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HomeMy WebLinkAboutC14-407 Government Jobs, Inc. Agreement AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND GOVERNMENTJOBS.COM, INC.D/B/A NEOGOV THIS AGREEMENT("Agreement")is effective as of the 1st day of January,2014 by and between GovernmentJobs,Inc.,a California corporation, d/b/a NEOGOV(hereinafter"Consultant"or "Contractor") and Eagle County, Colorado, a body corporate and politic (hereinafter"County"). RECITALS WHEREAS,Consultant agrees to provide Consultant's Insight Hiring Management Software for use by the County for online recruiting services, and associated maintenance and support services as described in paragraph 1 hereof(the"Project") ; and WHEREAS,Consultant is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Services as defined below in paragraph 1 hereof; and WHEREAS,this Agreement shall govern the relationship between Consultant and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Consultant and County agree as follows: 1. Services. Consultant has granted to County a perpetual, enterprise-wide,nontransferable, revocable,nonexclusive license for use of the Insight Hiring Management Software(the"Software")with the specifications and functionality described on Exhibit A,attached hereto and incorporated herein. Consultant shall provide all required hosting and operations support for the Software. Consultant agrees to provide customer support,product upgrades to the Software and training, as also described on Exhibit A(collectively referred to herein as the"Support Services"). Th eServices shall be performed in accordance with the provisions and conditions of this Agreement. a. Consultant agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Consultant represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement,the terms and conditions set forth in this Agreement shall prevail. c. Consultant agrees that it will not enter into any consulting or other arrangements with third parties that will conflict in any manner with this Agreement. 2. County Responsibilities. In connection with the performance of this Agreement and the provision of the Services, County shall be responsible for the following: a. Consultant's logos, including the"powered by" logo, may appear on the"employment opportunities", "job description"and other pages of County's website. b. County shall be responsible for ensuring that County's use of the Software and the Services shall comply with all laws applicable to County. c. County shall be responsible, as between Consultant and County, for the accuracy and completeness of all records and databases provided by County in connection with this Agreement for use on Consultant's Insight Enterprise Edition system(s)("Consultant's Systems"). 3. County's Representative. The Human Resources Department's designee shall be Consultant's contact with respect to this Agreement and performance of the Services. 4. Term of the Agreement. This Agreement shall commence upon the date first written above,and subject to the provisions of paragraph 13 hereof,shall continue in full force and effect through the 31St day of December,2014. The parties may renew the Services for additional one-year periods upon written agreement of the parties (each a"Renewal Term"). 5. Extension or Modification. This Agreement may not be amended or supplemented,nor may any obligations hereunder be waived, except by agreement signed by both parties.No additional services or work performed by Consultant shall be the basis for additional compensation unless and until Consultant has obtained written authorization and acknowledgement by County for such additional services in accordance with County's internal policies. Accordingly,no course of conduct or dealings between the parties,nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that County has been unjustly enriched by any additional services,whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement, Consultant's rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 6. Compensation. The parties acknowledge that the County paid Consultant,pursuant to that certain contract dated September 9,2008, the sum of$15,300.00 for the Software license,provisioning and training. The parties further acknowledge that the County has paid Consultant on or about January 1, 2014,the sum of$7,800.00 for the performance of the Services for the term of this Agreement. The performance of the Services under this Agreement shall not exceed $7,800.00.Consultant shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. 2 a. For each Renewal Term, the County will pay Consultant in advance the annual fee then in effect for the Services. If there is an increase in the fee for the Services above the prior year's fee, Consultant shall give County written notice of such increase at least thirty(30)days prior to the expiration of the applicable term. b. Consultant shall not be reimbursed for out-of-pocket expenses unless specifically approved in writing by County. c. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Consultant was improper because the Services for which payment was made were not performed as set forth in this Agreement,then upon written notice of such determination and request for reimbursement from County, Consultant shall forthwith return such payment(s)to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. d. County will not withhold any taxes from monies paid to the Consultant hereunder and Consultant agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. e. Notwithstanding anything to the contrary contained in this Agreement,County shall have no obligations under this Agreement after,nor shall any payments be made to Consultant in respect of any period after December 31 of any year,without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25,title 30 of the Colorado Revised Statutes,the Local Government Budget Law(C.R.S. 29-1-101 et. seq.)and the TABOR Amendment(Colorado Constitution,Article X, Sec.20). 7. Sub-consultants. Consultant acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Consultant. Consultant shall not enter into any sub-consultant agreements for the performance of any of the Services or additional services without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion,shall be assigned to the Project. Consultant shall require each sub-consultant, as approved by County and to the extent of the Services to be performed by the sub-consultant,to be bound to Consultant by the terms of this Agreement, and to assume toward Consultant all the obligations and responsibilities which Consultant,by this Agreement, assumes toward County. County shall have the right(but not the obligation)to enforce the provisions of this Agreement against any sub-consultant hired by Consultant and Consultant shall cooperate in such process. The Consultant shall be responsible for the acts and omissions of its agents,employees and sub-consultants or sub-contractors. 8. Insurance. Consultant agrees to provide and maintain at Consultant's sole cost and expense,the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. 3 i. Workers' Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than$1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned,hired,and non-owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury,products/completed operations,broad form property damage with limits of liability not less than$1,000,000 per occurrence and$2,000,000 aggregate limits. iv. Professional liability insurance with prior acts coverage for all Services required hereunder, in a form and with an insurer or insurers satisfactory to County,with limits of liability of not less than$1,000,000 per claim and$2,000,000 in the aggregate. In the event the professional liability insurance is on a claims-made basis, Consultant warrants that any retroactive date under the policy shall precede the effective date of this Agreement. Continuous coverage will be maintained during any applicable statute of limitations for the Services and Project. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities,its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. ii. Consultant's certificates of insurance shall include sub-consultants as additional insureds under its policies or Consultant shall furnish to County separate certificates and endorsements for each sub-consultant. All coverage(s) for sub-consultants shall be subject to the same minimum requirements identified above. Consultant and sub-consultants, if any, shall maintain the foregoing coverage in effect until the Services are completed. In addition, all such policies shall be kept in force by Consultant and its sub-consultants until the applicable statute of limitations for the Project and the Services has expired. iii. Insurance shall be placed with insurers duly licensed or authorized to do business in the State of Colorado and with an"A.M. Best"rating of not less than A-VII. iv. Consultant's insurance coverage shall be primary and non-contributory with respect to all other available sources. Consultant's policy shall contain a waiver of subrogation against Eagle County. v. All policies must contain an endorsement affording an unqualified thirty(30) days notice of cancellation to County in the event of cancellation of coverage. • vi. All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. 4 vii. Consultant's certificate of insurance evidencing all required coverage(s) is attached hereto as Exhibit B. Upon request, Consultant shall provide a copy of the actual insurance policy and/or required endorsements required under this Agreement within five(5)business days of a written request from County, and hereby authorizes Consultant's broker,without further notice or authorization by Consultant,to immediately comply with any written request of County for a complete copy of the policy. viii. Consultant shall advise County in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Consultant,at its own expense,will reinstate the aggregate limits to comply with the minimum limits and shall furnish County a new certificate of insurance showing such coverage. ix. If Consultant fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to County,County shall be entitled to immediately terminate this Agreement. x. The insurance provisions of this Agreement shall survive expiration or termination hereof. xi. