HomeMy WebLinkAboutContract 54487 DocuSign Envelope ID:DE21 B4D5-0267-4505-B037-874D019DAD2B
City Secretary Contract No. 5
FORT WORTH.
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° cs VENDOR SERVICES AGREEMENT
(Information Technology)
This Vendor Services Agreement("Agreement") is made and entered into by and between the City
of Fort Worth, a Texas home-rule municipal corporation (the "City" or "Licensee") and Greenhouse
Software,Inc.,a Delaware corporation("Vendor"or"Greenhouse").City and Vendor are each individually
referred to herein as a"party"and collectively referred to as the"Parties."The term"Vendor"shall include
Vendor,its officers,agents,employees,representatives,contractors or subcontractors.The term"City"shall
include its officers, employees, agents, and representatives.
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A—Statement Of Work Plus Any Amendments To The Statement Of Work;
3. Exhibit B—Order Form
4. Exhibit C—Service Level Agreement; and
5. Exhibit D—Signature Verification Form
6. Exhibit E—Subprocessor List
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In
the event of any conflict between the documents,the terms and conditions of this Agreement shall control.
The term "Vendor" or "Contractor" shall include the Vendor or Contractor, and its officers, agents,
employees, representatives, servants, contractors or subcontractors.
The term"City"shall include its officers,employees, agents, and representatives.
1. Scope of Services. Vendor hereby agrees, with good faith and due diligence, to provide
the City with the subscriptions for Greenhouse's proprietary recruiting and/or onboarding SaaS products
(the "Software") and services set forth in the Order Form. Specifically, Vendor will perform all duties
outlined and described in the Statement Of Work,which is attached hereto as Exhibit"A"and incorporated
herein for all purposes, and further referred to herein as the "Services."Vendor shall perform the Services
in accordance with standards in the industry for the same or similar services. In addition, Vendor shall
perform the Services in accordance with all applicable federal,state, and local laws,rules,and regulations.
If there is any conflict between this Agreement and Exhibit A,the terms and conditions of this Agreement
shall control.
2. PROPRIETARY RIGHTS OFFICIAL RECORD
CITY SECRETARY
FT. NORTH,TX
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(a) License to Software. Subject to the terms and conditions of the Agreement,Greenhouse grants
to Licensee a non-exclusive,non-transferable, non-sublicensable,worldwide license to access and
use the licensed Software, as provided by Greenhouse, for City's general business use, solely for
the benefit of City during the Tenn in the manner contemplated by the Parties and this Agreement.
(b) Restrictions on Use of Software. Licensee will comply with all applicable laws, rules and
regulations in connection with Licensee's use of the Software.Licensee will not,and will not permit
any third party to: (i)copy,modify,translate,or create derivative works of the Software;(ii)reverse
engineer, decompile, disassemble or otherwise attempt to reconstruct, identify or discover any
source code,underlying ideas,underlying user interface techniques,or algorithms of the Software;
(iii)lend, lease, offer for sale, sell or otherwise use the Software for the benefit of third parties; (iv)
circumvent or attempt to circumvent any technological protective measures put in place to prevent
or restrict access to the Software, including without limitation other accounts,computer systems or
networks connected to the Software;or(v)use or view the Software for the purposes of developing,
directly or indirectly, a product or service competitive to the Software.
(c) Greenhouse Ownership of Greenhouse Services. Except for the rights granted in Section 3(a)
above, Greenhouse retains all right, title and interest, including all intellectual property rights, in
and to the Greenhouse Services.Licensee acknowledges that the Greenhouse Software and Services
may include Greenhouse's valuable trade secrets and improper use or disclosure may cause
Greenhouse irreparable harm.Accordingly, Licensee agrees to use the Greenhouse Services solely
as authorized in this Agreement. Licensee further acknowledges that the license granted pursuant
to this Agreement is not a sale and does not transfer to Licensee title or ownership of the Software
or a copy of the Software, but only a right of limited use. ALL RIGHTS NOT EXPRESSLY
GRANTED HEREUNDER ARE RESERVED TO GREENHOUSE.
(d) Licensee Data. Subject to the terms and conditions of this Agreement, Licensee grants to
Greenhouse a limited, non-transferable, worldwide license to use any material that is entered into
the Greenhouse Account by Licensee, Licensee's employees or contractors, or any third parties
acting on behalf of or at the direction of Licensee(including,for the avoidance of doubt,Licensee's
job applicants) Licensee Data for the purpose of providing the Greenhouse Services; specifically,
to store, process, display, use and generally make the Licensee Data available through the Internet
and the Greenhouse Account in order to provide the Greenhouse Services in accordance with this
Agreement. Licensee acknowledges that Licensee Data will be stored and processed in the United
States. Licensee represents and warrants that: (i) it either owns the Licensee Data or is otherwise
permitted to grant the license set forth in this Section 3(d);(ii)the posting and use of Licensee Data
on or through the Software does not violate the privacy rights,publicity rights,copyrights, contract
rights,intellectual property rights,or any other rights of any person;and(iii)the posting of Licensee
Data on the Software does not result in a breach of contract between Licensee and any third party.
(e)Aggregated Anonymous Data. Licensee agrees that Greenhouse may calculate aggregated or
anonymized statistics about its customers' use of the Software that are non-personally identifiable
with respect to Licensee (the "Licensee Data") and/or any individual and use those statistics (but
not the underlying data)for purposes of Greenhouse's own sales,marketing,business development,
product enhancement, or customer service initiatives. Notwithstanding the foregoing, Greenhouse
shall ensure that the statistics will not contain information that identifies a person, such as a name
or online identifier, that is uploaded into the Software by Licensee or by third parties acting on
Licensee's behalf, including job applicants ("Personal Data").
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3. Use of the Greenhouse Software and Services.
a) Greenhouse's Responsibilities.Greenhouse will make the Software available in accordance with
the Greenhouse SLA, attached here to as Exhibit C,which shall be incorporated into this Agreement in its
entirety,and will provide the Greenhouse Services only in accordance with applicable laws and government
regulations. Greenhouse will perform any Professional Services provisioned under the Agreement in a
professional and workmanlike manner consistent with industry standards. Greenhouse will maintain
appropriate administrative, technical and physical safeguards to protect the security, confidentiality and
integrity of Licensee Data.
(b) Licensee Responsibilities. Licensee will (i) be responsible for its and its Affiliates and
personnel's compliance with this Agreement, (ii) use commercially reasonable efforts to prevent
unauthorized access to or use of the Software,and notify Greenhouse immediately of any such unauthorized
access and/or use of which Licensee becomes aware,and(iii)use the Software only in accordance with this
Agreement and all applicable laws and government regulations. Licensee will not (t) make the Software
available to any third party (except for any third parties acting on behalf of Licensee or at Licensee's
request, such as recruiting agencies), (u) sell, resell, rent or lease the Software, (v) knowingly use the
Software to store or transmit material that infringes the intellectual property rights or other proprietary
rights of any third party or violates third-party privacy rights, (x) knowingly use the Software to transmit
malicious code, (y)attempt to gain unauthorized access on the Software or its related systems or networks,
or(z)interfere with or disrupt the integrity or performance of the Software or any third-party data contained
therein.
4. Term. This Agreement shall commence upon the date set forth in the Order Form
("Effective Date")and shall expire no later than May 2,2026("Expiration Date"),unless terminated earlier
in accordance with the provisions of this Agreement or otherwise extended by the parties.This Agreement
may be renewed for subsequent terms,each a"Renewal Term,"upon mutually executed written agreement.
The City shall provide Vendor with written notice of its intent to renew at least thirty(30)days prior to the
end of each term.
5. Compensation.
(a) City shall pay Vendor all fees set forth on the applicable Order Form, according to the terms
set forth therein. Licensee's payment obligations are non-cancelable and non-refundable,
except in the event of Licensee's termination under Section 6, and all fees are due in advance
and are based on the Greenhouse Services purchased and not actual usage.
(b) ) Payment Terms. For all Fees, Licensee will provide Greenhouse with a valid check, money order,
ACH,wire,credit card, debit card or alternative method of payment reasonably acceptable to
Greenhouse. Licensee is solely responsible for providing Greenhouse accurate and complete billing
and contact information and for notifying Greenhouse of any changes to such information.
(c) Overdue Charges.Greenhouse reserves the right to charge Licensee interest at the rate of 1.5%of the
outstanding balance per month,or the maximum rate permitted by law,whichever is lower, on any
Fees not received within thirty(30)days of the date such payment was due.Additionally, in the event
any Fees are more than thirty(30)days overdue,Greenhouse may suspend its performance of the
Greenhouse Services,and require full payment before Greenhouse resumes performance.
(d) Taxes. Licensee will be responsible for payment of all sales, use,property,value-added,withholding,
or other federal,state or local taxes except for taxes based solely on Greenhouse's net income. If
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Greenhouse is required to pay any such taxes based on the licenses granted in this Agreement or on
Licensee's use of the Services,then such taxes will be billed to and paid by Licensee. For the
avoidance of doubt, all Fees listed herein are exclusive of New York State Sales Tax.
(e) Vendor shall not perform any additional services for City not specified by this Agreement
unless City requests and approves in writing the additional costs for such services. City shall
not be liable for any additional expenses of Vendor not specified by this Agreement unless
City fast approves such expenses in writing. City agrees to pay all invoices of Vendor within
thirty(30) days of receipt of such invoice.
6. Termination.
6.1. Breach. If either party commits a material breach of this Agreement, the non-
breaching Party must give written notice to the breaching parry that describes the breach in
reasonable detail. The breaching party must cure the breach thirty(30)calendar days after receipt
of notice from the non-breaching party, or other tune frarne as agreed to by the parties. If the
breaching parry fails to cure the breach within the stated period of tune, the non-breaching party
may, in its sole discretion, and without prejudice to any other right under this Agreement, law, or
equity, immediately terminate this Agreement by giving written notice to the breaching party.
