HomeMy WebLinkAboutNEOGOV SERVICE AGREEMENT
"
L
Service Aereement
THIS ON-LINE SERVICES AGREEMENT (this "Agreement") is made and entered into this :9-1 day of
~7 O~A-1 ,2008, by and between GovernmentJobs.com, Inc., a California corporation (d/b/a
"NEOGOV"), Augusta, Georgia, a political subdivision of the State of Georgia, with its place of business at 530
Greene Street, Augusta, GA U.S.A., 30911
("Customer").
1. Provision of On-line Services.
(a) Customer hereby engages NEOGOV, and NEOGOV hereby agrees (subject to the terms and conditions set forth
herein), to provide the services (the "Services") more fully described in this Agreement and in Exhibit A (Order Form).
Customer hereby acknowledges and agrees that NEOGOV's provision and performance of the Services is dependent and
conditioned upon Customer's full performance of its duties, obligations and responsibilities hereunder.
2. Additional NEOGOV Responsibilities. In connection with the performance ofthis Agreement, NEOGOV shall be
responsible for the following:
(a) NEOGOV shall provide all required hosting and operations support for the applications provided through this
agreement.
(b) NEOGOV shall follow those support, maintenance and other procedures and shall provide those support,
maintenance and other services to Customer more fully described in this Agreement.
3. Customer Responsibilities. In connection with the performance ofthis Agreement and the provision of the Services,
Customer shall be responsible for the following:
(a) NEOGOV's logos, including the "powered by" logo, may appear on the "employment opportunities", "job
description" and other pages of Customer's web site.
(b) Customer shall be responsible for ensuring that Customer's use of the Services and the performance of Customer's
other obligations hereunder comply with all laws applicable to Customer.
(c) Customer shall be respons~le, as between NEOGOV and Customer, for the accuracy and completeness of all
records and databases provided by Customer in connection with this Agreement for use on NEOGOV's system.
4. Ownership. Protection and Securitv.
(a) The parties agree that the NEOGOV marks and the Customer marks shall both be displayed on and through
NEOGOV's system(s).
(b) Ownership of any graphics, text, data or other information or content materials and all records and databases
supplied or furnished by Customer hereunder for incorporation into or delivery through the application(s) described in
this agreement shall remain with Customer, and NEOGOV shall cease use of all such material upon termination of this
Agreement.
(c) Customer acknowledges and agrees that nothing in this Agreement or any other agreement grants Customer any
licenses or other rights with respect to NEOGOV's software system (source code or object code) other than the right to
receive Services as expressly provided herein. NEOGOV shall retain all ownership in the intellectual property and all
other proprietary rights and interests associated with NEOGOV's software system and Services and all components
thereof and associated documentation, except as expressly provided herein.
NEOGOV, Inc.
Proprietary and Confidential
Page 1 of 16
(d) NEOGOV grants to Customer a limited license during the term ofthis Agreement to use and reproduce NEOGOV's
trademarks and logos for purposes of including such trademarks and logos in advertising and publicity materials and links
solely as permitted hereunder. All uses of such trademarks and logos shall conform to Customer's standard guidelines
and requirements for use of such trademarks and logos.
5. NEOGOV Representations and Warranties.
(a) Service Performance Warranty. NEOGOV warrants that it will perform the Services in a manner consistent with
industry standards reasonably applicable to the performance thereof.
(b) No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 5, THE
SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND CUSTOMER'S USE OF THE SERVICES IS AT ITS
OWN RISK. NEOGOV DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS
AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND
ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NEOGOV
DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY
SECURE.
(c) Disclaimer of Actions Caused by and/or Under the Control of Third Parties. NEOGOV DOES NOT AND
CANNOT CONTROL THE FLOW OF DATA TO OR FROM THE NEOGOV SYSTEM AND OTHER PORTIONS
OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET
SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF
SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT CUSTOMER'S CONNECTIONS TO THE INTERNET (OR
PORTIONS THEREOF). ALTHOUGH NEOGOV WILL USE COMMERCIALLY REASONABLE EFFORTS TO
TAKE ALL ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND A VOID SUCH EVENTS, NEOGOV
CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, NEOGOV DISCLAIMS
ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.
6. Publicitv. Following execution of this Agreement, the parties hereto may issue a press release, the form and
substance of which shall be mutually agreeable to the parties, announcing the relationship created by this Agreement.
