16012-CONTRACT.PDF

SERIAL 16012-CI NEO GOV RECRUITING SERVICES
DATE OF LAST REVISION: June 08, 2016 CONTRACT END DATE: June 30, 2021
CONTRACT PERIOD THROUGH JUNE 30, 2021
TO: All Departments
FROM: Office of Procurement Services
SUBJECT: Contract for NEO GOV RECRUITING SERVICES
Attached to this letter is published an effective purchasing contract for products and/or services to be supplied to
Maricopa County activities as awarded by Maricopa County on June 08, 2016 (Eff. 07/01/16).
All purchases of products and/or services listed on the attached pages of this letter are to be obtained from the
vendor holding the contract. Individuals are responsible to the vendor for purchases made outside of contracts.
The contract period is indicated above.
SD/mm
Attach
Copy to: Office of Procurement Services
MaryEllen Sheppard, County Administration

CONTRACT PURSUANT TO RFP
SERIAL 16012-CI
This Contract is entered into this eighth 8 th day of June, 2016 by and between Maricopa County ("County"), a political
subdivision of the State of Arizona, and GovernmentJobs.com , Inc. (D/B/A: NEOGOV) a California corporation
("Contractor") for the purchase of Human Resource —Services.
1.0 CONTRACT TERM:
1.1 This Contract is for a term of five (5) years, beginning on the first 1 St day of July 2016 and ending
the thirtieth 30th day of June, 2021.
1.2 The County may, at its option and with the agreement of the Contractor, renew the term of this
Contract for additional terms up to a maximum of five (5) years, (or at the County's sole
discretion, extend the contract on a month-to-month bases for a maximum of six (6) months after
expiration). The County shall notify the Contractor in writing of its intent to extend the Contract
term at least sixty (60) calendar days prior to the expiration of the original contract term, or any
additional term thereafter.
2.0 FEE ADJUSTMENTS:
2.1 Any request for a fee adjustment must be submitted one hundred and Twenty (120) days prior to
the current Contract expiration date. Requests for adjustment in cost of labor and/or materials
must be supported by appropriate documentation. If County agrees to the adjusted fee, County
shall issue written approval of the change. The reasonableness of the request will be determined
by comparing the request with the (Consumer Price Index) or by performing a market survey.
3.0 PAYMENTS:
3.1 As consideration for performance of the duties described herein, County shall pay Contractor the
sum(s) stated in Exhibit "A."
3.2 Payment shall be made upon the County's receipt of a properly completed invoice.
3.3 INVOICES:
3.3.1 The Contractor shall submit one (1) legible copy of their detailed invoice before
payment(s) can be made. Incomplete invoices will not be processed. At a minimum, the
invoice must provide the following information:
Company name, address and contact
County bill-to name and contact information
Contract Serial Number
County purchase order number
Invoice number and date
Payment terms
Date of service
Quantity (number of months)

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Contract Item number(s)
Description of Purchase
Pricing per unit of purchase
Extended price
Total Amount Due
3.3.2 Problems regarding billing or invoicing shall be directed to the using agency as listed on
the Purchase Order.
3.3.3 Payment shall be made to the Contractor by Accounts Payable through the Maricopa
County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT)
process. After Contract Award the Contractor shall complete the Vendor Registration
Form located on the County Department of Finance Vendor Registration Web Site
(http://www.maricopa.gov/FinanceNendors.aspx).
3.3.4 Discounts offered in the contract shall be calculated based on the date a properly
completed invoice is received by the County (ROI).
3.3.5 EFT payments to the routing and account numbers designated by the Contractor will
include the details on the specific invoices that the payment covers. The Contractor is
required to discuss remittance delivery capabilities with their designated financial
institution for access to those details.
3.4 APPLICABLE TAXES:
3.4.1 Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any
installation labor on items that are not attached to real property performed by Contractor
under the terms of this Contract, the installation labor cost and the gross receipts for
materials provided shall be listed separately on the Contractor's invoices.
3.4.2 State and Local Transaction Privilege Taxes: Maricopa County is subject to all
applicable state and local transaction privilege taxes. To the extent any state and local
transaction privilege taxes apply to sales made under the terms of this contract_it is the
responsibility of the seller to collect and remit all applicable taxes to the proper taxing
jurisdiction of authority.
3.4.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, state, and
local taxes applicable to its operation and any persons employed by the Contractor.
Contractor shall, and require all subcontractors to hold Maricopa County harmless from
any responsibility for taxes, damages and interest, if applicable, contributions required
under Federal, and/or state and local laws and regulations and any other costs including
transaction privilege taxes, unemployment compensation insurance, Social Security and
Worker's Compensation.
3.5 TAX: (SERVICES)
No tax shall be levied against labor. It is the responsibility of the Contractor to determine any and
all taxes and include the same in proposal price.
4.0 AVAILABILITY OF FUNDS:
4.1 The provisions of this Contract relating to payment for services shall become effective when funds
assigned for the purpose of compensating the Contractor as herein provided are actually available
to County for disbursement. The County shall be the sole judge and authority in determining the
availability of funds under this Contract. County shall keep the Contractor fully informed as to the
availability of funds.