6.2. Fiscal Funding Out.In the event no funds or insufficient funds are appropriated by
the City in any fiscal period for any payments due hereunder,the City will notify Vendor of such
occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to the City of any kind whatsoever,except
as to the portions of the payments herein agreed upon for which funds have been appropriated.
6.3. Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, the City shall pay Vendor all fees due and payable up to
the effective date of termination and Vendor shall continue to provide the City with services
requested by the City and in accordance with this Agreement up to the effective date of termination,
at which point City's licenses and access to the Greenhouse Software and Services granted under
the Agreement will immediately terminate. In the event Vendor has received access to City
information or data as a requirement to perform services hereunder, Vendor shall provide the City
with the access necessary to export in a machine readable format or other format deemed acceptable
to the City.
7. Disclosure of Conflicts and Confidential Information.
7.1. Confidential Information.
(a) Definition of Confidential Information. As used herein, "Confidential Information"
means all confidential information disclosed by a Party ("Disclosing Party") to the other
Party ("Receiving Party"), whether orally or in writing, that is designated as confidential
or that reasonably should be understood to be confidential given the nature of the
information and the circumstances of disclosure. Without limitation, Licensee's
Confidential Information will include Licensee Data; Greenhouse's Confidential
Information will include the Software; and Confidential Information of each Party will
include business and marketing plans,technology and technical information,product plans
and designs, and business processes disclosed by such Party. However, Confidential
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Information will not include any information that(i)is or becomes generally known to the
public without breach of any obligation owed to the Disclosing Party, (ii) was known to
the Receiving Party prior to its disclosure by the Disclosing Party without breach of any
obligation owed to the Disclosing Party, (iii) is received fi•om a third party without breach
of any obligation owed to the Disclosing Party,or(iv)was independently developed by the
Receiving Party.
(b) Protection of Confidential Information.The Receiving Party will use the same degree
of care to protect the Disclosing Party's Confidential Information that it uses to protect the
confidentiality of its own Confidential Information of like kind(but in no event less than
reasonable care). The Receiving Party agrees (i) not to use any Confidential Information
of the Disclosing Party for any purpose outside the scope of the Agreement,and(ii)except
as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential
Information of the Disclosing Party to those of its and its Affiliates'employees,contractors
and agents who need such access for purposes consistent with this Agreement and who
have signed confidentiality agreements with the Receiving Party containing protections no
less stringent than those herein.Neither Party will disclose the terms of this Agreement or
any Order Form to any third party other than its Affiliates and its legal counsel and
accountants without the other Party's prior written consent.
(c) Compelled Disclosure. The Receiving Party may disclose Confidential Information
of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party
gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally
permitted)and reasonable assistance,at the Disclosing Party's cost, if the Disclosing Party
wishes to contest the disclosure.If the Receiving Party is compelled by law to disclose the
Disclosing Party's Confidential Information as part of a civil proceeding to which the
Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the
Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling
and providing secure access to such Confidential Information.
7.2. Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting
to disclosure.A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.This section takes precedence over the previous section in the event of a conflict.
7.3. Unauthorized Access.Vendor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way.Vendor shall notify the City immediately if the security or integrity of any
City information has been compromised or is believed to have been compromised, in which event,
Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in
identifying what information has been accessed by unauthorized means and shall fully cooperate
with the City to protect such information from further unauthorized disclosure.
8. Right to Audit.
Vendor agrees that the City shall, until the expiration of three (3)years after final payment under
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this Agreement, have access to and the right to examine at reasonable times any directly pertinent
books, documents,papers and records of the Vendor involving transactions relating to this
Agreement at no additional cost to the City. The City shall give Vendor not less than 10 days
written notice of any intended audits.
9. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as
an independent contractor as to all rights and privileges granted herein, and not as agent, representative or
employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement,
Vendor shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, contractors and
subcontractors.Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
the City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees,servants,
contractors and subcontractors. Each party further agrees that nothing herein shall be construed as the
creation of a partnership or joint enterprise between City and Vendor. It is further understood that the City
shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers,agents,servants,
employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or
subcontractors of Vendor shall be entitled to any employment benefits from the City. Vendor shall be
responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its
officers, agents, servants, employees or subcontractors.
10. REPRESENTATIONS AND WARRANTIES
Each party represents and warrants to the other Party that: (a) it is duly organized, validly existing
and in good standing as a corporation or other entity as represented herein under the laws and
regulations of its jurisdiction of incorporation,organization or chartering;(b)it has the right,power
and authority to enter the Agreement and to grant the rights and licenses granted hereunder and to
perform all of its obligations hereunder; (c)the execution of any Order Form(s) incorporating this
Agreement by its representative whose signature is set forth therein has been duly authorized by all
necessary corporate or organizational action of the Party; (d) when any Order Form incorporating
this Agreement is executed and delivered by both Parties,this Agreement will constitute the legal,
valid and binding obligation of such Party, enforceable against such Party in accordance with its
terms;and(e)it will abide by all applicable federal,state and local laws and regulations with respect
to online activities, use of end user data and the products and services offered by each Party in
connection with the Agreement.
11. WARRANTY DISCLAIMER
12. EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN GREENHOUSE
SERVICE LEVEL AGREEEMNT, (the "SLA,") THE SERVICES ARE PROVIDED "AS IS"
WITHOUT WARRANTY OF ANY HIND, AND GREENHOUSE MAKES NO PROMISES,
REPRESENTATIONS OR WARRANTIES,WHETHER EXPRESS,IMPLIED, STATUTORY, OR
OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING THEIR CONDITION,
CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF
ANY LATENT OR PATENT DEFECTS. GREENHOUSE SPECIFICALLY DISCLAIMS ALL
IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS
FOR APARTICULAR PURPOSE AND ALL OTHER IMPLIED OR STATUTORY WARRANTIES,
AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE ABOVE.GREENHOUSE
DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR THAT THE
SERVICES WILL WORK WITHOUT INTERRUPTIONS.
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13. LIMITATION OF LIABILITY.EXCEPT WITH RESPECT TO EITHER PARTY'S
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR THE PARTIES' DEFENSE
OBLIGATIONS, IN NO EVENT WILL EITHER PARTY'S LIABILITY ARISING OUT OF OR
RELATED TO THE AGREEMENT EXCEED THE FEES RECEIVED FROM OR PAYABLE BY
LICENSEE TO GREENHOUSE PURSUANT TO THE AGREEMENT IN THE TWELVE (12)
MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.EXCEPT
FOR A BREACH OF THE LICENSE RESTRICTIONS OR CONFIDENTIALITY OBLIGATIONS,
IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON
ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE) OR OTHERWISE,ARISING OUT OF OR RELATED TO THIS
AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED PROFITS OR
LOSS OR INTERRUPTION OF USE OF ANY FILES, DATA OR EQUIPMENT, EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A
REASONABLE ALLOCATION OF RISK UNDER THIS AGREEMENT. NOTWITHSTANDING
THE FOREGOING, GREENHOUSE'S LIABILITY ARISING FROM A DATA BREACH NOT
CAUSED BY GREENHOUSE'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT WILL
NOT EXCEED 3X THE FEES RECEIVED FROM OR PAYABLE BY LICENSEE TO
GREENHOUSE PURSUANT TO THE AGREEMENT IN THE TWELVE (12) MONTHS
IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
14. LIABILITY AND DEFENSE.
(a) LIABILITY- EACH PARTY SHALL BE LIABLE AND RESPONSIBLE FOR
ANY AND ALL PROPERTY LOSS,PROPERTY DAMAGE AND/OR PERSONAL
INJURY,INCLUDING DEATH,TO ANY AND ALL PERSONS,OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED
BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR
INTENTIONAL MISCONDUCT OF SUCH PARTY, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
(b) DEFENSE OBLIGATIONS-
(i)VENDOR HEREBY COVENANTS AND AGREES TO PAY ALL COSTS
OF DEFENDING THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND
EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS
OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED,)
PERSONAL INJURY, INCLUDING DEATH,TO ANY AND ALL PERSONS,AND
DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE
EXTENT CAUSED BY THE ACTS OR OMISSIONS OF VENDOR, ITS
OFFICERS,AGENTS,SUBCONTRACTORS,SERVANTS OR EMPLOYEES.
(ii) Licensee will pay all costs of defending Greenhouse from (i) any third party
claim, action, suit or proceeding arising out of or resulting from Greenhouse's use of any
Licensee Data, as it was provided to Greenhouse, in accordance with this Agreement; and
(ii) any fines or penalties that may arise as a result of Licensee's breach of the export
restrictions.
(iii)Each Party's defense obligations are subject to the following: (i)the defended
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Party will promptly notify the defending Party in writing of the applicable claim; (ii) the
defending Party will have sole control of the defense and all related settlement negotiations
with respect to the claim (provided that the defending Party may not settle or defend any
claim unless it unconditionally releases the defended Party of all liability); and (iii) the
defended Party will reasonably cooperate to the extent necessary for the defense of such
claim.
14.1. INTELLECTUAL PROPERTY INFRINGEMENT.
14.1.1. The Vendor warrants that all Deliverables, or any part thereof,
furnished hereunder, including but not limited to: programs, documentation,
software,analyses,applications,methods,ways,and processes(in this Section 8C each
individually referred to as a"Deliverable" and collectively as the "Deliverables,") do
not infringe upon or violate any patent,copyrights,trademarks,service marks,trade
secrets, or any intellectual property rights or other third party proprietary rights,in
the performance of services under this Agreement.
