Authentication (None)
Electronic Record and Signature Disclosure: Not Offered via DocuSign Shane Evangelist
shane@neogov.net
Security Level: Email, Account Authentication (None)
Electronic Record and Signature Disclosure: Not Offered via DocuSign Kimberly Goerlitz
kim@neogov.com
Security Level: Email, Account Authentication (None)
Electronic Record and Signature Disclosure: Not Offered via DocuSign
Sent: 6/2/2020 8:19:33 AM Sent: 6/2/2020 8:19:34 AM
Sent: 6/2/2020 8:19:35 AM
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent
Certified Delivered
Signing Complete
Completed
Hashed/Encrypted
Security Checked
Security Checked
Security Checked
6/2/2020 8:19:35 AM
6/2/2020 8:19:35 AM
6/2/2020 8:19:35 AM
6/2/2020 8:19:35 AM
Payment Events Status Timestamps
Carbon Copy Events Status Timestamp