Except as expressly contemplated herein, neither party shall issue any additional press release which mentions the other
party or the transactions contemplated by this Agreement without the prior consent ofthe other party, which consent shall
not be unreasonably withheld.
7. Nondisclosure. Through exercise of each party's rights under this Agreement, each party may be exposed to the
other party's technical, financial, business, marketing, planning, and other information and data, in written, oral,
electronic, magnetic, photographic and/or other forms, including but not limited to (i) oral and written communications of
one party with the officers and staff of the other party which are marked or identified as confidential or secret or similarly
marked or identified and (ii) other communications which a reasonable person would recognize from the surrounding
facts and circumstances to be confidential or secret ("Confidential Information") and trade secrets. In recognition of the
other party's need to protect its legitimate business interests, each party hereby covenants and agrees that it shall regard
and treat each item of information or data constituting a trade secret or Confidential Information of the other party as
strictly confidential and wholly owned by such other party and that it will not, without the express prior written consent of
the other party or except as required by law including the Public Records Act of the State of Georgia, redistribute,
market, publish, disclose or divulge to any other person, firm or entity, or use or modify for use, directly or indirectly in
any way for any person or entity: (i) any of the other party's Confidential Information during the term of this Agreement
and for a period of three (3) years after the termination of this Agreement or, if later, from the last date Services
(including any warranty work) are performed by the disclosing party hereunder; and (ii) any of the other party's trade
secrets at any time during which such information shall constitute a trade secret under applicable law.
NEOGOV, Inc.
Proprietary and Confidential
Page 2 of 16
8. Liabilitv Limitations.
(a) If promptly notified in writing of any action brought against Customer based on a claim that NEOGOV's Services
infringe a United States patent, copyright or trademark right of a third party (except to the extent such claim or
infringement relates to any third party software incorporated into NEOGOV's applications), NEOGOV will defend such
action at its expense and will pay any and all fees, costs or damages that may be finally awarded in such action or any
settlement resulting from such action (provided that Customer shall permit NEOGOV to control the defense of such
action and shall not make any compromise, admission of liability or settlement or take any other action impairing the
defense of such claim without NEOGOV's prior written approval).
(b) Customer acknowledges and agrees: (i) that NEOGOV has no proprietary, financial, or other interest in the goods or
services that may be described in or offered through Customer's web site; and (ii) that except with respect to any material
supplied by NEOGOV, Customer is solely responsible (as between NEOGOV and Customer) for the content, quality,
performance, and all other aspects of the goods or services and the information or other content contained in or provided
through Customer's web site.
(c) OTHER THAN THOSE W ARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, NEOGOV
DOES NOT MAKE ANY WARRANTIES TO CUSTOMER OR ANY OTHER PERSON OR ENTITY, EITHER
EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMIT A TION, ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH RESPECT TO THE
SERVICES PROVIDED HEREUNDER. NEOGOV SHALL NOT BE LIABLE TO CUSTOMER OR TO ANY
OTHER PERSON OR ENTITY, UNDER ANY CIRCUMSTANCE OR DUE TO ANY EVENT WHATSOEVER,
FOR CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMIT A TION, LOSS OF
PROFIT, LOSS OF USE OR BUSINESS STOPPAGE.
(d) Under no circumstances shall NEOGOV's total liability to Customer or any other person, regardless ofthe nature of
the claim or form of act ion (whether arising in contract, tort, strict liability or otherwise), exceed the aggregate amount of
fees and revenue received by NEOGOV hereunder for the prior twelve (12) month period; provided, however that the
foregoing limitations set forth in this Section 8(d) shall not apply to actions brought under 8(a) above or to any injury to
persons or damages to property arising out ofNEOGOV's gross negligence or willful, gross misconduct.
9. Term and Termination.
(a) This Agreement shall commence as of the date hereof and remain in effect for twelve (12) months unless terminated
by either party as set forth herein ("Initial Term").
(b) This Agreement will be renewed automatically for additional terms ("Renewal Term") equal in duration to the Initial
Term unless Customer notifies NEOGOV at least thirty (30) days prior to the end of the Initial Term or a Renewal Term
that no additional term is desired.
(c) NEOGOV reserves the right to terminate this Agreement immediately if the Services provided hereunder become
illegal or contrary to any applicable law, rule, regulation or public policy. Each party shall have the right to terminate this
Agreement upon sixty (60) days prior written notice to the other party.