14.1.2. Vendor shall be liable and responsible for any and all claims made
against the City for infringement of any patent, copyright,trademark,service mark,
trade secret, or other intellectual property rights by the use of or supplying of any
Deliverable(s)in the course of performance or completion of,or in any way connected
with providing the services, or the City's continued use of the Deliverable(s)
hereunder.
14.1.3. Vendor agrees to defend, settle, or pay, at its own cost and expense,
including the payment of attorney's fees, any claim or action against the City for
infringement of any patent, copyright, trade mark, service mark, trade secret, or
other intellectual property right arising from City's use of the Deliverable(s), or any
part thereof, in accordance with this Agreement, it being understood that this
agreement to defend,settle or pay shall not apply if the City modifies or misuses the
Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or
actions against the City pursuant to this section 8, Vendor shall have the right to
conduct the defense of any such claim or action and all negotiations for its settlement
or compromise and to settle or compromise any such claim; however,City shall have
the right to fully participate in any and all such settlement,negotiations,or lawsuit as
necessary to protect the City's interest, and City agrees to cooperate with Vendor in
doing so. In the event City, for whatever reason, assumes the responsibility for
payment of costs and expenses for any claim or action brought against the City for
infringement arising under this Agreement, the City shall have the sole right to
conduct the defense of any such claim or action and all negotiations for its settlement
or compromise and to settle or compromise any such claim; however, Vendor shall
fully participate and cooperate with the City in defense of such claim or action.
City agrees to give Vendor timely written notice of any such claim or action, with
copies of all papers City may receive relating thereto.If the Deliverable(s),or any part
thereof,is held to infringe and the use thereof is enjoined or restrained or,if as a result
of a settlement or compromise, such use is materially adversely restricted,
Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for
City the right to continue to use the Deliverable(s); or(b)modify the Deliverable(s)to
make them/it non-infringing, provided that such modification does not materially
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adversely affect City's authorized use of the Deliverable(s); or (c) replace the
Deliverable(s) with equally suitable, compatible, and functionally equivalent non-
infringing Deliverable(s)at no additional charge to City;or(d)if none of the foregoing
alternatives is reasonably available to Vendor, terminate this Agreement,and refund
all amounts paid to Vendor by the City, subsequent to which termination City may
seek any and all remedies available to City under law.
14.2. Data Breach. Vendor further agrees that it will monitor and test its data
safeguards from time to time, and further agrees to adjust its data safeguards from time to
time in light of relevant circumstances or the results of any relevant testing or monitoring. If
Vendor suspects or becomes aware of any unauthorized access to any financial or personal
identifiable information held or stored by Vendor ("Personal Data") by any unauthorized
person or third party, or becomes aware of any other security breach relating to Personal
Data held or stored by Vendor under this Agreement or in connection with the performance
of any services performed under this Agreement or any Statement(s) of Work ("Data
Breach"),Vendor shall immediately notify City in writing and shall fully cooperate with City
at Vendor's expense to prevent or stop such Data Breach.In the event of such Data Breach,
Vendor shall fully and immediately comply with applicable laws, and shall take the
appropriate steps to remedy such Data Breach. Vendor will defend City, its Affiliates, and
their respective officers,directors,employees and agents,harmless from and against any and
all claims, suits, causes of action, liability, loss, costs and damages, including reasonable
attorney fees,arising out of or relating to any third party claim arising from breach by Vendor
of its obligations contained in this Section, except to the extent resulting from the acts or
omissions of City.All Personal Data to which Vendor has access under this Agreement, as
between Vendor and City,will remain the property of City. City hereby consents to the use,
processing and/or disclosure of Personal Data only for the purposes described herein and to
the extent such use or processing is necessary for Vendor to carry out its duties and
responsibilities under this Agreement, any applicable Statement(s) of Work, or as required
by law.Vendor will not transfer Personal Data to third parties other than through its
underlying network provider to perform its obligations under this Agreement, unless
authorized in writing by City.Vendor's obligation to defend City shall remain in full effect if
the Data Breach is the result of the actions of a third party.All Personal Data delivered to
Vendor shall be stored in the United States or other jurisdictions approved by City in writing
and shall not be transferred to any other countries or jurisdictions without the prior written
consent of City.
15. Subcontracting.
15.1. Notwithstanding this, City consents to Greenhouse engaging third party
subprocessors to process the Licensee Data provided that: (i) Greenhouse provides at least 30
days'prior written notice of the addition of any subprocessor(including details of the processing
it performs or will perform); (ii) Greenhouse imposes data protection terms on any subprocessor
it appoints that protect the Licensee Data to the same standard provided for by this Agreement;
and(iii)Greenhouse remains fully liable for any breach of this Agreement that is caused by an
act, error or omission of its subprocessor.A list of approved subprocessors as of the date of this
Agreement is attached hereto as Exhibit E. If City refuses to consent to Greenhouse's
appointment of a third party subprocessor on reasonable grounds relating to data protection,then
either Greenhouse will not appoint the subprocessor or City may elect to suspend or terminate the
Agreement.
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16. Insurance.
16.1. The Vendor shall carry the following insurance coverage with a company that is
licensed to do business in Texas or otherwise approved by the City:
16.1.1. Commercial General Liability:
16.1.1.1. Combined limit of not less than $2,000,000 per
occurrence; $4,000,000 aggregate; or
16.1.1.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of
$4,000,000. Umbrella policy shall contain a follow-form provision and shall
include coverage for personal and advertising injury.
16.1.1.3. Defense costs shall be outside the limits of liability.
16.1.2. Automobile Liability Insurance covering any vehicle used in providing
services under this Agreement, including owned, non-owned, or hired vehicles, with a
combined limit of not less than$1,000,000 per occurrence.
16.1.3. Professional Liability (Errors & Omissions) in the amount of$1,000,000
per claim and$1,000,000 aggregate limit.
16.1.4. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
16.1.5. Technology Liability(Errors &Omissions)
16.1.5.1. Combined limit of not less than $2,000,000 per
occurrence; $4million aggregate or
16.1.5.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of
$4,000,000. Umbrella policy shall contain a follow-form provision and shall
include coverage for personal and advertising injury. The umbrella policy shall
cover amounts for any claims not covered by the primary Technology Liability
policy. Defense costs shall be outside the limits of liability.
16.1.5.3. Coverage shall include, but not be limited to, the
following:
16.1.5.3.1. Failure to prevent unauthorized access;
16.1.5.3.2. Unauthorized disclosure of information;
16.1.5.3.3. Implantation of malicious code or computer
virus;
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16.1.5.3.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
16.1.5.3.5. Intellectual Property Infringement coverage,
specifically including coverage for intellectual property infringement
claims and for indemnification and legal defense of any claims of
intellectual property infringement, including infringement of patent,
copyright, trade mark or trade secret, brought against the City for use of
Deliverables, Software or Services provided by Vendor under this
Agreement;
16.1.5.3.6. Technology coverage may be provided through
an endorsement to the Commercial General Liability (CGL) policy, a
separate policy specific to Technology E&O, or an umbrella policy that
picks up coverage after primary coverage is exhausted. Either is
acceptable if coverage meets all other requirements. Technology coverage
shall be written to indicate that legal costs and fees are considered outside
of the policy limits and shall not erode limits of liability. Coverage shall
be claims-made, with a retroactive or prior acts date that is on or before
the effective date of this Agreement. Coverage shall be maintained for the
duration of the contractual agreement and for two (2) years following
completion of services provided. An annual certificate of insurance, or a
full copy of the policy if requested, shall be submitted to the City to
evidence coverage; and
16.2. General Insurance Requirements:
16.2.1. All applicable policies shall name the City as an additional insured
thereon, as its interests may appear.
16.2.2. A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to the City. Ten(10) days' notice shall be acceptable
in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City
of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City
Attorney at the same address.
16.2.3. The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A-VII in the
current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that required,
written approval of Risk Management is required.
16.2.4. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
16.2.5. Certificates of Insurance evidencing that the Vendor has obtained all
required insurance shall be delivered to and approved by the City's Risk Management
Division prior to execution of this Agreement.
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17. Compliance with Laws, Ordinances,Rules and Regulations. Each party agrees to comply
with all applicable federal, state and local laws, ordinances, rules and regulations. If either party notifies
the other of any violation of such laws,ordinances,rules or regulations,such party shall immediately desist
from and correct the violation.
18. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subcontractors and successors in interest,as part of the consideration herein,agrees that in the performance
of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of
any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged
violation of this non-discrimination covenant by Vendor, its personal representatives, assigns,
subcontractors or successors in interest,Vendor agrees to assume such liability and to defend the City and
hold the City harmless from such claim.
19. Assignment.Neither Party may assign the Agreement or any rights or obligations
hereunder, directly or indirectly, by operation of law or otherwise,without the prior written consent of the
other Party; provided,however,that either Party may assign the Agreement to a parent, affiliate,
subsidiary, or successor to its business, if any,resulting from a merger, acquisition, or other change in
control. Subject to the foregoing,the Agreement will inure to the benefit of and be binding upon the
Parties and then respective successors and permitted assigns.Any attempted assignment in violation of
this Section 19 will be null and void.
20. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees,servants or representatives,(2)delivered by email to the address specified below with electronic
confirmation of the transmission, or(3)received by the other party by United States Mail,registered,return
receipt requested, addressed as follows:
TO THE CITY: TO VENDOR:
City of Fort Worth Greenhouse Software,Inc.