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4.2 If any action is taken by any state agency, Federal department or any other agency or
instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection
with, this Contract, County may amend, suspend, decrease, or terminate its obligations under, or in
connection with, this Contract. In the event of termination, County shall be liable for payment
only for services rendered prior to the effective date of the termination, provided that such services
are performed in accordance with the provisions of this Contract. County shall give written notice
of the effective date of any suspension, amendment, or termination under this Section, at least ten
(10) days in advance.
5.0 DUTIES:
5.1 The Contractor shall perform all duties stated in Exhibit "B", or as otherwise directed in writing
by the Procurement Officer.
6.0 TERMS and CONDITIONS:
6.1 INDEMNIFICATION:
To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses
are not covered and paid by insurance purchased by the Contractor, the Contractor shall defend
indemnify and hold harmless the County (as Owner), its agents, representatives, agents, officers,
directors, officials, and employees from and against all claims, damages, losses, and expenses
(including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and
attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted from the
negligent acts, errors, omissions, or mistakes relating to the performance of this Contract.
Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives,
agents, officers, directors, officials, and employees shall arise in connection with any claim,
damage, loss, or expense that is attributable to bodily injury, sickness, disease, death or injury to,
impairment of, or destruction of tangible property, including loss of use resulting there from,
caused by negligent acts, errors, omissions, or mistakes in the performance of this Contract, but
only to the extent caused by the negligent acts or omissions of the Contractor, a subcontractor, any
one directly or indirectly employed by them, or anyone for whose acts they may be liable,
regardless of whether or not such claim, damage, loss, or expense is caused in part by a party
indemnified hereunder.
The amount and type of insurance coverage requirements set forth herein will in no way be
construed as limiting the scope of the indemnity in this paragraph.
The scope of this indemnification does not extend to the sole negligence of County.
6.2 INSURANCE.
6.2.1 Contractor, at Contractor's own expense, shall purchase and maintain the herein
stipulated minimum insurance from a company or companies duly licensed by the State
of Arizona and possessing a current A.M. Best, Inc. rating of B++. In lieu of State of
Arizona licensing, the stipulated insurance may be purchased from a company or
companies, which are authorized to do business in the State of Arizona, provided that
said insurance companies meet the approval of County. The form of any insurance
policies and forms must be acceptable to County.
6.2.2 All insurance required herein shall be maintained in full force and effect until all work or
service required to be performed under the terms of the Contract is satisfactorily
completed and formally accepted. Failure to do so may, at the sole discretion of County,
constitute a material breach of this Contract.
6.2.3 Contractor's insurance shall be primary insurance as respects County, and any insurance
or self-insurance maintained by County shall not contribute to it.

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4.2 If any action is taken by any state agency, Federal depal tment or any other agency or
instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection
with, this Contract, County may amend, suspend, decrease, or terminate its obligations under, or in
connection with, this Contract. In the event of termination, County shall be liable for payment
only for services rendered prior to the effective date of the termination, provided that such services
are performed in accordance with the provisions of this Contract. County shall give written notice
of the effective date of any suspension, amendment, or termination under this Section, at least ten
(10) days in advance.
5.0 DUTIES:
5.1 The Contractor shall perform all duties stated in Exhibit "B", or as otherwise directed in writing
by the Procurement Officer.
6.0 TERMS and CONDITIONS:
6.1 INDEMNIFICATION:
To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses
are not covered and paid by insurance purchased by the Contractor, the Contractor shall defend
indemnify and hold harmless the County (as Owner), its agents, representatives, agents, officers,
directors, officials, and employees from and against all claims, damages, losses, and expenses
(including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and
attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted from the
negligent acts, errors, omissions, or mistakes relating to the performance of this Contract.
Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives,
agents, officers, directors, officials, and employees shall arise in connection with any claim,
damage, loss, or expense that is attributable to bodily injury, sickness, disease, death or injury to,
impairment of, or destruction of tangible property, including loss of use resulting there from,
caused by negligent acts, errors, omissions, or mistakes in the performance of this Contract, but
only to the extent caused by the negligent acts or omissions of the Contractor, a subcontractor, any
one directly or indirectly employed by them, or anyone for whose acts they may be liable,
regardless of whether or not such claim, damage, loss, or expense is caused in part by a party
indemnified hereunder.
The amount and type of insurance coverage requirements set forth herein will in no way be
construed as limiting the scope of the indemnity in this paragraph.
The scope of this indemnification does not extend to the sole negligence of County.
6.2 INSURANCE.
6.2.1 Contractor, at Contractor's own expense, shall purchase and maintain the herein
stipulated minimum insurance from a company or companies duly licensed by the State
of Arizona and possessing a current A.M. Best, Inc. rating of B++. In lieu of State of
Arizona licensing, the stipulated insurance may be purchased from a company or
companies, which are authorized to do business in the State of Arizona, provided that
said insurance companies meet the approval of County. The form of any insurance
policies and forms must be acceptable to County.
6.2.2 All insurance required herein shall be maintained in full force and effect until all work or
service required to be performed under the terms of the Contract is satisfactorily
completed and formally accepted. Failure to do so may, at the sole discretion of County,
constitute a material breach of this Contract.
6.2.3 Contractor's insurance shall be primary insurance as respects County, and any insurance
or self-insurance maintained by County shall not contribute to it.