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement,the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Iimnunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees,agents and volunteers. xii. Consultant is not entitled to workers' compensation benefits except as provided by the Consultant,nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Consultant or some other entity. The Consultant is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 9. Indemnification. The Consultant shall indemnify and hold harmless County, and any of its officers,agents and employees against any losses,claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly,this Agreement, or are based upon any performance or nonperformance by Consultant or any of its sub-consultants hereunder; and Consultant shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim,damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Consultant. This paragraph shall survive expiration or termination hereof. 10. Ownership of Documents. All documents prepared by Consultant in connection with this Agreement shall become property of County. Consultant shall execute written assignments to County of 5 • all rights(including common law, statutory, and other rights, including copyrights)to the same as County shall from time to time request. For purposes of this paragraph,the term"documents" shall mean and include all reports,plans, studies,tape or other electronic recordings,drawings, sketches,estimates, data sheets,maps and work sheets produced, or prepared by or for Consultant. 11. Notice. Any notice required by this Agreement shall be deemed properly delivered when(i) personally delivered, or(ii)when mailed in the United States mail, first class postage prepaid, or(iii) when delivered by FedEx or other comparable courier service,charges prepaid,to the parties at their respective addresses listed below,or(iv)when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date,time and receiving facsimile number for the transmission, or(v)when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five(5)days prior written notice of such change to the other party. COUNTY: Eagle County, Colorado Attention: Berniece Gutierrez 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8793 Facsimile: 970-328-8799 E-Mail: berniece.gutierreza,eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E-Mail: atty @eaglecounty.us CONSULTANT: Government Jobs.com d/b/a NEOGOV Attention: Ed Cavazos,Business Development 300 Continental Blvd., Suite 565 El Segundo, CA 90245 Telephone: 310-426-6304,x116 Facsimile: 310-426-6305 Email: ecavazos@neogov.corn 6 12. Coordination. Consultant acknowledges that the development and processing of the Services for the Project may require close coordination between various consultants and contractors. Consultant shall coordinate the Services required hereunder with the other consultants and contractors that are identified by County to Consultant from time to time, and Consultant shall immediately notify such other consultants or contractors, in writing, of any changes or revisions to Consultant's work product that might affect the work of others providing services for the Project and concurrently provide County with a copy of such notification. Consultant shall not knowingly cause other consultants or contractors extra work without obtaining prior written approval from County. If such prior approval is not obtained, Consultant shall be subject to any offset for the costs of such extra work. 13. Termination. Either party may terminate this Agreement, in whole or in part, at any time and for any reason,with or without cause, and without penalty therefor with seven(7)calendar days' prior written notice to the other party. Upon termination of this Agreement, Consultant shall immediately provide County with all documents as defined in paragraph 9 hereof, in such format as County shall direct and shall return all County owned materials and documents. In addition,within sixty(60)days of notification of termination of this Agreement,Consultant shall provide County with a dedicated data file suitable for importation into commercially available database software(e.g.,MS-Access or MS-SQL). The dedicated data file will be comprised of County's data contained in Consultant's system. The structure of the relational database will be specific to County's data and will not be representative of the Consultant's proprietary database. County shall pay Consultant for Services satisfactorily performed prorated to the date of termination. 14. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 15. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original,but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121. 16. Other Contract Requirements. a. Consultant shall be responsible for the completeness and accuracy of the Services, including all supporting data or other documents prepared or compiled in performance of the Services, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved the Services shall not relieve Consultant of any of its responsibilities. Consultant shall perform the Services in a skillful,professional and competent manner and in accordance with the standard of care, skill and diligence applicable to Consultants performing similar services. Consultant represents and warrants that it has the expertise and personnel necessary to properly perform the Services and covenants that its professional personnel are duly licensed to perform the Services within Colorado. This paragraph shall survive termination of this Agreement. b. Consultant agrees to work in an expeditious manner,within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. c. This Agreement constitutes an agreement for performance of the Services by Consultant as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee,master-servant,partnership,joint venture or any other relationship between County and Consultant except that of independent contractor. Consultant shall have no authority to bind County. The County acknowledges and agrees that this Agreement is not intended to be and shall not be construed as a franchise or business opportunity. d. Consultant represents and warrants that at all times in the performance of the Services, Consultant shall comply with any and all applicable laws, codes,rules and regulations. e. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. f. Consultant shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. g. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. h. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. i. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. j. Consultant shall maintain for a minimum of three years, adequate financial and other records for reporting to County. Consultant shall be subject to financial audit by federal, state or county auditors or their designees. Consultant authorizes such audits and inspections of records during normal business hours,upon 48 hours' notice to Consultant. Consultant shall fully cooperate during such audit or inspections. k. The signatories to this Agreement aver to their knowledge,no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Consultant has no beneficial interest, direct or indirect, that would conflict in any manner 8 or degree with the performance of the Services and Consultant shall not employ any person having such known interests. 1. The Consultant,if a natural person eighteen(18)years of age or older,hereby swears and affirms under penalty of perjury that he or she(i)is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii)to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this Agreement. 17. Prohibitions on Government Contracts. If Consultant has any employees or subcontractors, Consultant shall comply with C.R.S. 8-17.5-101, et. seq.,regarding Illegal Aliens-Public Contracts for Services, and this Agreement. By execution of this Agreement, Consultant certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Agreement and that Consultant will participate in the E-verify Program or other Department of Labor and Employment program("Department Program")in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Agreement. a. Consultant shall not: i. Knowingly employ or contract with an illegal alien to perform Services under this Agreement; or ii. Enter into a subcontract that fails to certify to Consultant that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. b. Consultant has confirmed the employment eligibility of all employees who are newly hired for employment to perform Services under this Agreement through participation in the E-Verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E-verify program can be found at: http://www.dhs.gov/xprevprot/programs/gc 1185221678150.shtm c. Consultant shall not use either the E-verify program or other Department Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. d. If Consultant obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, Consultant shall be required to: i. Notify the subcontractor and County within three (3) days that Consultant has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 9 ii. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop employing or contracting with the illegal alien; except that Consultant shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Consultant shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. 8-17.5-102(5). f. If Consultant violates these prohibitions, County may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Consultant shall be liable for actual and consequential damages to County as required by law. g. County will notify the Colorado Secretary of State if Consultant violates this provision of this Agreement and County terminates the Agreement for such breach. 18. Intellectual Property/Confidential Information: a. Intellectual property shall include trade secrets, copyrights,patents, technical information and any and all proprietary rights relating to the foregoing ("Intellectual Property"). Consultant shall have the right, but not the obligation, to file and prosecute all rights in and to any or all of its Intellectual Property, in its own name and at its own cost against any third parties whose activities (i) violate, infringe, unfairly complete with, or are likely to violate, infringe, or unfairly compete with any or all of the Software; or(ii) cause,or are likely to cause,harm, injury,or damage to, County or Consultant. b. Confidential information shall include copyrights, technical information provided by one party to another pursuant to this Agreement relating to the research, development, products, processes, business plans, customers, finances, suppliers or personnel data of a party ("Confidential Information"). Confidential Information does not include any information (i) known to the receiving party prior to it being provided; (ii) which has become publically known through no wrongful act of the receiving party; (iii) which the