Attn: Jesus Chapa, Deputy City Manager Attn: Legal
200 Texas Street 18 West 18th Street, 11'Fl.
Fort Worth TX 76102 New York,NY 10011
Facsimile : (817)3928654
With copy to legal@greenliouse.io
With Copy to the City Attorney
at same address
21. Govermmental Powers. It is understood and agreed that by execution of this Agreement,
the City does not waive or surrender any of its governmental powers.
22. U.S. Government Rights. To the extent applicable, Greenhouse provides the Greenhouse
Services, including related software and technology, for ultimate federal government end use solely in
accordance with the following: Government technical data and software rights related to the Services
include only those rights customarily provided to the public as defined in this Agreement. This customary
commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212
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(Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data —
Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer
Software Documentation).If a government agency has a need for rights not conveyed under these terms,it
must negotiate with Greenhouse to determine if there are acceptable terms for transferring such rights, and
a mutually acceptable written addendum specifically conveying such rights must be included in any
applicable contract or agreement.
23. Export Regulations. Licensee agrees to comply with all applicable export and re-export
control laws and regulations,including the Export Administration Regulations ("EAR")maintained by the
U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's
Office of Foreign Assets Control, and the International Traffic in Aims Regulations ("ITAR") maintained
by the Department of State. Specifically,Licensee covenants that it will not-- directly or indirectly-- sell,
export, re-export,transfer, divert,or otherwise dispose of any products, software, or technology(including
products derived from or based on such technology)received fi•om Greenhouse under the Agreement to any
destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining
prior authorization from the competent government authorities as required by those laws and regulations.
24. No Waiver. The failure of the City or Vendor to insist upon the performance of any term
or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the
City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
25. Governing Law and Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas..
26. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable,the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
27. Force Majeure. The City and Vendor shall exercise their best efforts to meet their
respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or
omission in performance due to force majeure or other causes beyond their reasonable control (force
majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts
of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor
restrictions by any governmental authority,transportation problems and/or any other similar causes.
28. Headings Not Controlling. Headings and titles used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
29. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed
this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
30. Amendments. No amendment of this Agreement shall be binding upon a party hereto
unless such amendment is set forth in a written instrument, and duly executed by an authorized
representative of each party.
31. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any
documents incorporated herein by reference, contains the entire understanding and agreement between the
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City and Vendor, their assigns and successors in interest, as to the matters contained herein.Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
32. Counterparts, This Agreement may be executed in one or more counterparts and each
counterpart shall,for all purposes,be deemed an original, but all such counterparts shall together constitute
one and the same instrument.An executed Agreement,modification,amendment,or separate signature page
shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects
the signing of the document by any party. Duplicates are valid and binding even if an original paper
document bearing each patty's original signature is not delivered.
33. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City,Vendor shall provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR SHALL DEFEND CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES.
City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for
violations of this provision by Vendor.
34, Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if
either City or Vendor has a claim, dispute,or other matter in question for breach of duty, obligations, services
rendered or any warranty that arises under this Agreement,the parties shall fast attempt to resolve the matter
through this dispute resolution process. The disputing party shall notify the other party fit writing as soon as
practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and
list the party's specific reasons for such dispute. Within ten(10) business days of receipt of the notice, both
patties shall commence the resolution process and make a good faith effort,either through email,mail,phone
conference,in person meetings,or other reasonable means to resolve any claim,dispute,breach or other matter
in question that may arise out of,or in connection with this Agreement. If the parties fail to resolve the dispute
within sixty(60)days of the date of receipt of the notice of the dispute,then either party shall have the right to
exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the
patties may be attempting to resolve a dispute in accordance with this informal dispute resolution process,
the parties agree to continue without delay all of their respective duties and obligations under this
Agreement not affected by the dispute. Either party may, before or during the exercise of the informal
dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining
order or preliminary injunction where such relief is necessary to protect its interests.
35. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less
than$100,000,this section does not apply.Vendor acknowledges that in accordance with Chapter 2270 of
the Texas Government Code, City is prohibited from entering into a contract with a company for goods or
services unless the contract contains a written verification from the company that it: (1) does not boycott
Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and
"company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government
Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to
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City that Vendor• (1) does not boycott Israel; and (2) ivill not boycott Israel during the term of the
Agreement.
36. Reporting Requirements.
36.1. For purposes of this section,the words below shall have the following meaning:
36.1.1. Child shall mean a person under the age of 18 years of age.
36.1.2. Child pornography means an image of a child engaging in sexual conduct
or sexual performance as defined by Section 43.25 of the Texas Penal Code.
36.1.3. Computer means an electronic, magnetic, optical, electrochemical, or
other high-speed data processing device that performs logical, arithmetic, or memory
functions by the manipulations of electronic or magnetic impulses and includes all input,
output,processing, storage,or communication facilities that are connected or related to the
device.
36.1.4. Computer technician means an individual who, in the course and scope of
employment or business, installs, repairs, or otherwise services a computer for a fee. This
shall include installation of software,hardware, and maintenance services.
36.2. Reporting Requirement. If Vendor meets the definition of Computer Technician as
defined herein, and while providing services pursuant to this Agreement, views an image on a
computer that is or appears to be child pornography,Vendor shall immediately report the discovery
of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the
National Center for Missing and Exploited Children.The report must include the name and address
of the owner or person claiming a right to possession of the computer, if known, and as permitted
by law. Failure by Vendor to make the report required herein may result in criminal and/or civil
penalties.
37. Signature Authority. The person signing this agreement hereby warrants that he/she has
the legal authority to execute this agreement on behalf of the respective party, and that such binding
authority has been granted by proper order,resolution, ordinance or other authorization of the entity. This
Agreement, and any amendment(s) hereto, may be executed by any authorized representative of Vendor
whose name, title and signature is affixed on the Verification of Signature Authority Form, which is
attached hereto as Exhibit"E" and incorporate herein by reference. Each party is fully entitled to rely on
these warranties and representations in entering into this Agreement or any amendment hereto.
38. Survival of Provisions. The parties'duties and obligations pursuant to Section 4.4(Duties
and Obligations), 5 (Disclosure of Conflicts and Confidential Information), Section 6(Right to Audit),and
Section 8 (Liability and Defense)shall survive termination of this Agreement.
(signature page follows)
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ACCEPTED AND AGREED:
CITY:
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
By: performance and reporting requirements.
Name: Jesus J. Chapa
Title: Deputy City Manager
Date: 9 A,- By:
Name: Neena Kovuru
APPROVAL RECOMMENDED: Title: Assistant Director of Human Resources
APPROVED AS TO FORM AND LEGALITY:
By:
Name:
/ vri
Name: Nathan Gregory By:
Title: Assistant Human Resources Director Name: lohn B. Strong
Title: Assistant City Attorney
ATTEST:
CONTRACT AUTHORIZATION:
M&C: _20-0656
By: 144?-
j _:��. ;. , Date Approved: 9/15/2020
Name ry Kayser ' ''Title: ity Secretary fra `,1 '• t` �'lj 1295 Certification No.:
VENDOR:
Greenhouse software, Inc.
DocuSigned by:
By: C!W022C17BM
IAdt t ("f
Name: t
Title: CEO
9/15/2020
Date: FOFFICIALRECORDRETARYTH,TIC
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EXHIBIT A
SCOPE OF SERVICES
STATEMENT OF WORK
EXPERT GHR/GHO IMPLEMENTATION AND HRIS INTEGRATION
This Statement of Work is hereby incorporated into The Master Subscription Agreement entered into
9/15 b and between Greenhouse Software,Inc. ("Greenhouse")and the City of Fort Worth("Licensee") on
(the"Agreement").
Implementation Services,provided pursuant to this SOW,will consist of consulting in order to facilitate the
implementation of the Greenhouse Recruiting and Onboarding instance.
Integration Services will consist of consulting in order to facilitate an integration between Licensee's
Greenhouse instance and its HR System,Taleo (the"HR System"),using a system integration provider
selected and retained independently by Licensee(the"Systems Integrator").
This SOW will be effective on the later date set forth in the signature block below(the"SOW Effective Date").
I. Scope of Services
The Greenhouse Implementation Team will partner with Licensee to complete a design review,
training,implementation,and HRIS integration design.The scope and phases will consist of the
following to be outlined in the implementation project plan and schedule:
A. Phase 1:Greenhouse Recruiting Implementation Planning
i. Greenhouse will host(1)implementation kickoff session at(60)minutes and two (2) Design
Review sessions,ninety(90)minutes each.These sessions will consist of:
a. Review and define Licensee's organization reporting structure
b. Review and confirm Careers page options
c. Review the candidate lifecycle and define the optimal interview staging flow for can-
didates by business unit
d. Review permissions and define user groups for Greenhouse access
e. Capture data at the job,candidate,and offer levels
f. Review and define job and offer approval chains
g. Review and define offer letter structure and any conditional sections
h. Review all reporting options and relationship to data integrity
ii. Phase I Deliverables:
a. Customized Implementation Project Plan
b. Completed Design Workbook with Licensee Sign-Off
c. Two (2)audio/video recorded design review sessions
B. Phase 11:Greenhouse Recruiting Implementation Training
i. Greenhouse will host four(4),sixty(60)minute standard training sessions:
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a. Basic Account Configuration-
Review the Greenhouse components to be configured in the platform to meet the
requirements outlined in the design workbook
b. New Job Setup-
Discuss the process of building out a job in Greenhouse that abides by our best
practices and structured hiring philosophy
c. Candidate Management-
Discuss through the end to end process for how candidates enter the Greenhouse
platform and all the touchpoints with them from application reviews until a
rejection or offer event
d. Active Candidate Migration-
Review process and considerations for moving active candidates to Greenhouse
before go-live
ii. Phase II Deliverables:
a. Four(4) audio/video recorded standard training sessions
C. Phase III:Greenhouse Recruiting Implementation
i. Greenhouse hosts weekly thirty(30)minute implementation calls through the duration of
the implementation time frame consisting of consultation on product,configuration,and best
practices.Additional calls can be scheduled for thirty(30)minutes,up to and not exceeding a
total of one(1)hour weekly through the duration of the implementation timeframe.Sched-
uled meetings will be based upon agreement between the Greenhouse Implementation team.