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6.2.4 Any failure to comply with the claim reporting provisions of the insurance policies or any
breach of an insurance policy warranty shall not affect the County's right to coverage
afforded under the insurance policies.
6.2.5 The insurance policies may provide coverage that contains deductibles or self-insured
retentions. Such deductible and/or self-insured retentions shall not be applicable with
respect to the coverage provided to County under such policies. Contractor shall be
solely responsible for the deductible and/or self-insured retention and County, at its
option, may require Contractor to secure payment of such deductibles or self-insured
retentions by a surety bond or an irrevocable and unconditional letter of credit.
6.2.6 The insurance policies required by this Contract, except Workers' Compensation and
Errors and Omissions, shall name County, its agents, representatives, officers, directors,
officials and employees as Additional Insureds.
6.2.7 The policies required hereunder, except Workers' Compensation and Errors and
Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against
County, its agents, representatives, officers, directors, officials and employees for any
claims arising out of Contractor's work or service.
6.2.8 Commercial General Liability.
Commercial General Liability insurance and, if necessary, Commercial Umbrella
insurance with a limit of not less than $2,000,000 for each occurrence, $4,000,000
Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit.
The policy shall include coverage for premises liability, bodily injury, broad form
property damage, personal injury, products and completed operations and blanket
contractual coverage, and shall not contain any provisions which would serve to limit
third party action over claims. There shall be no endorsement or modifications of the
CGL limiting the scope of coverage for liability arising from explosion, collapse, or
underground property damage.
6.2.9 Automobile Liability.
Commercial/Business Automobile Liability insurance and, if necessary, Commercial
Umbrella insurance with a combined single limit for bodily injury and property damage
of not less than $1,000,000 each occurrence with respect to any of the Contractor's
owned, hired, and non-owned vehicles assigned to or used in performance of the
Contractor's work or services or use or maintenance of the Premises under this Contract.
6.2.10 Workers' Compensation.
Workers' Compensation insurance to cover obligations imposed by federal and state
statutes having jurisdiction of Contractor's employees engaged in the performance of the
work or services under this Contract; and Employer's Liability insurance of not less than
$1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000
disease policy limit.
Contractor, its contractors and its subcontractors waive all rights against Contract and its
agents, officers, directors and employees for recovery of damages to the extent these
damages are covered by the Workers' Compensation and Employer's Liability or
commercial umbrella liability insurance obtained by Contractor, its contractors and its
subcontractors pursuant to this Contract.
6.2.11 Errors and Omissions (Professional Liability) Insurance.
Errors and Omissions (Professional Liability) insurance and, if necessary, Commercial
Umbrella insurance, which will insure and provide coverage for errors or omissions or
professional liability of the CONTRACTOR, with limits of no less than $2,000,000 for
each claim.

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6.2.12 Certificates of Insurance.
6.2.12.1 Prior to Contract AWARD, Contractor shall furnish the County with valid and
complete certificates of insurance, or formal endorsements as required by the
Contract in the form provided by the County, issued by Contractor's
insurer(s), as evidence that policies providing the required coverage,
conditions and limits required by this Contract are in full force and effect.
Such certificates shall identify this contract number and title.
6.2.12.2 In the event any insurance policy (ies) required by this contract is (are) written
on a "claims made" basis, coverage shall extend for two years past completion
and acceptance of Contractor's work or services and as evidenced by annual
Certificates of Insurance.
6.2.12.3 If a policy does expire during the life of the Contract, a renewal certificate
must be sent to County fifteen (15) days prior to the expiration date.
6.2.13 Cancellation and Expiration Notice.
Insurance required herein shall not be permitted to expire, be canceled, or materially
changed without thirty (30) days prior written notice to the County.
6.3 WARRANTY OF SERVICES:
6.3.1 The Contractor warrants that all services provided hereunder will conform to the
requirements of the Contract, including all descriptions, specifications and attachments
made a part of this Contract. County's acceptance of services or goods provided by the
Contractor shall not relieve the Contractor from its obligations under this warranty.
6.3.2 In addition to its other remedies, County may, at the Contractor's expense, require prompt
correction of any services failing to meet the Contractor's warranty herein. Services
corrected by the Contractor shall be subject to all the provisions of this Contract in the
manner and to the same extent as services originally furnished hereunder.
6.4 REQUIREMENTS CONTRACT:
Contractors signify their understanding and agreement by signing a bid submittal, that the
Contract resulting from the bid is a requirements contract. However, the Contract does not
guarantee any minimum or maximum number of purchases will be made. It only indicates that if
purchases are made for the materials or services contained in the Contract, they will be purchased
from the Contractor awarded that item if the Contractor can meet all the delivery requirements of
the County. Orders will only be placed when the County identifies a need and proper
authorization and documentation have been approved.
6.5 Suspension of Work
The Procurement Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or
any part of the work of this contract for the period of time that the Procurement Officer determines
appropriate for the convenience of the County. No adjustment shall be made under this clause for
any suspension, delay, or interruption to the extent that performance would have been so
suspended, delayed, or interrupted by any other cause, including the fault or negligence of the
Contractor. No request for adjustment under this clause shall be granted unless the claim, in an
amount stated, is asserted in writing as soon as practicable after the termination of the suspension,
delay, or interruption, but not later than the date of final payment under the contract.
6.6 UNCONDITIONAL TERMINATION FOR CONVENIENCE:
Maricopa County may terminate the resultant Contract for convenience by providing sixty (60)
calendar days advance notice to the Contractor.

