Contract No.10257 (CCS)
CONTRACTUAL SERVICES AGREEMENT 1262
This Contractual Services Agreement ("Contract"), entered into this day of May _ 2016 ("Execution Date"), by and between the CITY OF SANTA MONICA, a municipal corporation ("City"), and Governmentjobs.com dba NEOGOV "NEOGOV"), is made with reference to the following:
RECITALS:
A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.
B. NEOGOV is qualified to do business, and is doing business, in the State of California. NEOGOV represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Contract.
C. The City and NEOGOV desire to enter into an agreement for the NEOGOV to provide contractual services to the City as set forth herein, upon the terms and conditions set forth below.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:
TERMS AND CONDITIONS
1. Term. This Agreement begins on the Execution Date and terminates two years after the execution date, unless sooner terminated in accordance with Section 14.
2. NEOGOV Services. NEOGOV will perform all of the services ("Services") described in Exhibit A, Scope of Services. NEOGOV will complete the Services in accordance with Exhibit B, Budget.
3. City Services. The City agrees to:
3.1 Make available to NEOGOV any currently existing documents, data or information required for the performance of the Services.
3.2 Designate a representative authorized to act on behalf of City.
3.3 Promptly examine and render findings on all documents submitted for staff review by NEOGOV.
4. Compensation. The City will compensate NEOGOV for the Services performed in an amount not to exceed Thirty Six Thousand Dollars ($36,000), for the term of this agreement in accordance with Budget attached as Exhibit B.
5. Invoices. NEOGOV will invoice the City for the Services in accordance with Exhibit B and the City will pay any undisputed amount within 30 days of receipt. - 1-
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6. Notices. All notices, demands, requests or approvals to be given under this Agreement, must be in writing and will be deemed served when delivered personally, by email, or on the third business day after deposit in the United States mail, postage prepaid, registered or certified, addressed as follows:
6.1 All notices, demands, requests or approvals to the City:
Human Resources Department
City of Santa Monica
1685 Main Street, Room 101
Santa Monica, California 90401
Attention: Director of Human Resources
Re: Contract No. 10257
with a copy to:
Santa Monica City Attorney's Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: Contract No. 10257
6.2 All notices, demands, requests or approvals to NEOGOV:
Governmentjobs.com dba NEOGOV
222 N. Sepulveda Blvd, Suite 200
El Segundo, CA 90245
Re: Contract No. 10257
7. Independent Parties. Both parties to this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers of one another.
Neither the City nor its officers or employees will have any control over the conduct of NEOGOV or any of NEOGOV's agents, employees, or subconsultants, except as otherwise provided in this Agreement.
8. Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement.
This Agreement may be modified only by written agreement signed by City and NEOGOV, and approved as to form by the City Attorney.
9. Insurance. Prior to commencing work, NEOGOV must procure, maintain and pay for insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the Services by NEOGOV or NEOGOV's agents, representatives, employees or subconsultants for the duration of -2-
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this Agreement. NEOGOV must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit C, Insurance Requirements and Verifications.
10. Defense and Indemnification.
10.1 NEOGOV agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, boards and commissions, and employees (collectively, "City") from and against any and all liability, claims, demands, damages, or costs, including but not limited to attorney's fees, or payments for injury to any person or property (collectively, "Losses") caused or claimed to be caused by the act, errors, and/or omissions of NEOGOV, or NEOGOV's employees, agents, officers, and subconsultants. NEOGOV's responsibilities under this Section
10.1 include liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts ot omissions of the City, which may be in combination with the acts or omissions of NEOGOV, its employees, agents or officers, or subconsultants; provided, however, that NEOGOV's duty to defend, indemnify, protect and hold harmless shall not include any Losses arising from the sole negligence or willful misconduct of the City.
Notwithstanding NEOGOV's obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from NEOGOV, if City chooses to do so.
10.2 Enforcement Costs. NEOGOV agrees to pay any and all costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 10.1.
11. Prohibition Against Transfers.
11.1 NEOGOV may not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any attempt to do so without the City's consent will be null and void, and any assignee, hypothecatee or transferee acquires no right or interest by reason of such attempted assignment, hypothecation or transfer.
11.2 The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of NEOGOV or of any general partner or joint venturer or syndicate member of NEOGOV, if a partnership or joint venture or syndicate exists, which results in changing the control of NEOGOV, will be construed as an assignment of this Agreement. Control means 50% or more of the voting power of the corporation.
12. Permits and Licenses. NEOGOV, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates.
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13. Waiver. A waiver of any breach of this Agreement may not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Agreement.