and Licensee.
ii. Licensee completion of the following in-app features:
a. Create all user accounts or supervise account creation via SSO
b. Assign user permissions and configure permission policies
c. Configuration of offices and departments
d. Configuration of notifications by job and/or user
e. Customization of job,application,candidate,and opening fields
f. Customization of agency,referral,and rejection questions
g. Customization of metadata
h. Configuration of job and offer approval workflows
L Configuration of the internal job board
j. Configuration of template jobs
k. Customization of email and social templates
1. Customization of job offer fields
m. Upload and categorization of offer letter templates
n. Configuration of Candidate Survey and Packets
o. Configuration of desired in-app integrations
p. Launch of Greenhouse-powered careers page
iii. Licensee is responsible for the completion of the following integrated features(when appli-
cable).Licensee may direct questions regarding these integrations to the Greenhouse sup-
port team via the standard Greenhouse support channels,including chat and email.
a. Configuration of SSO (via SAML)
b. Configuration of email domain verification(SPF/DKIM)
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c. Configuration of calendar and/or scheduling integrations
d. Partner integrations(out-of-the-box and custom)
e. Configuration of job board integration
f. Launch of a Greenhouse-powered careers page
g. Additional integrated services including,but not limited to:
i. HRIS
ii. Email Client
iii. Background Check Provider
iv. Sourcing Tools/Sites
V. Candidate Testing/Assessment Tools
vi. Video Interviewing
vii. eSignature Provider
viii. Scheduling Tool
ix. BI Tool
X. Onboarding Service
iv. Phase III Deliverables:
a. Architecture Decision Record(ADR)-captures all the major system decisions made
throughout the implementation process.This document serves as a historical record
for new administrative employees and to retain knowledge during any team turno-
ver.
b. Go-Live Readiness Assessment-this assessment will be done by your Implementa-
tion Strategist to evaluate various parts of your Greenhouse configuration to ensure
they meet our general guidelines and best practices for go-live.
c. UAT Guides for job and candidate management-these scripts are based on default
Greenhouse workflows.You'll be able to edit these scripts to match your custom
workflows and then have your team run end-to-end workflow testing while noting
which steps pass or fail.
d. Project Closure Document-this document outlines the percent completion of your
project plan and any pertinent notes on next steps-ultimately defining opportuni-
ties for further development post go-live with your Customer Success and Account
Manager.
D. Phase IV:Greenhouse Onboarding Implementation Planning
i. Greenhouse will host(1) Onboarding implementation kickoff session at(60)minutes and
two (2) Design Review sessions,ninety(90) minutes each.These sessions will consist of:
a. Review Licensee's organization structure in Greenhouse Recruiting and map to
Greenhouse Onboarding
b. Review Licensee's field configuration in Greenhouse Recruiting and map to Green-
house Onboarding
c. Review and define additional data capture needs for new hire
d. Review and define Licensee's onboarding task list
e. Review and define Licensee's e-signature capture needs
f. Review and define New Hire Feedback Survey
g. Review Welcome Experience design options
h. Review permissions and define user groups for Greenhouse Onboarding access
i. Review all reporting options and relationship to data integrity
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ii. Phase IV Deliverables:
a. Customized Implementation Project Plan
b. Completed Design Workbook with Licensee Sign-Off
c. Two(2)audio/video recorded design review sessions
E. Phase V.Greenhouse Onboarding Implementation Training
i. Greenhouse will host three(3),sixty(60)minute standard training sessions:
a. End-to-End New Hire Management-
Discuss through the end-to-end process for how new hires enter the Greenhouse
platform and all the touchpoints with them during onboarding
b. Reporting-
Review reporting capabilities,including but not limited to tracking new hire
progress,pulling custom field reports,and task completion reporting
c. Basic Account Configuration-
Review the Greenhouse components to be configured in the platform to meet the
requirements outlined in the design workbook,including but not limited to custom
fields and permission groups
ii. Phase V Deliverables:
a. Three(3)audio/video recorded standard training sessions
F. Phase VI:Greenhouse Onboarding Implementation
i. Greenhouse hosts weekly thirty(30) minute implementation calls through the duration of
the implementation time frame consisting of consultation on product,configuration,and best
practices.Additional calls can be scheduled for thirty(30)minutes,up to and not exceeding a
total of one(1)hour weekly through the duration of the implementation timeframe.Sched-
uled meetings will be based upon agreement between the Greenhouse Implementation team
and Licensee.
ii. Licensee completion of the following in-app features:
a. Assign user permissions and configure permission groups
b. Configuration of locations and departments
c. Customization of new hire fields
d. Customization of Welcome Experience
e. Customization of email templates
f. Configuration of tasks
g. Configuration and field mapping for e-signature templates
h. Customization of feedback questions
i. Configuration of desired in-app integrations
j. Configuration and testing of all onboarding criteria and rules assignments on tasks,
e-signatures,fields,emails,and welcome experience pages
iii. Licensee is responsible for the completion of the following integrated features(when appli-
cable).Licensee may direct questions regarding these integrations to the Greenhouse sup-
port team via the standard Greenhouse support channels,including chat and email.
a. Configuration of SSO (via SAML)
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b. Partner integrations(out-of-the-box)
c. Additional custom integrated services
iv. Phase VI Deliverables:
a. Go-Live Readiness Assessment
b. UAT Guides for new hire management
G. Phase VII:Integration
L A Greenhouse Technical Consultant will lead a maximum of twelve(12) HRIS integration re-
quirements gathering and design sessions.These sessions will provide guidance on how to
design and implement an integration between the HR System and the Licensee's Greenhouse
instance. Sessions can be used to consult on the following integration workflows between
Greenhouse and the HR System:
a. Import users and permissions from the HR System to Greenhouse
b. Import custom field metadata,such as Cost Centers
c. Import jobs from the HR System to Greenhouse
d. Export new hires from Greenhouse to the HR System
e. Export documents from Greenhouse to the HR System
ii. Phase VII Artifacts(inputs to be completed by Licensee):
a. Field and metadata mappings
b. Integration logic requirements
c. End user process maps-these document the steps an end user should take to make
the integration work between Greenhouse and the HR System.
d. UAT test cases guide-this provides general use cases Greenhouse recommends test-
ing and is a place to document test cases that come up during the consulting discus-
sions.
e. Sandbox setup checklist-steps Greenhouse recommends to set up sandbox since it
is not a copy of production.
f. Production cutover checklist-steps the Technical Consultant recommends to ensure
Greenhouse is configured to meet the integration requirements.For the purposes of
an implementation this may be combined with the implementation project plan.
H. Resources
Greenhouse will assign the following resource(s),defined as the"Greenhouse Implementation
Team",to assist with the implementation of Licensee's Greenhouse Recruiting instance and
integration with its HR System.Greenhouse reserves the right to assign the same resource to fulfill
both roles:
i. A Project Manager to act as the main point of contact overseeing the entire implementation,
build a custom project plan,keep track of scheduled milestones,and help mitigate any block-
ers.This work is contingent upon licensee involvement and a mutually agreed upon go-live
date.
ii. An Implementation Strategist to provide design expertise,project team training,configura-
tion consultation,and best practices on Greenhouse Recruiting.
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iii. A Technical Consultant to provide guidance on how to design and implement an integra-
tion between Greenhouse and the HR System.
iv. A Greenhouse Onboarding Customer Success Manager to provide design expertise and
best practices on implementing Greenhouse Onboarding.
II. Responsibilities
A. Greenhouse Responsibilities:
i. Greenhouse Project Manager:
a. Act as the single point of contact for the Licensee for the duration of the Implemen-
tation timeframe.
b. Partner with Licensee to develop a customized Greenhouse implementation project
plan in collaboration with the Implementation Strategist and Technical Consultant to
govern system setup,configuration,and integration.
c. Scope and track timelines,phases,and key milestones and provide regular status
updates on the health of the implementation.
d. Triage and mitigate scope changes and project risks.
e. Provide Project Closure Document at the conclusion of the implementation period.
ii. Greenhouse Implementation Strategist:
a. Create initial user accounts on Licensee's new instance of Greenhouse.This user ac-
count will have full system admin permissions.
b. Conduct an implementation kick-off session including relevant stakeholders from
Greenhouse.
c. Provide pre-built best practice guides,team training materials,video tutorials,and
other shared resources.
d. Lead the design and training sessions outlined in Phase I and II of the Scope of Ser-
vices.
iii. Greenhouse Technical Consultant:
a. Collaborate with Licensee in an initial integration engagement kick-off meeting to
coordinate topics,including but not limited to: consulting session schedules,appro-
priate attendees,Licensee responsibilities,and session goals.
b. Lead the remote consulting sessions with the Licensee to provide guidance on the
topics and artifacts detailed in Phase VII.
c. Provide documentation resources as outlined in the Phase VII Artifacts to lead each
consulting session and provide to Licensee to help complete design and scoping
milestones between consulting sessions.
d. Execute preparation and follow up for each consulting session,which shall include
reviewing Licensee's Greenhouse configurations and Licensee's updates to the inte-
gration design artifacts as needed.
e. Provide email support between the consulting sessions to answer questions regard-
ing the integration design,integration capabilities,or session artifacts.Issues that
require troubleshooting may be directed to the Greenhouse Support Engineering
team via email support if they require additional investigation or escalation to the
Greenhouse production support team.