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6.7 TERMINATION FOR DEFAULT:
The County may, by written notice of default to the Contractor, terminate this contract in whole or
in part if the Contractor fails to:
6.7.1 Deliver the supplies or to perform the services within the time specified in this contract or
any extension;
6.7.2 Make progress, so as to endanger performance of this contract; or
6.7.3 Perform any of the other provisions of this contract.
6.7.4 The County's right to terminate this contract under these subparagraph may be exercised
if the Contractor does not cure such failure within 10 days (or more if authorized in
writing by the County) after receipt of the notice from the Procurement Officer
specifying the failure.
6.8 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST:
Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any Contract without
penalty or further obligation within three years after execution of the contract, if any person
significantly involved in initiating, negotiating, securing, drafting or creating the contract on
behalf of the County is at any time while the Contract or any extension of the Contract is in effect,
an employee or agent of any other party to the Contract in any capacity or consultant to any other
party of the Contract with respect to the subject matter of the Contract. Additionally, pursuant to
A.R.S § 38-511 the County may recoup any fee or commission paid or due to any person
significantly involved in initiating, negotiating, securing, drafting or creating the contract on
behalf of the County from any other party to the contract arising as the result of the Contract.
6.9 CONTRACTOR LICENSE REQUIREMENT:
The Respondent shall procure all permits, insurance, licenses and pay the charges and fees
necessary and incidental to the lawful conduct of his/her business, and as necessary complete any
required certification requirements, required by any and all governmental or non-governmental
entities as mandated to maintain compliance with and in good standing for all permits and/or
licenses. The Respondent shall keep fully informed of existing and future trade or industry
requirements, Federal, State and Local laws, ordinances, and regulations which in any manner
affect the fulfillment of a Contract and shall comply with the same. Contractor shall immediately
notify both Office of Procurement Services and the using agency of any and all changes
concerning permits, insurance or licenses.
6.10 SUBCONTRACTING:
The Contractor may not assign to another Contractor or Subcontract to another party for
performance of the terms and conditions hereof without the written consent of the County. All
correspondence authorizing subcontracting must reference the Bid Serial Number and identify the
job project.
6.11 AMENDMENTS:
All amendments to this Contract shall be in writing and approved/signed by both parties. Maricopa
County Office of Procurement Services shall be responsible for approving all amendments for
Maricopa County.
6.12 ADDITIONS/DELETIONS OF SERVICE:
6.12.1 The County reserves the right to add and/or delete materials and services to a Contract. If
a service requirement is deleted, payment to the Contractor will be reduced

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proportionately, to the amount of service reduced in accordance with the bid price. If
additional materials or services are required from a Contract, prices for such additions
will be negotiated between the Contractor and the County.
6.12.2 The County reserves the right of final approval on proposed staff for all Task
Orders. Also, upon request by the County, the Contractor will be required to remove any
employees working on County projects and substitute personnel based on the discretion
of the County within two business days, unless previously approved by the County.
6.13 VALIDITY:
The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the
validity of any other provision of the Contract.
6.14 SEVERABILITY:
The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the
validity of any other provision of this Contract.
6.15 RIGHTS IN DATA:
The County shall have the use of data and reports resulting from a Contract without additional cost
or other restriction except as may be established by law or applicable regulation. Each party shall
supply to the other party, upon request, any available information that is relevant to a Contract and
to the performance thereunder.
6.16 NON-DISCRIMINATION:
CONTRACTOR agrees to comply with all provisions and requirements of Arizona Executive
Order 2009-09 including flow down of all provisions and requirements to any subcontractors.
Executive Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and
may be viewed and downloaded at the Governor of the State of Arizona's website
http://azmemory.azlibrary.gov/cdmisingleitem/collection/execorders/id/680/rec/1 which is hereby
incorporated into this contract as if set forth in full herein. During the performance of this contract,
CONTRACTOR shall not discriminate against any employee, client or any other individual in any
way because of that person's age, race, creed, color, religion, sex, disability or national origin.
6.17 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
6.17.1 The undersigned (authorized official signing for the Contractor) certifies to the best of his
or her knowledge and belief, that the Contractor
6.17.1.1 is not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any Federal
Department or agency;
6.17.1.2 have not within 3-year period preceding this Contract been convicted of or
had a civil judgment rendered against them for commission of fraud or a
criminal offense in connection with obtaining, attempting to obtain, or
performing a public (Federal, State or local) transaction or contract under a
public transaction; violation of Federal or State antitrust statues or
commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, or receiving stolen property;
6.17.1.3 are not presently indicted or otherwise criminally or civilly charged by a
government entity (Federal, State or local) with commission of any of the
offenses enumerated in paragraph (2) of this certification; and