receiving party independently developed as evidenced by appropriate documentation; or (iv) of which the receiving party becomes aware from any third person with the lawful right to disclose such information to the receiving party. i. All County Confidential Information shall be held in strict confidence by Consultant during the term of this Agreement, and Consultant shall not, without County's prior written consent, (i) disclose such information to any person or entity other than to Consultant's employees or contractors legally bound to abide by the terms hereof and having a need to know such information in connection with Consultant's performance of its obligations hereunder, or(ii) use such information other than in connection with the performance of its obligations hereunder. Consultant understands and agrees that the unauthorized use or disclosure of County's Confidential Information may irreparably damage County. County shall be entitled to seek an injunction from any court having appropriate jurisdiction restraining Consultant from any unauthorized use or disclosure of County Confidential Information, subject to the exceptions set forth below in Section 18 c. The County will endeavor to notify Consultant in writing immediately upon transfer of any County Confidential Information to Consultant so 10 appropriate management procedures can be implemented. ii. All Consultant Confidential Information shall be held in strict confidence by County during the term of this Agreement, and County shall not, without Consultant's prior written consent, (i) disclose such information to any person or entity other than to County's employees or contractors legally bound to abide by the terms hereof and having a need to know such information in connection the County's performance of its obligations hereunder, or (ii) use such information other than in connection with the performance of its obligations hereunder. County understands and agrees that the unauthorized use or disclosure of Consultant Confidential Information may irreparably damage Consultant. Consultant shall be entitled to seek an injunction from any court having appropriate jurisdiction restraining County from any unauthorized use or disclosure of Consultant Confidential Information, subject to the exceptions set forth below in Section 18.c.The Consultant will endeavor to notify County in writing immediately upon transfer of any Consultant Confidential Information to County so appropriate management procedures can be implemented. c. Disclosure of County or Consultant Confidential Information shall not be precluded if: (i) Such disclosure is in response to a valid court order or other governmental body of the United States or any political subdivision thereof, or pursuant to the provisions of the Colorado Open Records Act; provided however, that the recipient of such confidential information shall first have given notice to the other party and allowed the other party an opportunity consistent with the timing set forth in the Colorado Open Records Act to obtain a protective order to avoid disclosure, or to require that the information to be disclosed be used only for the purposes for which the order was issued; (ii)such disclosure is necessary to establish rights to enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary for such purpose; or (iii) the recipient of such confidential information received the prior written consent to such disclosure from the disclosing party, but only to the extent permitted in such consent. d. Except as expressly provided in this Agreement, nothing in this Agreement will be deemed to grant a party any license, sublicense, copyright interest,proprietary right or other claim against or interest in the other party's copyrights,patents,trade secrets or other intellectual property. 19. Ownership,Protection and Security. a. The parties agree that Consultant's marks and the County's marks shall both be displayed on and through the Consultant's Systems. b. Ownership of any graphics, text, data or other information or content materials and all records and databases supplied or furnished by County hereunder for incorporation into or delivery through the applications described in this Agreement shall remain with the County, and Consultant shall case use of all such material upon termination of this Agreement. c. County acknowledges and agrees that nothing in this Agreement or any other agreement grants County any rights with respect to Consultant's System (source code or object code) other than the right to receive the Software license and the Maintenance and Support Services described in this Agreement. Consultant shall retain all ownership in the intellectual property and all other proprietary rights and interests associated with Consultant's System and all components thereof and associated 11 • documentation, except as provided herein. d. Consultant gives County a limited license during the term of this Agreement and any Renewal Term to use and reproduce Consultant's trademarks and logo for purposes of including such trademarks and logos in advertising and publicity materials and links solely as permitted hereunder. [REST OF PAGE INTENTIONALLY LEFT BLANK] 12 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER By: eith P. y ontag, County M. •.ger CONSULTANT: Government .b .com By: --- • int Name: Scott Le surneau Title: President 13 EXHIBIT A SCOPE OF SERVICES, SCHEDULE,FEES 1.0 Insight Enterprise Edition 1.1 License Subscription The County's licensefor the Insight Hiring Management Software(the"Software")includes the following functionality: Recruitment • Customized online job application • Accept job applications online • Online applications integration with current agency website • Online job announcements and descriptions • Automatic online job interest cards • Proactively search your applicant database • Real-time database of all applicant information • Recruitment and examination planning Selection • Create, store, an reuse supplemental questions in the Insight item bank • Screen applicants automatically as they apply • Define unique scoring plans per recruitment,or copy existing scoring plans • Test item bank(optional in TMS) • Conduct item analysis • Test processing • Test analysis and pass-point setting • Score, rank and refer applicants Applicant Tracking • Email and hardcopy notifications • EEO data collection and reports • Track applicants by step/hurdle • Schedule written, oral and other exams • Detailed applicant history record • Skills tracking and matching Reporting and Analysis • Collect and report on EEO data • Analyze and report on adverse impact and applicant flow • Track and analyze data such as time to hire, recruitment costs, staff workload, applicant quality, etc. • Over 80 standard system reports • Ad Hoc reporting tool HR Automation 14 • Create and route job requisitions • Refer and certify applicants electronically • Scan paper application materials Customer Support: During the term of the license,the County will be provided: Unlimited customer support both on-line and by telephone Monday through Friday 6:00 a.m.— 6:00 p.m. PT(excluding holidays). Product Upgrades to Licensed Software: Customer shall receive all product upgrades to purchased Software package. Product upgrades are automatic and available upon the next login following a product upgrade rollout. Product upgrade rollouts are generally released every three months. 1.2 Training The County will have full access to the Consultant's training environment. Additionally, the County has full access to Consultant's customer support help desk during the training to help new users fully utilize the Software. 15 EXHIBIT B Insurance Certificate 16 99,9 Govetrnmentjobs.Com, Inc.dba Neogov Certificate of Insurance (page 1 of 1) 10/27/2014 11:29:09 AM ACC:We CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) ft..."' 10/27/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: PHONE 000 Techlnsurance IA/C.No.Ex : 800-668 7020 /c,No): (877)826 9067 :::Techlnsurance 1301 Central Expy.South,Suite 115 EDDRIESS: Allen,TX 75013 PRODUCER CUSTOMER ID#; INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: Hartford Casualty Insurance Company 29424 Governmentjobs.Com, Inc.dba Neogov INSURER B: Hartford Insurance Company of the Midwest 37478 222 N Sepulveda Blvd Ste 2000 INSURER c: InsureTrust 00000 222 N Sepulveda Blvd Ste 2000 INSURER D: The Hartford 30104 El Segundo,CA 90245 INSURER E: Lloyd's/CFC Underwriting 99998 INSURER F: CNA Insurance Companies 20443 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: i THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MM/DD/YYYYI IMMIDDIYYYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 ✓ COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED 300,000 PREMISES(Ea occurrence) $ CLAIMS-MADE ✓ OCCUR MED EXP(Any one person) $ 10,000 A 46SBABE9434 1/25/2014 1/25/2015 PERSONAL&ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000,000 GE 'L AGGREGATE LIMIT APPLIES PER. PRODUCTS-COMP/OP AGG $ 4,000,000 PRO- ✓ POLICY .__ JECT LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ✓ ANY AUTO (Ea accident) $ 1,000,000 BODILY INJURY(Per person) $ ✓ ALL OWNED AUTOS BODILY INJURY(Per accident) $ - F SCHEDULED AUTOS 5088150020 6/5/2014 6/5/2015 PROPERTY DAMAGE ✓ HIRED AUTOS (Per accident) $ ✓ NON-OWNED AUTOS $ i UMBRELLA LIAB ✓ OCCUR EACH OCCURRENCE $ 1,000,000 EXCESS LIAB A CLAIMS-MADE 46SBABE9434 1/25/2014 1/25/2015 AGGREGATE $ 1,000,000 DEDUCTIBLE $ ✓ RETENTION $ 10,000 $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS'LIABILITY Y/N `� TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 B OFFICER/MEMBER EXCLUDED? N N/A 46WECGI8195 1/25/2014 1/25/2015 — (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 E Professional Liability(Errors and Omissions) ESC00068280 1/25/2014 1/25/2015 Occurrence/Aggregate $3,000,000/$3,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) Certificate Holder is named as Additional Insured as their interests may appear in regards to general liability,automobile liability and umbrella excess liability C:Excess Professional Liability EO MAN779123012014 1/25/2014-1/25/2015 Occurrence:$3,000,000 Aggregate:$3,000,000 Retention: D: Employment Practices Liability P000H003001212 11/7/2013-11/7/2014$1,000,000 D:ERISA Bond 46BDDGV8065 10/14/2014-10/14/2017$80,000 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Eagle County Government THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN P.O.Box 850 ACCORDANCE WITH THE POLICY PROVISIONS. 500 Broadway Eagle,CO 81631 AUTHORIZED REPRESENTATIVE I ©1988-2009 ACORD CORPORATION. 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