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iv. Greenhouse Onboarding Customer Success Manager:
a. Create initial user accounts on Licensee's new instance of Greenhouse Onboarding.
This user account will have full system admin permissions.
b. Conduct an implementation kick-off session including relevant stakeholders from
Greenhouse.
c. Provide pre-built best practice guides,team training materials,video tutorials,and
other shared resources.
d. Lead the design and training sessions outlined in Phase V and VI of the Scope of Ser-
vices.
B. Licensee Responsibilities:
i. Designate a project lead to participate in the initial implementation kick-off call and subse-
quent implementation strategy calls,as well as coordinate additional required resources.
Project lead is responsible for coordinating the Licensee stakeholders needed to ensure a
successful implementation.
a. Provide names and contact information of key project collaborators(configuration
leads,advisors,TA leadership,recruiters,hiring managers).
b. Partner with Greenhouse to align on implementation plan and update tasks/mile-
stones.
c. Identify Licensee's own resources necessary to complete tasks that require configu-
ration outside of the Greenhouse instance,including but not limited to:
1. Configuration of SSO (via SAML)
2. Configuration of email verification(SPF/DKIM)
3. Configuration of job board integration
4. Launch of a Greenhouse-powered careers page
S. Development of any custom integrations
d. Perform migration of all active candidates and active jobs from current ATS into
Greenhouse.
e. Keep the Greenhouse implementation team apprised of any major foreseeable de-
lays caused by Licensee's internal resourcing,including employee turnover,time off,
and other circumstances.
f. Complete all configuration of the product as listed in Phase III and Phase VI of the
Scope of Services.
g. Sign off on Design Workbook completion.
ii. Designate a primary point of contact who will work alongside the identified Greenhouse
Technical Consultant.Licensee's primary point of contact will be responsible for leading the
HR System integration from within Licensee's organization,including coordinating the inte-
gration kickoff call and subsequent strategy sessions with internal employees and the Licen-
see's System Integrator.
a. Work with Licensee's Systems Integrator to create project and integration plans for
HRIS,with support from Greenhouse as detailed above.
b. Perform the configuration of Licensee's HR System and Greenhouse sandbox and
production instances.
c. Complete tasks and respond to Technical Consultant according to a mutually agreed
timeline to ensure progress between strategy sessions.
d. Execute integration build,acceptance testing and deployment.
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e. Identify a designated person who has authority to approve additional support hours
as outlined below under Schedule.
III. Prerequisites
The following items are requirements that must be met by Licensee prior to the start of the services
engagement,defined by the start of Phase I of the project scope:
A. Licensee must provide documentation on Licensee's recruiting processes to support the de-
cisions that will be made during the Phase I design review,including but not limited to:
i. Process flows
a. How headcount and jobs are budgeted,approved,and created
b. Interaction steps(both automated and manual)that a candidate goes
through from application to offer
ii. job application forms/templates
iii. Organizational structure(offices and departments)
iv. Offer letter templates
V. Existing recruiting metrics
B. Licensee must provide documentation on Licensee's onboarding processes to support the
decisions that will be made during the Phase IV design review,including but not limited to:
i. Process flows
a. How employees are handed off from TA to HR for onboarding
b. Milestones and interaction steps(both automated and manual)in employee
onboarding process
ii. Existing new hire communication templates
iii. Existing onboarding metrics
iv. List of users responsible for managing onboarding process and/or completing tasks,
in format to be provided by Greenhouse Onboarding Customer Success Manager
C. Attain a basic level of familiarity with Greenhouse functionality and terminology by review-
ing resources provided by Greenhouse before the implementation kickoff.
D. Licensee has purchased all modules in the relevant HR System that are required in order to
facilitate the integration with Greenhouse.
E. Licensee has retained the services of a Systems Integrator that will be responsible for per-
forming the implementation of the integration and providing guidance on HR System config-
urations and integration workflows.
IV. Exclusions
The following items are excluded from the scope of services to be provided by the Greenhouse
Implementation team under this SOW:
A. Hands-on configuration of the Licensee's Greenhouse instance by the Greenhouse Implemen-
tation team.
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B. End user training for stakeholders outside of the Licensee's core implementation team.This
custom training can be made available as a separate offering,pursuant to an SOW amend-
ment and the availability of training resources.
C. Technical consultation on the integrated services,excluding HRIS,listed in but not limited to
Scope of Services Phase III,section iii.Outside the standard use of our Help Center,Support
email and chat SLAB,the licensee is fully responsible for implementation of these integra-
tions.
D. Services and timeframe for the development,build,testing,and deployment of the HR Sys-
tem integration.
V. Schedule
A. Greenhouse and Licensee are to adhere to a sixteen(16)week implementation
timeframe,inclusive of both weekdays and weekends.
B. The implementation period begins on the day of the initial kick-off call unless otherwise
agreed upon by Greenhouse and Licensee.The implementation period ends upon issuance of
the Project Closure Document unless otherwise agreed upon by Greenhouse and Licensee.
C. Greenhouse will provide contact details for the Implementation Strategist within five(5)
business days of receiving a fully executed Agreement from Licensee.
D. Greenhouse will make reasonable efforts to ensure that the originally designated Implemen-
tation team will continue to provide implementation services.Licensee understands and
acknowledges that a change to the Greenhouse Implementation team may be required to
meet any agreed upon modifications to the Implementation timeframe.
E. For implementation portion of Scope,Licensee-requested extensions of the timeframe or de-
lays caused by licensee negligence of Scope,Prerequisites,Exclusions,or Responsibilities in
excess of two(2)weeks will be subject to additional implementation fees that will accrue on
a daily pro-rated basis,based on the cost of the initial implementation.
F. The first week of the Integration Consulting Period shall commence with a designated inte-
gration engagement kick-off call.The Technical Consultant will meet with Licensee for a max-
imum of up to twelve(12) consulting sessions over six(6) consecutive weeks to provide
guidance on the topics and artifacts as outlined in Phase VII.Integration Consulting sessions
can be held up to two (2)times per week and will be no longer than ninety(90)minutes
each.
G. The fees associated with this SOW will be referenced on an applicable order form,but may be
subject to increase due to timeline extension as described above.
H. Any material change to the timeline or scope of sessions outlined in Scope of Services may
require the parties to renegotiate the scope,duration,and pricing associated with the work
provisioned under this SOW under Change Management Section VII.
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I. The parties agree that all fees under this Statement of Work are due in advance and are
based on the terms and services agreed upon herein rather than actual usage.Payment obli-
gations set forth herein are non-cancelable,and fees paid are non-refundable,subject to the
terms of the Agreement.
J. Both parties acknowledge that the timeline associated with this SOW is dependent on varia-
bles including but not limited to:material changes to the scope of Licensee's implementation,
Licensee's timeliness in complying with the prerequisites set forth in Section III,configura-
tion decisions,and/or the responsiveness and availability of Licensee resources.
VI. Fees
A. The fees associated with this SOW will be referenced on an applicable order form,but may be
subject to increase due to timeline extension as described in Section V.
B. Any material change to the timeline or scope of sessions outlined in Scope of Services may
require the parties to renegotiate the scope,duration,and pricing associated with the work
provisioned under this SOW under Change Management Section VII.
C. The parties agree that all fees under this Statement of Work are due in advance and are
based on the terms and services agreed upon herein rather than actual usage.Payment obli-
gations set forth herein are non-cancelable,and fees paid are non-refundable,subject to the
terms of the Agreement.
K. In the event that this SOW is not executed by both parties on or before September 30, 2020 it
shall become void and will have no force or effect.
VII. Change Management
A. Any material change by Licensee to the timeframe and scope of the services that requires a
modification or extension of the service period or lapse in subscription may incur additional
fees and a mutually executed amendment to this SOW for adjustment to scope,duration or
fees.
Accepted and Agreed to by:
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GRE W /AFT1WARE,INC. City of Fort Worth
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Vendor Services Agreement—Technology—Exhibit A Page 27
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Appendix A
Greenhouse Ongoing Support
Post-Implementation
We know a successful implementation is just the beginning of our partnership.As we continue,you'll have
access to top-notch support through our Customer Success,Account Management and Support teams who
work together to enable your ongoing success with Greenhouse.
Strategy&Training
A Customer Success Director continues to partner with you to drive product adoption and achieve your talent
acquisition goals. You'll connect on a weekly or bi-weekly basis to accomplish this plan.
Account Management
An Enterprise Account Director is responsible for driving the roadmap for success by understanding your
business goals and ensuring our partnership model is aligned to Greenhouse's products and services. They
lead Executive Business Reviews in partnership with the Customer Success Director.They are also the main
point of contact on anything contractually related,including general questions,renewals,and new products.
Support
The Greenhouse Customer Support team provides email and live-chat support Monday through Friday to help
with product usability and troubleshooting questions.They also enable an escalation path to our Tech
Support team as needed.
Our Help Center,which uses Al to help you quickly find answers,is available 24/7.
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STATEMENT OF WORK
DATA MIGRATION
This Statement of Work is hereby incorporated into the Order Form entered into by and between
Greenhouse Software,Inc.("Greenhouse")and the City of Fort Worth ("Licensee")on D,Y� 5/2020
("Effective Date"),and is subject to the Master Services Agreement referenced therein(the"Agreement").
Services:
Greenhouse will provide data migration services to assist the Licensee with one data migration of approximately
105,000 candidate records from Taleo to Licensee's instance of Greenhouse via Greenhouse's CSV migration tool.