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6.17.1.4 have not within a 3-year period preceding this Contract had one or more
public transaction (Federal, State or local) terminated for cause of default.
6.17.2 The Contractor agrees to include, without modification, this clause in all lower tier
covered transactions (i.e. transactions with subcontractors) and in all solicitations for
lower tier covered transactions related to this Contract.
6.18 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41-
4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS:
6.18.1 By entering into the Contract, the Contractor warrants compliance with the Immigration
and Nationality Act (INA using e-verify) and all other federal immigration laws and
regulations related to the immigration status of its employees and A.R.S. §23-214(A). The
contractor shall obtain statements from its subcontractors certifying compliance and shall
furnish the statements to the Procurement Officer upon request. These warranties shall
remain in effect through the term of the Contract. The Contractor and its subcontractors
shall also maintain Employment Eligibility Verification forms (I-9) as required by the
Immigration Reform and Control Act of 1986, as amended from time to time, for all
employees performing work under the Contract and verify employee compliance using the
E-verify system and shall keep a record of the verification for the duration of the
employee's employment or at least three years, whichever is longer. 1-9 forms are available
for download at USCIS.GOV .
6.18.2 The County retains the legal right to inspect contractor and subcontractor employee
documents performing work under this Contract to verify compliance with paragraph 6.18.1
of this Section. Contractor and subcontractor shall be given reasonable notice of the
County's intent to inspect and shall make the documents available at the time and date
specified. Should the County suspect or find that the Contractor or any of its subcontractors
are not in compliance, the County will consider this a material breach of the contract and
may pursue any and all remedies allowed by law, including, but not limited to: suspension
of work, termination of the Contract for default, and suspension and/or debarment of the
Contractor. All costs necessary to verify compliance are the responsibility of the
Contractor.
6.19 INFLUENCE
As prescribed in MC1-1202 of the Maricopa County Procurement Code, any effort to influence an
employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct
may be grounds for Disbarment or Suspension under MC1-902.
An attempt to influence includes, but is not limited to:
6.19.1 A Person offering or providing a gratuity, gift, tip, present, donation, money,
entertainment or educational passes or tickets, or any type valuable contribution or
subsidy,
6.19.2 That is offered or given with the intent to influence a decision, obtain a contract, gamer
favorable treatment, or gain favorable consideration of any kind.
If a Person attempts to influence any employee or agent of Maricopa County, the Chief
Procurement Officer, or his designee, reserves the right to seek any remedy provided by the
Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided
by this contract.
6.20 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW:
6.20.1 In accordance with section MCI 371 of the Maricopa County Procurement Code the
Contractor agrees to retain all books, records, accounts, statements, reports, files, and
other records and back-up documentation relevant to this Contract for six (6) years after

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final payment or until after the resolution of any audit questions which could be more
than six (6) years, whichever is latest. The County, Federal or State auditors and any
other persons duly authorized by the Department shall have full access to, and the right to
examine, copy and make use of, any and all said materials.
6.20.2 If the Contractor's books, records , accounts, statements, reports, files, and other records
and back-up documentation relevant to this Contract are not sufficient to support and
document that requested services were provided, the Contractor shall reimburse Maricopa
County for the services not so adequately supported and documented.
6.20.3 If at any time it is determined by the County that a cost for which payment has been made
is a disallowed cost, the County shall notify the Contractor in writing of the
disallowance. The course of action to address the disallowance shall be at sole discretion
of the County, and may include either an adjustment to future invoices, request for credit,
request for a check or deduction from current billings Submitted by the Contractor by the
amount of the disallowance, or to require reimbursement forthwith of the disallowed
amount by the Contractor by issuing a check payable to Maricopa County.
6.21 AUDIT DISALLOWANCES:
If at any time, County determines that a cost for which payment has been made is a disallowed
cost, such as overpayment, County shall notify the Contractor in writing of the disallowance.
County shall also state the means of correction, which may be but shall not be limited to
adjustment of any future claim submitted by the Contractor by the amount of the disallowance, or
to require repayment of the disallowed amount by the Contractor.
6.22 OFFSET FOR DAMAGES;
In addition to all other remedies at Law or Equity, the County may offset from any money due to
the Contractor any amounts Contractor owes to the County for damages resulting from breach or
deficiencies in performance of the contract.
6.23 PUBLIC RECORDS:
Under Arizona law, all Offers submitted and opened are public records and must be retained by
the Records Manager at the Office of Procurement Services. Offers shall be open to public
inspection and copying after Contract award and execution, except for such Offers or sections
thereof determined to contain proprietary or confidential information by the Office of Procurement
Services. If an Offeror believes that information in its Offer or any resulting Contract should not
be released in response to a public record request under Arizona law, the Offeror shall indicate the
specific information deemed confidential or proprietary and submit a statement with its offer
detailing the reasons that the information should not be disclosed. Such reasons shall include the
specific harm or prejudice which may arise from disclosure. The Records Manager of the Office of
Procurement Services shall determine whether the identified information is confidential pursuant
to the Maricopa County Procurement Code.
6.24 INTEGRATION:
This Contract represents the entire and integrated agreement between the parties and supersedes
all prior negotiations, proposals, communications, understandings, representations, or agreements,
whether oral or written, express or implied.
6.25 RELATIONSHIPS:
In the performance of the services described herein, the Contractor shall act solely as an
independent contractor, and nothing herein or implied herein shall at any time be construed as to
create the relationship of employer and employee, co-employee, partnership, principal and agent,
or joint venture between the County and the Contractor.