(d) Within sixty (60) days of notification of termination of this Agreement, NEOGOV shall provide Customer with a
dedicated data files suitable for importation into commercially available database software (e.g., MS-Access or MS-SQL)
The dedicated data files will be comprised of Customer's data contained in NEOGOV's system. The structure of the
relational database will be specific to the Customer's data and will not be representative of the proprietary NEOGOV
database.
(e) Within sixty (60) days of notification of termination of this Agreement, and following written confirmation of the
receipt of data described in item 9(d) above, NEOGOV shall delete all Customer data that is contained within their
NEOGOV, Inc.
Proprietary and Confidential
Page 3 of 16
system and shall delete all other materials, whether digital, written, or otherwise, originating with Customer that are not
required for internal record-keeping and accounting purposes. This requirement includes all information stored on active
servers and databases and does not extend to historical backup copies of information.
10. Pavments.
(a) Initial Term. See Exhibit A (Order Form) and Exhibit B (Tentative Project Implementation and Billing Schedule).
(b) Renewal Term(s). For each Renewal Term, NEOGOV will continue to provide Customer with the Services, and will
provide maintenance and support services as described herein, provided Customer issues a purchase order or
modification to this Agreement and pays NEOGOV in advance the annual recurring charges then in effect. Ifthere is an
increase in annual maintenance and support charges, NEOGOV shall give Customer written notice of such increase at
least thirty (30) days prior to the expiration of the applicable term. Increase may not exceed 2% annually.
(c) Penalty Clause. NEOGOV is contractually obligated to provide software and implementation support for this project
and to satisfy the requirements specified in Exhibit A. Customer and NEOGOV consent to work conscientiously and
cooperatively in order to achieve implementation by the established "Ready for Live" and "Go Live" dates as set forth in
the Project Schedule attached as Exhibit B. "Ready for Live" is defined as the date on which NEOGOV has prepared a
production environment for Customer's use and has notified Customer in writing that the environment is ready for
Customer to commence using the software for business purposes. "Go-Live is defined as the date on which the Customer
actually begins to use the software for business use. For each workday that implementation is delayed beyond the agreed-
upon Ready for Live date, NEOGOV agrees to pay Customer liquidated damages of $1 00 per day provided that the
delay in Ready for Live was not attributable any of the conditions described in Items 1-3 of this section. Customer agrees
to submit to NEOGOV, in writing, any issues that may impact the Ready for Live that are believed to be NEOGOV's
responsibility and may therefore increase the likelihood of a penalty being invoked. Customer shall identify these issues
as soon as possible so that corrective action can be taken by NEOGOV. The penalty shall not apply under the following
circumstances:
1. The Ready for Live date was extended or moved by mutual consent of Customer and NEOGOV. If the
Ready for Live date is extended or moved by written mutual consent of both parties, then penalties will
accrue beginning on the new Ready for Live date.
2. Customer did not meet requirements or objectives required in order to facilitate Ready for Live as
scheduled (including failure to order equipment that was the Customer's responsibility to order, or failure
to set up said equipment, or provide specific information by a particular due date). Such failure by the
Customer must be documented in writing by NEOGOV as soon as possible so that corrective action can be
taken.
3. Customer failed to notifyNEOGOV of additional requirements which, when identified, impacted the Ready
for Live date ofthe project. Such failure by the Customer must be documented in writing by NEOGOV by
NEOGOV as soon as possible so that corrective action can be taken.
Ifsaid penalties are enacted, all penalties will become due and payable upon failure to meet the Ready for Live date and
shall accrue until paid in full. Additional services and/or licenses may be accepted as payment provided that this type of
restitution is acceptable to the Customer.
11. Force Maieure. NEOGOV shall not be liable for any damages, costs, expenses or other consequences incurred by
Customer or by any other person or entity as a result of delay in or inability to deliver any Services due to circumstances
or events beyond NEOGOV's reasonable control, including, without limitation: (i) acts of God; (ii) changes in or in the
interpretation of any law, rule, regulation or ordinance; (iii) strikes, lockouts or other labor problems; (iv) transportation
delays; (v) unavailability of supplies or materials; (vi) fire or explosion; (vii) riot, military action or usurped power; or
(viii) actions or failures to act on the part of a governmental authority.
NEOGOV, Inc.