14. Default and Termination.
14.1 IfNEOGOV fails or refuses to perform any of the provisions of this Agreement, and if the default is not cured within a period of five days after the City's written notice of default specifying the nature of the default, City may immediately terminate this Agreement by written notice to NEOGOV.
14.2 The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving ten days' written notice to NEOGOV. Upon termination of this Agreement, City will pay NEOGOV any compensation earned and unpaid up to the effective date of termination.
15. Compliance with Law. NEOGOV must comply with all laws of the State of California and the United States, and all ordinances, rules and regulations enacted or issued by City.
16. Discrimination. NEOGOV may not discriminate in the provision of services hereunder because of race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability.
17. Nuisance. NEOGOV may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement.
18. Records.
18.1 NEOGOV must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any services provided where compensation is on the basis of hourly rates, subconsultant costs, or other direct costs. NEOGOV must keep the records, together with supporting documents, separate from other documents and records and maintain them for a period of three years after receipt of final payment.
18.2 NEOGOV must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles.
NEOGOV must clearly identify all records and make them readily accessible to the City. At the City's request, NEOGOV must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.
18.3 NEOGOV must allow the City to have free access to NEOGOV's books and records and to inspect all work, data, documents, proceedings and activities related to this Agreement. The City has the right to examine or audit NEOGOV's records, and NEOGOV agrees to cooperate with any examination - 4-
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or audit of its records. If a City audit discloses an error of 5% or more in information reported by NEOGOV, NEOGOV agrees to pay the cost of the City's audit computed on the basis of four times the direct payroll of the audit staff completing the audit and audit report.
19. Work Product; Reports.
19.1 Any work product prepared or caused to be prepared by NEOGOV or any subconsultant for this Agreement will be the exclusive property of City. No work product given to or prepared by NEOGOV or any subconsultant pursuant to this Agreement may be made available to any individual or organization by NEOGOV without prior written approval by City.
19.2 At the City's request, NEOGOV must furnish reports concerning the status of the Services.
20. Standard of Care. NEOGOV agrees to provide all Services, including services performed by any subconsultant, in a manner consistent with the level of care and skill ordinarily exercised by members of NEOGOV's profession currently practicing in the same locality under similar conditions.
21. Subconsultants.
21.1 IfNEOGOV proposes to have any subconsultant perform any part of the Services, NEOGOV must submit a request for approval in writing, describing the scope of work to be subcontracted, the name of the proposed subconsultant, and the total price or hourly rates used in preparing an estimated cost for the subconsultant's services. The City, in its sole discretion, may grant or deny the request.
21.2 NEOGOV will be responsible for the quality of any subconsultant's work. Every subcontract or agreement of any kind entered into between NEOGOV and any subconsultant (or between any subconsultant and others) must contain the following provision:
This agreement is consistent with all terms and conditions of the Agreement No. 10257 (CCS) entered into between the City of Santa Monica and Governmentjobs.com dba NEOGOV on
22. Governing Law. The laws of the State of California, without regard to any choice of law provisions, will govern this Agreement.
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23. Venue and Jurisdiction. The City and NEOGOV agree that the Services will take place in Los Angeles County. Any litigation arising out of this Agreement may only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate. The parties agree that venue exists in either court, and each party expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Agreement.
24. Survival of Provisions and Obligations. Any provision of this Agreement, which by its nature must be exercised after termination of this Agreement, will survive termination and remain effective for a reasonable time. Any obligation that accrued prior to termination of this Agreement will survive termination of this Agreement.
25. Exhibits. The following exhibits are incorporated by reference into this Contract as though fully set forth herein.
Exhibit A Scope of Services
Exhibit B Budget
Exhibit C Insurance Requirements
In witness whereof, the parties have caused this Agreement to be executed the day and year first above written.
CITY OF SANTA MONICA,
ATTEST: a municipal corporati
denni Andeem Varu
DENISE ANDERSON-WARREN RICK COLE
City Clerk City Manager
APPROVED AS TO FORM:
Malar
MARSHA JØNES MOUTRIE
City Attorney
Governmentjobs.com dba NEOGOV
By: _
Name: _ Damir Davidovic
Title: CEO
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Exhibit A
Scope of Services
Insight Enterprise Software License Subscription includes:
Recruitment
Customized online job application
Online acceptance of job applications
Online integrations with current City website and mobile site Online job announcements and descriptions
Feature automatic job interest cards
Refined search parameters of applicant database
Database accessible in a variety of media and information is real-time Planning functions for Recruitment and examinations
Selection
Create, store, and reuse supplemental questions in Insight Automatic Applicant Screening
Create, store and reuse scoring plans in Insight
Supplemental question bank
Test processing
Test analysis and pass point setting
Score, rank and refer applicants
Applicant Tracking
Email and hardcopy notifications
EEO Data Collections and reports
Applicant tracking by step
Capability to schedule written and oral exams
Detailed applicant history record
Skills tracking and matching
Reporting and Analysis
Collection and report on EEO data
Track, analyze and report on applicant flow, time-to-hire, recruitment costs, staff workload, applicant quality, etc.