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6.26 GOVERNING LAW:
This Contract shall be governed by the laws of the state of Arizona. Venue for any actions or
lawsuits involving this Contract will be in Maricopa County Superior Court or in the United States
District Court for the District of Arizona, sitting in Phoenix, Arizona
6.27 ORDER OF PRECEDENCE:
In the event of a conflict in the provisions of this Contract and Contractor's license agreement, if
applicable, the terms of this Contract shall prevail.
6.28 INCORPORATION OF DOCUMENTS:
The following are to be attached to and made part of this Contract:
6.28.1 Exhibit A, Pricing;
6.28.2 Exhibit B, Scope of Work;
6.28.3 Exhibit C, Service Level Agreement
NOTICES:
All notices given pursuant to the terms of this Contract shall be addressed to:
For County:
Maricopa County
Office of Procurement Services
ATTN: Contract Administration
320 West Lincoln Street
Phoenix, Arizona 85003-2494
For Contractor:
NEOGOV
ATTN: Damir Davidovic
222 N. Sepulveda Blvd., Suite 2000
El Segundo, CA 90245

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IN WITNESS WHEREOF, this Contract is executed on the date set forth above.
CONTRACTOR
AUTHORIZED SIGNATURE
Damir Davidovic, Chief Executive Officer
222 N. Sepulveda Blvd., Suite 2000
El Segundo, CA 90245
5111/2 ° fc
DATE
MARICOPA COUNTY, ARIZONA
BY:
CHAIRMAN, BOARD OF SUPERVISORS DATE
ATTESTED:
CLERK OF THE BOARD DATE
APPROVED AS TO FORM:
DEPUTY COUNTY ATTORNEY DATE

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EXHIBIT A
PRICING
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NIGP CODE:
RESPONDENT'S NAME: GovemmentJobs.com, Inc. (D/B/A: NEOGOV)
COUNTY VENDOR NUMBER: W000013266
ADDRESS: 222 N. Sepulveda Blvd., Suite 2000, El Segundo, CA 90245
TELEPHONE NUMBER: (310) 658-5715
WEB SITE: NEOGOV (http://www.neogov.com )
CONTACT (REPRESENTATIVE): Kim Koller Goerlitz
REPRESENTATIVE'S E-MAIL ADDRESS: kim@neogov.com>
PAYMENT TERMS.
NET 30 DAYS
1.0 PRICING:
1.1 INSIGHT ENTERPRISE SERVICE* $ 79,556.00 ANNUALLY
$ 68,418.00 5 YEAR PREPAY
1.2 SIGMA TESTING MANAGEMENT SERVICE $ 2,868.50 ANNUALLY
* Includes annual subscription to and posting positions on governmentjobs.com .

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EXHIBIT B
SCOPE OF WORK
1.0 NEOGOV Responsibilities. In connection with the performance of this Agreement, NEOGOV shall be
responsible for the following:
1.1 NEOGOV shall provide all required hosting and operations support for the applications provided
through this agreement.
1.2 NEOGOV shall follow those support, maintenance and other procedures and shall provide those
support, maintenance and other services to Maricopa County more fully described in this
Agreement.
2.0 Maricopa County Responsibilities. In connection with the performance of this Agreement and the
provision of the Services, Maricopa County shall be responsible for the following:
2.1 NEOGOV's logos, including the "powered by" logo, will appear on the "employment
opportunities," "job description" and other pages of Customer's agencygovernmentjobs/maricopa
pages.
2.2 Maricopa County shall be responsible for ensuring that its use of the Services and the performance
of its other obligations hereunder comply with all laws applicable to Maricopa County.
2.3 Maricopa County shall be responsible, as between NEOGOV and Maricopa County, for the
accuracy and completeness of all records and databases provided by Maricopa County in
connection with this Agreement for use on NEOGOV's system.
3.0 Ownership, Protection and Security.
3.1 The parties agree that the NEOGOV marks and Maricopa County marks may both be displayed on
and through NEOGOV's system(s).
3.2 Ownership of any graphics, text, data or other information or content materials and all records and
databases supplied or furnished by Maricopa County hereunder for incorporation into or delivery
through the application(s) described in this agreement shall remain with Maricopa County, and
NEOGOV shall cease use of all such material upon termination of this Agreement.
3.3 Maricopa County acknowledges and agrees that nothing in this Agreement or any other agreement
grants Maricopa County 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.
3.4 NEOGOV grants to Maricopa County a limited license during the term of this 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.
3.5 Maricopa County owns and retains the rights to all its data maintained within Insight Enterprise.
Within ninety (90) days of notification of termination of this Agreement, NEOGOV shall provide
Maricopa County with electronic files comprising Maricopa County's data contained in the
NEOGOV system suitable for importation into commercially available database software.
4.0 NEOGOV Representations and Warranties.
4.1 Service Performance Warranty. NEOGOV warrants that it will perfoiin the Services in a manner
consistent with industry standards reasonably applicable to the performance thereof