Proprietary and Confidential
Page 4 of 16
12. Pil!l!vback Clause. It is understood and agreed by Customer and NEOGOV that any governmental entity may
purchase the services specified herein in accordance with the prices, terms, and conditions of this agreement. It is also
understood and agreed that each local entity will establish its own contract with NEOGOV, be invoiced therefrom and
make its own payments to NEOGOV in accordance with the terms of the contract established between the new
governmental entity and NEOGOV. It is also hereby mutually understood and agreed that Customer is not a legally
bound party to any contractual agreement made between NEOGOV and any entity other than Customer.
13. Miscellaneous.
(a) Assignment. Either party may not assign its rights or obligations under this Agreement without the prior written
consent of the other party.
(b) Modification'--.This Agreement may not be modified or amended (and no rights hereunder may be waived)
except through a written instrument signed by the party to be bound.
(c) Entire Agreement" This Agreement constitutes the entire agreement between the parties with respect to the
subject matter hereof.
(d) Governing Law" This Agreement shall be governed by and construed in accordance with the laws of the State
of Georgia. All claims, disputes and other matters in question between the City and the Vendor arising out of, or
relating to, this Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County,
Georgia. Vendor, by executing this Agreement, specifically consents to venue and jurisdiction in Richmond
County, Georgia and waives any right to contest jurisdiction and venue in said Court.
(e) System Technical Security - NEOGOV asserts that their system adheres and shall continue to adhere to the
security considerations as described in Exhibit C of this agreement.
(f) Limit oflntent of Agreement. Customer acknowledges and agrees that this Agreement is not intended to be and
shall not be construed to be a franchise or business opportunity.
14. Notices.
All notices required hereunder shall be given in writing to the following addresses or such other addresses as the parties
may designate by written notice:
To the Customer:
Tameka Allen, IT Director
530 Greene Street, A-I 0 1
Augusta, GA 30901
T: 706.821.2522
F: 706.821.2530
Copies to:
Fred Russell, City Administrator
530 Greene Street, Room 801
Augusta, GA 30901
T: 706.821.2400
To NEOGOV:
NEOGOV
Scott Letourneau, President
222 N. Sepulveda Blvd Ste 2000
EI Segundo, CA 90245
T: 310-426-6304 x103
F: 310-426-6305
NEOGOV, Inc.
Proprietary and Confidential
Page 5 of 16
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized
officers as of the date set forth above.
Customer
Signature:
Cy ~ f^
1/ t:3}:::' r::;, core IJ t#\ II tj f-,
Print Name:
Title:
Date:
Attest:
Attest Date:
GovernmentJobs.com, Inc., a California corporation
Signature:
OUi1/v'''),V ~ C/
DAM ~(C DAN \ Oo\lt Q
CE..IQ
515" I M
Print Name:
Title:
Date:
NEOGOV, Inc.
Proprietary and Confidential
Page 6 of 16
Order Form
NEOGOV'"
Customer:
EXHIBIT A - ORDER FORM
Bill To:
Augusta. GA
Augusta. GA
Quote Date:
Valid From:
Valid To:
Re uested Service Date:
12/04/08 Revision:
12/04/08
01/04/08 Order Number:
TBD Initial Term:
12 Months
Item
Cost
$17,000.00
Software Cost
1.1 Insight Enterprise License includes:
. Unlimited Agency Site License
. Unlimited Users (HR and Agency)
. Unlimited Applications
. Unlimited Customer Support
. Unlimited Technical Support
. Unlimited System Maintenance
· Unlimited Quarterly Enhancement Upgrades (including free online
upgrade trainings & updated user guides)
. Unlimited access to 8 free online training per month, 16 free online
self-guided tutorials, 2 free new user online training per month,
unlimited access to the NEOGOV Customer Network User Forum
with over 230 a encies as members - 25,000 users
1.2 Management/Implementation Cost
Includes all required hours and/or cost items for implementation of NEOGOV
Insi ht Enter rise.
1.3 Training Cost
Includes unlimited online user training as well as access to the NEOGOV
On oin Learnin Mana ement OLM ro ram.
1.4 Conversion of Existing Data
Assumes delivery of "clean data" from the City. Conversion data implies active
applicants and active eligible lists. Final scope TBD between City of Augusta
and NEOGOV.
Annual Support (starting 2" year)
Insight Enterprise license includes maintenance, unlimited support, and hosting
services.
Hardware Costs
Insight Enterprise is 100% Web-based and designed for users to simply connect
via the Internet using a Web browser. No additional components (hardware, or
software) or plug-ins are necessary to manage system activities. Insight users are
required to have Internet Explorer 5.5 or higher. For HR staff sending hardcopy
notices or exporting reports, Microsoft Word or WordPerfect and Microsoft Excel
are necessary. Applicants can access the online application using any web
browser.