Licensee understands that the Timeline and Fees associated with this SOW and set forth below are based on an
estimated volume of 105,000 or fewer candidate records,and that any variance of five percent(5%)or more above
that amount will nullify the turnaround times outlined below and may cause Licensee to incur additional fees.
Greenhouse will assign a data migration expert to assist Licensee throughout the data migration process. In order
for the data migration to be successful,Licensee must fulfill all of the Licensee Responsibilities set forth in this
SOW,which include providing the required data to Greenhouse according to the precise formatting specifications
described below.
Note About Customizable System:
Licensee understands and acknowledges that although Greenhouse has previously migrated data from Taleo, Taleo
has highly customizable data fields that vary by customer and may result in data being stored in a non-standardized
form that is unfamiliar to Greenhouse.As such,Greenhouse cannot guarantee that a data migration from Taleo into
Greenhouse will be successful.Regardless, Greenhouse agrees to work with the Licensee in good faith and make
commercially reasonable efforts to successfully migrate Licensee's data.In the event Greenhouse determines that is
not possible to migrate Licensee's data from Taleo using commercially reasonable efforts,Greenhouse will refund
the portion of fees paid by Licensee in connection with the specific data migration in question,but all remaining
provisions of the Agreement,including Licensee's remaining fee obligations,will remain in full force and effect.
Data Migration Roadmap:
1. Configure Greenhouse. Licensee will configure its own instance of Greenhouse to reflect its individual-
ized recruiting and interviewing objectives.During the configuration process, Licensee will also decide
where imported candidates will ultimately be mapped within Licensee's instance of Greenhouse.
Greenhouse Responsibilities:
• Greenhouse will provide training and guidance,through Licensee's assigned Account Manager,to as-
sist Licensee with the configuration process.
Licensee Responsibilities:
• Licensee will configure the Greenhouse system,which will include creating all open jobs to which im-
ported candidates will be mapped,creating the interview stages to which imported candidates will be
mapped,creating any custom sources to which imported candidates will be mapped,and creating any
custom rejection reasons to which imported candidates will be mapped.
2. Provide data to Greenhouse. Greenhouse will provide data migration services to assist Licensee with one
data migration.Licensee is responsible for confirming,in writing,that the dataset provided to Greenhouse
is approved to be migrated as is.Greenhouse strongly recommends that Licensee disconnect the previous
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system from Licensee's careers page before exporting data and providing it to Greenhouse,in order to en-
sure that no new candidates will be able to apply via the previous system,and that the dataset to be mi-
grated will be in a final,unchanging state.Any additional datasets that Licensee wishes to load after the
dataset Licensee initially approves for migration will be subject to an additional SOW and may require ad-
ditional fees.
Licensee Responsibilities:
• Licensee will provide Greenhouse with the dataset it wishes to migrate and provide written authoriza-
tion to begin migration. Greenhouse has no responsibility to migrate any new data added or modified
after that point.
3. Export and format data. Licensee will export the data to be migrated and present such data to Green-
house in a format that will allow Greenhouse to read and transform the data as necessary to facilitate a mi-
gration.Provided that the data presented to Greenhouse meets these requirements, it shall be migrated as
follows:
a. Job Fields and Requisitions. Greenhouse will bulk-add any closed jobs the Licensee wishes to
map candidates to in Greenhouse. Greenhouse will accomplish this with a spreadsheet containing
the following required and optional fields:
i. Job Name(required).The internal job name that will appear in Greenhouse.
ii. Req ID(optional).The internal requisition number that will appear in Greenhouse.
iii. Department(optional).This must refer to an existing Department in the Licensee's
Greenhouse instance.If no value is present,the Department for the job referenced in the
"Based On"field will be used.
iv. Office(optional).This must refer to an existing Office in the Licensee's Greenhouse in-
stance. If no value is present,the Office for the job referenced in the"Based On"field
will be used.
v. Open and Closed Dates(optional).The opening and close date of the closed job in
MM/DD/YYYY format. Time zone can be included optionally as a three-letter code after
the date,and will default to the time zone of the Licensee's initial Site Administrator.
A. No of Openings(optional). The number of openings for the job being created.This
value will default to one(1)if the Licensee does not provide another value.
vii. Based On(required).This is the name of an existing job in the Licensee's Greenhouse
instance from which the Hiring Plan and Candidate Pipeline will be copied.
viii. Description(optional).The description for the job being created. This field must be in
plain text.If no value is present,the description for the job referenced in the"Based On"
field will be used.
b. Candidate Fields and Records.After all jobs have been created,Greenhouse will migrate candi-
date records to the Licensee's instance using a spreadsheet import process.Insofar as they are
available in the Licensee's dataset,Greenhouse will migrate the following fields to their corre-
sponding field in Greenhouse.
i. Original Candidate ID(required). This is a unique identifier for each Candidate being
migrated to the Licensee's Greenhouse.It is not Licensee-Facing in the Licensee's
Greenhouse Instance,but is required and will be used to append Additional Fields and
Attachments as outlined below in 3.c and 3.d.
ii. First Name(required). This is the Candidate's fast name.If no name is provided,
Greenhouse's data migration expert will put in a placeholder.
iii. Last Name(required).This is the Candidate's last name.If no name is provided, Green-
house's data migration expert will put in a placeholder.
iv. Status(required). This reflects the migrated Candidate's Status as it should appear in
Greenhouse,and must be Active,Rejected or Hired.If the Candidate is specified as a
Prospect,it must be Active or Rejected.
v. Title(optional). This is the Candidate's most recent job title.
A. Company(optional).This is the Candidate's most recent company.
vii. Source(optional). This is the source of the Candidate application. The source name must
match or be mapped to a source that exists within the Licensee's Greenhouse instance.
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viii. Referrer(optional).If the applicant source is a referral,the Licensee may optionally
provide the specific name or email address of the referrer,if it is available in the dataset
being migrated.
ix. Type(required).This field must be either Candidate or Prospect.
x. Job. If the Type field is set to Candidate,this field is required; otherwise,it is optional.
This is the Job to which the Candidate should be mapped in the Licensee's Greenhouse
instance. This Job must exist within the Licensee's Greenhouse instance before migrat-
ing.
xi. Stage. If the type field is set to Candidate,this field is required.This is the interview/hir-
ing stage the Candidate was most recently in when the dataset was provided.It must
match a stage that exists within the Licensee's Greenhouse instance on the specific job to
which a Candidate is being migrated.
xii. Application Date(optional). The date the Candidate applied to the position.
xiii. Tags(optional).Any tags from the Licensee-provided dataset that the Licensee wishes to
append to the Candidate for later filtering. Greenhouse can create multiple tags,provided
they are separated by a semicolon(;)and the collection of tags is no greater than 255
characters in length.
xiv. Email(optional).Any valid email addresses contained in the Licensee-provided dataset.
Greenhouse can migrate multiple emails per candidate,provided they are separated by a
semicolon(;).
xv. Phone(optional).Phone contact information contained in the Licensee-provided dataset.
xvi. Address(optional).Address information contained in the Licensee-provided dataset.
xvii. Website(optional). Candidate website information contained in the Licensee-provided
dataset.
xviii. Social Media(optional). Candidate social media information contained in the Licensee-
provided dataset.
xix. Rejection Date(optional). If the migrated Candidate was rejected,the date the Candi-
date was rejected.
xx. Rejection Reason(optional).If a Candidate was rejected,the reason provided for the
rejection.This reason must match or be mapped to a Rejection Reason that exists in the
Licensee's Greenhouse instance.
xxi. Hired Date(optional). If the migrated Candidate was hired,the date the Candidate was
hired.
c. Additional Fields and Notes.Any additional Candidate data or notes provided that do not fall
under the Candidate Fields and Records described in Section 3(b)may be imported into the Licen-
see's Greenhouse instance as a note in the Candidate's Activity Feed,provided that the data can be
matched to an existing Original Candidate ID.Where such data is available,Greenhouse will also
migrate the date and time that the note or other information was created.All data imported as notes
will be in plain-text format. Greenhouse will not migrate to any fields other than those listed in
Sections 3(a),3(b),3(c),and 3(d).
d. Attachments. Licensee will present Greenhouse with any attachments in a.zip file.Any attach-
ments presented via another mechanism must be pre-approved in writing by Greenhouse. Green-
house will upload attachments and append them to the Candidate's profile provided that the file
path of the attachments can be snatched with an existing Original Candidate ID,and the file is of a
type that can be uploaded into Greenhouse's system. Licensee acknowledges that large collections
of attachment files may require additional time and additional resources from the Greenhouse
team, and therefore may be imported into the Licensee's Greenhouse instance separately after the
Candidate and Job data is migrated.
e. Data Mapping.Before any Candidate information can be migrated into Greenhouse, Licensee
must assist in the mapping of Job,Source, Stage and Rejection Reason data points from the Licen-
see's dataset to Licensee's Greenhouse instance.Greenhouse will assist in suggesting mappings
based on the dataset provided by the Licensee and metadata within the Licensee's Greenhouse in-
stance.However,it is ultimately the responsibility of the Licensee to confirm these mappings and
ensure that all metadata to which the Licensee's dataset is to be mapped exists within Licensee's
Greenhouse instance.
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f. Encoding. Greenhouse's CSV import tool requires that migrated data meets UTF-8 encoding
standards. Greenhouse will make its best efforts to preserve data from Licensee's dataset as it is
provided,but the process of ensuring correct encoding can result in the loss of certain special char-
acters,and Greenhouse accepts no responsibility for alterations in data due to encoding.
Greenhouse Responsibilities:
• Greenhouse will review Licensee's exported data and notify Licensee if such data fails to conform to
the required format specifications. Upon receipt of Licensee's exported data in the required format,
Greenhouse will indicate to Licensee that it is ready to be migrated.