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4.2 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.
4.3 Disclaimer of Actions Caused by and/or Under the Control of Third Parties. NEOGOV DOES
NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM THE NEOGOV
SYSTEM AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN
LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR
CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH
THIRD PARTIES CAN IMPAIR OR DISRUPT CUSTOMER'S CONNECTIONS TO THE
INTERNET (OR PORTIONS THEREOF). ALTHOUGH NEOGOV WILL USE
COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL ACTIONS IT DEEMS
APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, NEOGOV CANNOT
GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, NEOGOV
DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH
EVENTS.
5.0 Insight Enterprise Edition (IN)
All functionality and associated upgrades and maintenance is included as part of the Insight Enterprise
Edition license. Insight Enterprise is a hosted, software as a service, solution available through dedicated
NEOGOV hosting services requiring no additional Maricopa County hardware or infrastructure.
NEOGOV will maintain compatibility with major browsers. NEOGOV will maintain failover connectivity
to datacenter switching equipment in order to provide complete redundancy and is responsible for
managing, configuring, and maintaining equipment so each piece of equipment is configured to be
redundant with no single point of failure. In addition, NEOGOV will utilize multiple internet connections
load balanced through firewalls and switches to provide for maximum bandwidth scalability.
5.1 INSIGHT ENTERPRISE Subscription License
Unlimited — site license, users (Insight and Online Hiring Center (OHC), applications,
customer support, technical support, system maintenance, system enhancements, hosting)
The Customer's subscription to the Insight Enterprise Hiring Management Software includes but
is not limited to current and future functionality related to the following:
5.2 Recruitment
• Online job application
• Online applications integration with current Customer website
• Online job announcements and descriptions
• Automatic online job interest cards
• Recruitment and examination planning
5.3 Selection
• Configurable supplemental questions
• Define unique scoring plans
• Test analysis and pass-point setting
• Score, rank, and refer applicants
5.4 Applicant Tracking
• Email and hardcopy notifications
• EEO Data collection and reports

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• Track applicants by step/hurdle
• Schedule written, oral, and other exams
5.5 Reporting and Analysis
• 90 standard system reports
• Reporting Building tool
• All agency data within the system will be available for export out of the system in standard
data format (XML, Excel, CSV, etc.)
•
5.6 HR Automation
• Create, route and track position requisitions and hires for approval
• Certification/eligible lists
• Position Data Integration between NEOGOV and Maricopa County's chosen HRIS
5.7 System Access
• Role based security model ensuring users only have access to areas for which they have been
given access rights
• Maricopa County System Administrator maintains all access rights throughout the system
• NEOGOV employees use their own credentials when accessing Maricopa County data for
auditing purposes
• Operator activity (Insight and OHC) is tracked for auditing and audit logs are available for
review periodically and provide a record of access, configuration changes and user actions
• NEOGOV individual programmer employees are provided temporary access on an as-needed
basis to carry out specific actions that require their involvement.
NEOGOV is responsible for managing hardware and software upgrades for hosting infrastructure equipment.
NEOGOV will maintain support contracts with software, hardware and network infrastructure vendors to keep up to
date with security vulnerabilities and regularly apply critical security patches for all appliances, applications and
operating systems. NEOGOV will use strong encryption products to protect Maricopa County data and
communications. All data will be secured and encrypted both in transmission and at rest.
NEOGOV will maintain a disaster recovery plan and corresponding procedures to ensure business continuation in
the event of an emergency.