$10,000.00
$2,500.00
N/A
$17,000
N/A
NEOGOV, Inc.
Proprietary and Confidential
Page 7 of 16
Order Form
N EOGOV'"
IMore detailed descriptions of the services are contained in the order detail for each service, which are incorporated
herein and made a part hereofbv this reference.
Software is expected to operate per the Software and System Requirements found in Augusta RFP 08-120, for which
NEOGOV submitted a proposal on May 14,2008, except those requirements noted in the NEOGOV response as
unavailable. NEOGOV response to RFP 08-120 is hereby incorporated by reference and the Software and System
Requirements of said RFP shall take precedence over the Order Detail described below in the event of conflict
except where NEOGOV and the Customer are in mutual agreement otherwise.
Order Detail
1.0 Insight Enterprise Edition
1.1 License Subscription
The Customer's subscription to the Insight Hiring Management Software includes the
following functionality:
Recruitment
. Customized online job application
. Accept job applications online
. Online applications integration with current agency website
. Online job announcements and descriptions
. Automatic online job interest cards
. Proactively search your applicant database
. Real-time database of all applicant information
. Recruitment and examination planning
Selection
. Create, store, and reuse supplemental questions in the Insight item bank
. Screen applicants automatically as they apply
. Define unique scoring plans per recruitment, or copy existing scoring plans
. Test Item bank (optional in TMS)
. Conduct item analysis
. Test processing (automatically input Scantron test data sheets)*
. Test analysis and pass-point setting
. Score, rank, and refer applicants
Applicant Tracking
. Email and hardcopy notifications
. EEO Data collection and reports
. Track applicants by step/hurdle
. Schedule written, oral, and other exams
. Detailed applicant history record
. Skills tracking and matching
Reporting and Analysis
. Collect and report on EEO data
. Analyze and report on adverse impact and applicant flow
NEOGOV, Inc.
Proprietary and Confidential
Page 8 of 16
Order Form
NEOGOV'"
. Track and analyze data such as time-to-hire, recruitment costs, staff workload,
applicant quality, etc.
. Over 80 standard system reports
. Ad Hoc reporting tool
HR Automation
. Create and route job requisitions
. Refer and certify applicants electronically
· Scan paper application materials
* Cost of the scanner is not included unless listed on Exhibit A - ORDER FORM
* Requires a Scantron or similar Optical Mark Reader (OMR) scanner, special forms,
form set-up, and scanner software, which are not included unless listed on Exhibit A
- ORDER FORM
Additionally, during the term of the subscription, the Customer will be provided:
Unlimited Customer Support (6:00 AM - 6:00 PM PT)
Customer Support shall be provided to the Customer both on-line and by telephone
Monday - Friday, 6:00 AM - 6:00 PM PT (excluding NEOGOV holidays).
Product Upgrades to Licensed Software
Customer shall receive all product upgrades to purchased package. Product upgrades are
automatic and available upon the next login following a product upgrade rollout. Product
upgrade rollouts are generally released every three months.
1.2 Provisioninglimplementation
The following activities are conducted as part of the Insight Enterprise implementation
· Conduct a project kick off meeting to review the project timeline, deliverables, and
establish project expectations
· NEOGOV will establish an Agency-specific training environment that will be used
during training and post-training to allow the Agency to learn the system and begin
defining new roles, responsibilities, and activities within the HR staff
· NEOGOV will conduct eight hours of on line instructor led training. NEOGOV will
provide all required user exercises and user guides to the Agency.
· Once the core user community is comfortable with the system (typically within 10 hours
of hands-on use) they will train the remaining HR staff to complete their tasks using
Insight.
· Between the training and go-live, NEOGOV will complete the following activities:
o Creating an agency-specific training environment which is used by your agency
during training and afterwards to train in prior to moving into production
o Configure printable job bulletin
NEOGOV, Inc.
Proprietary and Confidential
Page 9 of 16
Order Form
NEOGOV'"
o Integrate your new production job opportunities, promotional opportunities, and
class specifications web pages into your existing agency website
o Establish the Agency's Insight Enterprise production environment
1.3 Training
NEOGOV will deliver training to Agency recruiters. We will provide all required user
exercises and user guides to the Agency.
Following the training, your agency will have full access to the training environment.