Ad Hoc reporting tool
HR Automation
Create and route job requisitions
Refer and certify applicants electronically
Scan paper application materials
Unlimited Customer Support
Free, Unlimited Advertising on Governmentjobs.com
Real-Time Product Upgrades to Licensed Software
Exhibit B
Budget
Monthly renewal for City Insight Enterprise Software License 4/14/2016-4/13/2017 12 Months $18000.00
4/14/2017-4/13/2018 12 Months $18000.00
The City will compensate NEOGOV for the Services performed in Exhibit A in an amount not to exceed Thirty Six Thousand Dollars ($36,000), for the term of this agreement.
Exhibit C
Insurance Requirements and Verifications
NEOGOV shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by NEOGOV, its agents, representatives, employees or subcontractors.
Minimum Scope/Limits of Insurance
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal and advertising injury, with limits of no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the eneral aggregate limit shall apply separately to this project/location or the genera gregate limit shall be twice the required occurrence limit
2. Professional Liability: Insurance appropriate to NEOGOV's profession with a limit of not less than $1,000,000 each claim/$2,000,000 in the annual aggregate (see footnote #I).
If NEOGOV maintains higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to coverage for the higher limits maintained by NEOGOV. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Monica.
Other Insurance Provisions
1. The policies are to contain, or be endorsed to contain, the following provisions:
a. Additional Insured Status (CGL): The City of Santa Monica, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of NEOGOV including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to NEOGOV's insurance at least as broad as Insurance Services Office Form CG 20 10 11 85.
b. Primary Coverage (CGL, Auto, and Professional Liability): For any claims related to this contract, NEOGOV's insurance shall be primary as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self- insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of NEOGOV's insurance and shall not contribute with it.
c. Notice of Cancellation (all policies): Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica.
d. Waiver of Subrogation (all policies): NEOGOV hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said NEOGOV may acquire against the City of Santa Monica by virtue of payment of any loss.
NEOGOV agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer.
Deductibles and Self Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City of Santa Monica. The City of Santa Monica may require NEOGOV to purchase coverage with a lower deductible or retention or provide satisfactory proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to the City of Santa Monica.
Claims Made Policies
1. If the Professional Liability policy provides "claims made" coverage:
a. The Retroactive Date must be shown, and must be before the date of this Agreement or the start of work.
b. The insurance must be maintained and evidence of insurance must be provided for at least 5 years after completion of work.
If the policy is cancelled or not renewed, and not replaced with another "claims made" policy form with a Retroactive Date prior to the effective Agreement date, NEOGOV must purchase "extended reporting" coverage for a minimum of 5 years after completion of work.
Verification of Coverage
NEOGOV shall furnish the City of Santa Monica with original certificates and amendatory endorsements or copies of the applicable policy language providing the insurance coverage required herein. All certificates and endorsements are to be received and approved by the City of Santa Monica before work commences. However, failure to obtain required documents prior to the work beginning shall not waive NEOGOV's obligation to provide them. The City of Santa Monica reserves the right to require complete, certified copies of all required insurance policies, including the endorsements required herein, at any time.
Failure to Maintain Insurance Coverage
If NEOGOV, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of contract. The City of Santa Monica, at its sole option, may terminate this Agreement and obtain damages from NEOGOV resulting from said breach. Alternatively, the City of Santa Monica may purchase such coverage (but has no special obligation to do so), and without further notice to NEOGOV, the City may deduct from sums due to NEOGOV any premium costs advanced by the City for such insurance.
Subcontractors
NEOGOV shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. All exceptions must be approved in writing by the Risk Manager.
Footnotes
Professional Liability insurance is required if NEOGOV is providing a professional service regulated by the State (e.g., insurance agents, doctors, lawyers, architects, engineers, certified public accountants, etc.). However, some Consultants, such as software designers, claims administrators, or human resources professionals, should also carry Professional Liability insurance. Contact Risk Management for guidance.