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EXHIBIT C
SERVICE LEVEL AGREEMENT
1.0 Application Service Levels.
The hosted solution must meet the response time and availability standards described in this section. If
response time and/or system availability degrades to a level of non-compliance during the periods
specified, The Customer may request a Service Credit for each occurrence and NEOGOV must take the
necessary steps to bring the system back to the required level unless The Customer determines that factors
outside NEOGOV's control, such as The Customer's infrastructure, are the cause.
2.0 Response Times.
Average response times of less than five (5) seconds for screen-to-screen for 95% of all transactions and
less than three (3) seconds average for field-to-field activity is required.
3.0 Standard Service Levels/Warranty.
In the event that The Customer experiences any of the service performance issues defined in this section as
a result of NEOGOV's failure to provide services, NEOGOV will, upon The Customer's request in
accordance with Section A.(2)(vi) below, credit The Customer's account as described below (the "Service
Level Warranty"). The Service Level Warranty shall not apply to any services other than system
availability, and shall not apply to performance issues (i) caused by factors outside of NEOGOV's
reasonable control; (ii) that resulted from any actions or inactions of The Customer or any third parties; or
(iii) that resulted from The Customer's equipment and/or third party equipment (not within the sole control
of NEOGOV).
4.0 Service Warranty Definitions. For purposes of this Contract, the following definitions shall apply:
4.0.1 "Downtime" shall mean sustained System unavailability in excess of three (3) consecutive hours
due to the failure of NEOGOV to provide Service(s) for such period. System unavailability is
defined as inability to login to NEOGOV's systems (this does not include slow performance
and/or intermittent system errors). Downtime shall not include any System unavailability during
NEOGOV's Scheduled Maintenance of the System, and Services, as described herein.
4.0.2 "Scheduled Maintenance" shall mean a period of time where the System is unavailable to The
Customer, and/or any third party, in order for NEOGOV to perform maintenance of the System.
System maintenance includes, but shall not be limited to (i) adding, modifying, or upgrading
equipment software and/or System source code, and; (ii) adding, modifying, or upgrading
equipment.
4.0.3 "Service Credit" shall mean an amount equal to the pro-rata annual recurring service charges (i.e.,
all annual recurring charges) for one (1) day of Service.
4.0.4 Downtime Period. In the event The Customer experiences Downtime, The Customer shall be
eligible to receive from NEOGOV a Service Credit for each Downtime period. Only one Service
Credit can be applied within a twenty-four (24) hour period. Examples: If The Customer
experiences one Downtime period, it shall be eligible to receive one Service Credit. If The
Customer experiences two Downtime periods, from multiple events at least twenty-four (24) hours
apart, it shall be eligible to receive two Service Credits.
4.0.5 Remedy for Downtime. If the source of the Downtime is within the sole control of NEOGOV,
NEOGOV will remedy the Downtime as soon as possible. If the source of the Downtime resides
outside of NEOGOV's System, NEOGOV will use commercially reasonable efforts to notify the
party (ies) responsible for the source of the Downtime and cooperate with it (them) to resolve such
problem as soon as possible.
4.0.6 Failure to Determine Source and/or Remedy. In the event that NEOGOV (A) is unable to
determine the source of the Downtime within the time periods described herein and/or, (B) along

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with any hosting service on which NEOGOV's system resides is the sole source of the Downtime
and is unable to remedy such Downtime within time period described herein, NEOGOV will
deliver a Service Credit to The Customer according to Section A.
5.0 The Customer Must Request Service Credit. In order to receive any of the Service Credits described herein,
The Customer must notify NEOGOV within seven (7) days from the time The Customer becomes eligible
to receive a Service Credit. Failure to comply with this requirement will forfeit The Customer's right to
receive a Service Credit.
6.0 Maximum Service Credit. The aggregate maximum number of Service Credits to be issued by NEOGOV to
The Customer for any and all Downtime periods that occur in a single calendar month shall not exceed
seven (7) Service Credits. A Service Credit shall be issued in NEOGOV's invoice in the year following the
Downtime, unless the Service Credit is due in The Customer's final year of service. In such case, a refund
for the dollar value of the Service Credit will be mailed to The Customer.
7.0 Customer Service Response.
The Customer requires Contractor to be available for telephone customer support from 8:00 am to 8:00 pm
Central time, Monday through Friday. Priority assignments, definitions and responses are defined as:
7.1 NEOGOV System Functionality
Priority 1 - System down. Acknowledgement and updates are governed by Standard Service Level
requirements and liability
7.2 Priority 2 - Inability to conduct daily business - Acknowledgement Online and or via phone within
eight (8) Contractor business hours
7.3 Priority 3 - Daily process is able to be completed, but not efficient - Acknowledgement Online and
or via phone within sixteen (16) Contractor business hours
8.0 NEOGOV Standard Integrations
8.1 4Inbound/Outbound - Identification of Failed/Missing Data Interface: 4 business hours
8.2 Outbound (NEOGOV) Files - Missing Data Integration File Resolution: Within 8 business hours
8.3 Inbound (Customer) - Missing Data Integration File Resolution: Within 16 business hours of
NEOGOV's acknowledged receipt of corrected inbound file(s) from Customer.
8.4 Additionally Customer shall experience no more than 2 occurrences of failed integrations
(regardless of the number of files that failed to import or export) due to any action on behalf of, or
within direct control, of NEOGOV.
8.5 Failure to meet these standards shall result in The Customer receiving a Service Credit.
9.0 Service Credit.
A Service Credit is defined as an amount equal to the annual amount paid by The Customer to NEOGOV
divided by 365. This daily imputed amount is equal to the Service Credit amount. In no case will the
Service Credits due to The Customer for a month exceed the amounts paid by The Customer to NEOGOV.
In the event The Customer terminates this contract with Service Credits still owed to The Customer,
NEOGOV shall compensate The Customer for the monetary value of these Service Credits.

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NEOGOV, 222 N. SEPULVEDA BLVD., SUITE 2000, EL SEGUNDO, CA 90245
PRICING SHEET: NIGP CODE 96162
Terms: NET 30
Vendor Number: W000013266 X
Certificates of Insurance Required
Contract Period: To cover the period ending June 30, 2021.