Additionally, your agency has full access to our Customer Support Help Desk during the
training to help new users fully utilize Insight. Our existing customers find that this unique
implementation approach enables their users to become familiar with Insight in a safe
environment, promoting system use and leading to a more successful rollout.
1.4 Data Conversion
Insight Enterprise is designed to meet the strict requirements and processes of public sector
recruiting through a flexible and configurable system interface. In order to provide agencies with
enhanced features and functionality specific to their individual agency, NEOGOV is proud to offer a
dedicated Professional Services team. Standard professional services required for this project
include Data Conversion. NOTE: Assumes delivery of clean data.
o Conduct project scope, review conversion plan, discuss timeline, and set
schedule for required meetings
· Legacy Data Conversion
· In the execution of the conversion plan as outlined in the Proposal,
NEOGOV will be responsible for developing and testing automated
conversion programs to support the commencement of live
operations. If correction or cleansing of any of the City-provided
data is required, those tasks are the responsibility of the City.
Order Form Terms and Conditions:
(1) The Customer hereby orders and GovernmentJobs.com, Inc. (d/b/a NEOGOV, Inc.,
hereafter "NEOGOV") agrees to provide the services described in this Order Form. THE
SERVICES ARE PROVIDED PERSUANT TO THE TERMS AND CONDITIONS OF THIS
ORDER FORM AND THE SERVICE AGREEMENT BETWEEN NEOGOV AND THE
CUSTOMER.
(2) The Customer agrees that the payment schedule is as follows:
NEOGOV, Inc.
Proprietary and Confidential
Page 10 of 16
Order Form
NEOGOV'M
Provide all required software and Licenses
· Fifty percent (50%) of the annual license price is payable within thirty (30) days of
execution of this Order Form and Service Agreement.
· Fifty percent (50%) of the annual license price is payable at the "Ready for Live" date, at
which time NEOGOV has the production environment prepared for the Customer to
begin business use.
Software Provisioning for first half of Insight Enterprise
· Fifty percent (50%) of the non-recurring costs are to be paid to NEOGOV within thirty
(30) days of the execution of this Order Form and Service Agreement.
Completion of Training
· One hundred percent (100%) of the training price is payable within thirty (30) days of
completion of training.
Software Provisioning for second half of Insight Enterprise (Completion of post
evaluation)
· Fifty percent (50%) of the non-recurring costs are to be paid to NEOGOV within thirty
(30) days following the thirty day post-training period.
(3) Neither the Customer nor NEOGOV will be bound by this Order Form until it has been signed
by authorized representatives of both parties.
(4) Changes or alterations to this Order Form will not be accepted.
THERE ARE SIGNIFICANT ADDITIONAL TERMS AND CONDITIONS, WARRANTY
DISCLAIMERS AND LIABILITY LIMITATIONS CONTAINED IN THE SERVICE AGREEMENT
BETWEEN THE CUSTOMER AND NEOGOV.
DO NOT SIGN THIS ORDER FORM BEFORE YOU HAVE READ THE SERVICE AGREEMENT
IN ITS ENTIRETY. YOUR SIGNATURE BELOW INDICATES THAT YOU HAVE READ THE
SERVICE AGREEMENT AND AGREE TO BE BOUND BY ITS PROVISIONS.
Customer
NEOGOV. Inc.
Signature:
Print Name:
Title:
o t :
Signature:
Print Name:
Title:
Date:
OlAwty ~~~
DA:M ( f2-- 9AV 190./\ Q...
(' ~~~
~\ ('2'( ()~
~.
1~~G\
NEOGOV, Inc.
Proprietary and Confidential
Page 11 of 16
NEOGOV'"
EXHIBIT B
TENTATIVE PROJECT IMPLEMENT A TION AND BILLING SCHEDULE
Selection of Vendor
Contract Negotiation
Approval of Contract by City Attorney
Administration / Commission Approval
Contract Signing
Initial Billing for Software Licenses
Ready for Live
Billing for 50% of License at "Ready for
Live"
Conversion
Implementation (Go Live)
Acceptance Testing
System Acceptance
Final Billing
'Projected
Completion
Date*
COMPLETE
12/2008
1/2009
2/2009
2/2009
3/2009
3/2009
Status
In Progress
Exact Date to be determined upon Augusta
Commission a roval
3/2009
?
Used as needed
4/2009
4/2009
4/2009
4/2009
*All dates are subject to change upon mutual agreement of Customer and NEOGOV.
NEOGOV, Inc.
Proprietary and Confidential
Page 12 of 16
NEOGOVfM
EXHIBIT C
NEOGOV Insight Technical Overview
NEOGOV's application and hardware infrastructure is one of the reasons why agencies nationwide have
chosen us to provide them with workforce management software. Please find below a brief overview of
our security practices followed by our responses to frequently asked technical questions.
Security Overview
World-Class Security Infrastructure
NEOGOV provides state-of-the-art security to ensure that your data is never compromised. At NEOGOV,
we know that security is crucial to you - that's why security is our top priority. We devote significant
resources to continually develop our world-class security infrastructure. The result: We deliver
unsurpassed security and privacy of our customers' information.
When you sign up with NEOGOV, you'll enjoy the protection and peace of mind that only our world-class
security infrastructure can provide.
Security Measures
Our security measures include the following:
. Expert team of experienced, professional engineers and security specialists dedicated to round-the-clock
protection of data and systems
. Continuous deployment of proven, up-to-date firewall protection, SSL encryption, and other security
technologies
. Ongoing evaluation of emerging security developments and threats
. Redundant architecture
. Total commitment to a secure, scalable, private collocated system (Unlike a hosted system
arrangement, NEOGOV manages all aspects of its operations.)
Physical Security
Our production equipment is collocated in the SBC Data
Center in Irvine, CA. SBC is a tier 1 data center which offers
the highest level of security and redundancy available. The
facility provides 24-hour physical security, palm print and
picture identification, redundant electrical generators,
earthquake protection, fire protection, and other backup
equipment designed to keep servers continually up and
running. Additionally, SBC maintains dual Internet backbone
connections to ensure connectivit in the event of a failure.
The network perimeter is protected by multiple firewalls and
monitored by intrusion detection systems - all sourced from
industry-leading security vendors. In addition, NEOGOV
monitors and analyzes device logs to proactively identify
securit threats.
Perimeter Defense
NEOGOV, Inc.
Proprietary and Confidential
Page 13 of 16
Data Encryption
User Authentication
Application Security
Internal Systems Security
Operating System Security
Database Security
Server Management Security
NEOGOV, Inc.
NEOGOVfM
NEOGOV utilizes the strongest encryption products to protect
customer data and communications, including 128-bit Verisign
SSL Certification and 1024 Bit RSA public keys. The lock icon
in the browser indicates that data is fully shielded from access
while in transit.
Users access NEOGOV only with a valid username and
password combination, which is encrypted via SSL while in
transmission. Encrypted session tracking is used to uniquely
identify each user. For added security, the session key is
automatically scrambled and re-established in the background
at re ular intervals.
Our robust application security model prevents one NEOGOV
customer from accessing another's data. This security model
is reapplied with every request and enforced for the entire
duration of a user session.
Inside of the perimeter firewalls, systems are safeguarded by
network address translation, port redirection, IP masquerading,
non-routable IP addressing schemes, and more. Exact details
of these features are ro rieta .
NEOGOV enforces tight operating system-level security by
using a minimal number of access points to all production
servers. We protect all operating system accounts with strong
passwords, and production servers do not share a master
password database. All operating systems are
maintained at each vendor's recommended patch levels for
security and are hardened by disabling and/or removing any
unnecessa users, rotocols, and rocesses.
Whenever possible, database access is controlled at the
operating system and database connection level for additional
security. Access to production databases is limited to a
number of points, and production databases do not share a
master assword database.
All data entered into the NEOGOV application by a customer is
owned by that customer. NEOGOV employees do not have
direct access to the NEOGOV production equipment, except
where necessary for system management, maintenance,
monitoring, and backups. NEOGOV does not utilize any
managed service providers. The NEOGOV team provides all
system management,
maintenance, monitorin ,and backu s.
Proprietary and Confidential
Page 14 of 16
NEOGOV'"
Is all access to and from the servers
enc ted?
Do you have procedures for identifying
security breaches?
Do you have standards for server &
network
hardening? Are these resources
periodically
audited to ensure integrity?
How are firewall, o/s, database, anti-
virus and other security patches kept up
to date?
How often are backups performed and
are they being stored off site?
If a catastrophic event happen to the
database server and the entire server is
lost, what is the worst case scenario in
terms of data recoverability? How much
data will be lost in such event?
Do you have procedures for disaster
recovery?
NEOGOV, Inc.
All networking components, firewalls, load balancers, Web
servers, and application servers are configured in a redundant
configuration. Customer data is stored on a primary database
server that is clustered with a backup database server for
redundancy. All customer data is stored on disk storage that is
mirrored across different
storage cabinets and controllers. All customer data, up to the
last committed transaction, is automatically backed up on a
nightly basis. Additionally, data is continuously backed up
online in real-time using Iron Mountain's Electronic Vaulting,
and it is stored in the secure off-site storage facilities. Disaster
recove lans are in lace.
Yes, all access to and from the servers is encrypted using 128-
bit SSL certificates.
Yes, we have procedures for identifying security breaches. In
addition to automated security detection with firewalls, intrusion
detection systems, and anti-virus systems, we have also
outlined manual security procedures that enforce our security
olic.
Yes, we have standards for server and network hardening
since it is the first line of defense against a possible intrusion.
We audit our infrastructure on a regular basis to ensure that all
non-essential services are shutdown and a strict access
control policy is in place. All relevant security updates are
applied to the system to safeguard against all known
vulnerabilities.
Firewall and database security patches are applied to the
systems as soon as there are released by CISCO and
Microsoft respectively. Anti-virus is scheduled to download the
latest virus definitions on the houri basis.
In addition to the full nightly backups, continuous log shipping,
mirrored disk arrays, and tape backups, NEOGOV also utilizes
Iron Mountain's Electronic Vaulting which uses patented
technology to continuously back up data online in real-time and
vault that data offline in the East Coast off-site facility equipped
with to -of-the-line securit .
With Iron Mountain's Electronic Vaulting, data backup is
always up-to-date and can be recovered up to the time data
loss occurred within couple of minutes of the last transaction. If
the catastrophic event occurs that completely destroys SBC
Data Center facility in Irvine, CA, the hardware infrastructure
would have to be rebuilt in a different location.
Yes, a disaster recovery plan and corresponding procedures
are in place. The plan is reviewed and updated regularly.
Therefore, it is strict company policy not to share specific
information re ardin securit rocedures.
Proprietary and Confidential
Page 15 of 16
NEOGOV'M
Do you have service agreement with
multiple ISPs?
What was your uptime for the past year?
How do you ensure performance does
not degrade as you add new
customers?
How do you ensure performance during
peak times?
How do you schedule downtime for
major upgrades to servers? What would
our applicants see if they tried to apply
during this downtime?
How do you announce upgrades to your
customers before modifying
functionality?
NEOGOV, Inc.
SBC Data Center is fully switched using Cisco network gear
and is engineered with redundant network and building power.
The network has multiple fiber-optic connections to high-speed
Internet backbones. These connections to multiple backbones
offer full redundanc in case of failure.
NEOGOV has built redundancy into all its systems in order to
minimize any system failures that could be perceived as
customer outages. Last year, we have achieved 99.9% uptime
level. All components of the NEOGOV system are proactively
monitored and managed so that faults are detected before
system outages. We realize there may occasionally be system
outages due to issues beyond our control. NEOGOV has
established numerous escalation procedures to notify the
proper personnel in the event of any system outage and
remedy any issues as quickly as possible. Since the
application is managed by NEOGOV for all customers, the
people who best understand the architecture, installation, and
desi n are immediatel available to resolve an issues.
NEOGOV has the capacity to scale to the largest of
enterprises. The architecture behind the NEOGOV solution
was designed to handle millions of users. We use the most
scalable hardware equipment, and can scale as rapidly as our
customers require. We have procedures and tools that monitor
server performance, as well as load test simulations to
antici ate the infrastructure needs as we add new customers.
We are not limited in the amount of bandwidth our servers can
use, hence our high speed Internet connectivity. During peak
times, the bandwidth is automatically bursted to the amount
necessary to handle the traffic load; therefore the performance
does not suffer.
According to the Service Level Agreement we include as part
of the Insight contract, we are obligated to notify all customers
at least two weeks prior to any scheduled outage. Notices are
generated and sent via email to the system administrators and
their backups. During the system outage, a notification page is
displayed stating the system is undergoing maintenance and
also states the scheduled outa e times.
NEOGOV's process to announce upgrades is to generate an
email outlining new system capabilities and a description on
how to utilize the functionality. Customers are notified via
email of the new items and the process in which to use the
functionality. Beginning in Q1, 2004 we will be conducting
quarterly online training sessions (included as part of the
license agreement) to provide further instruction on how to
utilize new features and improve our customer's overall
workflow.
Proprietary and Confidential
Page 16 of 16