Licensee Responsibilities:
• Licensee will export its candidate data from its previous system and provide such data to Greenhouse
in the format specified in the attached Greenhouse CSV template. Licensee understands and agrees that
Greenhouse is not under any obligation to load any data into Greenhouse unless and until such data is
formatted according to the required specifications.
• Licensee will provide Greenhouse with clear instructions about how the data should be mapped in Li-
censee's Greenhouse instance in advance of the migration.
• In advance of the data migration,Licensee will confirm that all required jobs,sources,and rejection
reasons exist in Licensee's Greenhouse instance.
4. Migrate exported data to Greenhouse. Once Licensee confirms the dataset to migrate and completes and
confirms the data mappings, Greenhouse will import Licensee's data into Greenhouse and Licensee will
thereafter review and confirm that all data is mapped correctly.
Greenhouse Responsibilities:
• Greenhouse will migrate all candidate data specified in the"Work Product"section of this document to
Licensee's Greenhouse system.
• Greenhouse will monitor the data load while it is in progress and will make commercially reasonable
efforts to identify and address any issues.
Licensee Responsibilities:
• Licensee will review the data after it has been migrated into Greenhouse and either provide confirma-
tion to Licensee's assigned data migrations expert that the data has been mapped correctly or identify
any data misalignment so that Greenhouse can attempt to resolve it.
5. QA the migrated data and confirm completion of project. Licensee is responsible for reviewing the mi-
grated data to identify any necessary cleanup or corrections. The data migration will be considered com-
plete upon Licensee's acceptance of completion pursuant to procedures described below in the section enti-
tled"Acceptance Procedures."
Greenhouse Responsibilities:
• Greenhouse will provide guidance to Licensee around what data should be QA tested.
• Greenhouse will,with Licensee's assistance,make commercially reasonable efforts to correct any is-
sues identified by Licensee post-migration.
Licensee Responsibilities:
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• Licensee will QA data as soon as possible after it has been migrated to Greenhouse,but in no event
later than two(2)weeks after data migration is completed,and will notify Greenhouse within that time
period of any issues that require cleanup or correction.
• Licensee will confim that data was migrated satisfactorily according to the"Acceptance Procedures"
section outlined below.
Work Product:
Data,insofar as it is made available to Greenhouse in the required format via the CSV template,will be migrated
into Licensee's Greenhouse system. Any fields referenced in 3(b)will be migrated. Any additional Candidate data
or notes provided that do not fall under the Candidate Fields and Records described in 3(b)may be brought into the
Licensee's Greenhouse instance as a note in the Candidate's Activity Feed,provided that the data can be matched an
existing Original Candidate ID.Any data not falling under the above will not be migrated.
Timeline:
Greenhouse will review Licensee datasets for potential file format and validation issues within 7 days of receiving
the data.
Greenhouse will provide a list of Job,Source,Stage and Rejection Reason data from the Licensee dataset within 14
days of receiving a dataset that is confirmed to be free of file format and validation issues.
Licensee will review the Job,Source, Stage and Rejection Reason data from its dataset and confirm how that data
should be mapped to appear in the Licensee's Greenhouse instance. Greenhouse will assist in this process,but it is
ultimately the responsibility of the Licensee to confirm these mappings and ensure that all metadata to which the
Licensee's dataset is to be mapped exists within Licensee's Greenhouse instance.
Once confirmed mappings are provided,Greenhouse will review the data mappings to ensure that all necessary Job,
Source, Stage and Rejection Reason data exists within the Licensee's Greenhouse instance.This will be done within
6 business days of receiving the mapping and Greenhouse will confirm that the mappings are complete or if data is
missing from Licensee's Greenhouse instance.
Greenhouse will begin the data migration process within 14 days of the date on which it receives an export file from
Licensee that conforms to the formatting specifications detailed in Section 3 above and confirmed data mappings
from the Licensee.
Acceptance Procedures:
Upon completion of the data migration, Licensee shall have a period of 14 days to review the data and either accept
completion of this SOW 44 or request any corrections to the data. Licensee's failure to affirmatively accept
completion of this SOW 44 or notify Greenhouse of any necessary corrections within 14 days will be deemed to be
acceptance by Licensee that the SOW is complete. Greenhouse is not responsible for updating any data that does not
conform to the mappings confirmed by the Licensee per Section 3(e).Additionally,Greenhouse is not responsible
for data loss due to Encoding per Section 3(f).In the event that Licensee requests corrections,Greenhouse will then
have 21 days to correct the issues and notify Licensee when such corrections are complete.Upon such notification,
Licensee shall indicate to Greenhouse in writing that it accepts completion of the SOW. Licensee's failure to provide
written notice of acceptance within 7 days of receiving notification that Greenhouse has completed any requested
corrections will be deemed to be acceptance by Licensee that the SOW is complete.
Fees:
$3,500
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Accepted and Agreed to by:
GREENHOUSE SOFTWARE, INC. City of Fort Worth
DocuS••ig''nedd by,
Signature: �AaA.ic,L ("f Signature: ���
42DC27C78C7C456...
Printed Name: Daniel Chai t Printed Name.J�fs
Title: CEO Title: bip J ^eim
Vendor Services Agreement—Technology—Exhibit A Page 34
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DocuSign Envelope ID:DE21 B4D5-0267-4505-B037-874D019DAD2B
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EXHIBIT B
ORDER FORM
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EXHIBIT C
SERVICE LEVEL AGREEMENT
GREENHOUSE SOFTWARE,INC.
SERVICE LEVEL AGREEMENT
Last updated: November 20, 2018
DEFINITIONS:
"External Service": Any software used by Greenhouse in connection with the provision of the
Service which is administered by a third-party. External services include, but are not necessarily
limited to,the following: DNS servers, hosting providers, email servers, and the like.
"Unavailable": each Service licensed to Licensee pursuant to an applicable Order Form will be
considered unavailable for the purposes of this SLA if the Licensee is unable to access it.
"Monthly Uptime Percentage": Calculated by subtracting from 100%the percentage of total
number of minutes during the month in which the Service is Unavailable, except where such
unavailability results from the causes listed in the Exclusions section below.
"Planned Downtime": Planned Downtime is any instance where Greenhouse intentionally causes
the Service to be Unavailable,provided that(i) such instance is done for purpose of reasonably
updating, upgrading or maintaining the Service or its underlying infrastructure (for example,without
limitation, operating system upgrades, hardware repairs, database backups, data center moves, or the
like); (ii) such instance occurs outside of normal business hours (9am—9pm U.S.Eastern Time
Monday—Friday, U.S. Federal holidays excluded); and (iii) in each such instance, Greenhouse uses
all reasonable efforts to provide notice to Licensee at least 48 hours in advance.
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"Service Credit": A Service Credit is a credit to be applied to Licensee's next payment of fees to be
awarded to Licensee in the event of Unavailability not attributable to the Exclusions set forth below.
In the event that Licensee's fees have been fully paid and Licensee's Greenhouse subscription does
not renew, any outstanding Service Credits accrued during the term of the Agreement will be paid out
to Licensee at the end of the term as a partial refund of prepaid Fees. Service Credits will be awarded
in increments equal to one (1) day of fees paid pursuant to the Agreement between Greenhouse and
Licensee.
EXCLUSIONS
Service Credits will not be awarded in the event of any of the following:
1. Unavailability attributable to an External Service outside of Greenhouse's reasonable control.
2. Unavailability attributable to Licensee's equipment, software or network.
3. Planned Downtime,provided, that Greenhouse shall ensure that there are no more than 4 in-
stances of Planned Downtime for the Primary Recruiting Application and no more than 1 in-
stance of Planned Downtime for Licensee's Job Board hosted by Greenhouse during any thirty-
day period.
4. Any Unavailability caused by actions of Licensee or Licensee's personnel or agents, unless that
action was undertaken at the express direction of Greenhouse or Greenhouse's personnel or
agents.
5. Unavailability attributable to general Internet services (e.g. internet backbone, etc.).
6. Unavailability caused by force majeure circumstances (e.g., fires, floods, acts of God, acts of
government, civil unrest, Internet service provider failures or delays, denial of service attacks,
etc.).
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SERVICE COMMITMENTS
Licensee may receive Service Credits by providing a written request to Greenhouse no later than 30
days after the last day of the month during which the Unavailability for which such Service Refunds
are being applied occurred.
Guarantees for Greenhouse's Primary Recruiting Application:
If the Monthly Uptime Percentage is less than 99.5%, 5 Service Credits will be awarded.
If the Monthly Uptime Percentage is less than 99.0%, 10 Service Credits will be awarded.
Guarantees for Job Boards hosted by Greenhouse:
If the Monthly Uptime Percentage is less than 99.9%, 5 Service Credits will be awarded.
If the Monthly Uptime Percentage is less than 99.5%, 10 Service Credits will be awarded.
If Licensee is awarded more than 15 Service Credits in a 90-day period,Licensee may,
notwithstanding anything to the contrary in the Agreement,terminate this Agreement immediately for
cause by providing written notice to Greenhouse and will be entitled to a refund of any prepaid fees
covering the period from the date of termination through the end of the term.
If the Monthly Uptime Percentage for either the Primary Recruiting Application or the Job Boards
hosted by Greenhouse is less than 90%in a given month,whether attributable to Greenhouse or its
External Services,Licensee may, notwithstanding anything to the contrary in the Agreement,
terminate this Agreement immediately for cause by providing written notice to Greenhouse and will
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City Secretary Contract No.
be entitled to a refund of any prepaid fees covering the period from the date of termination through
the end of the term.
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DocuSign Envelope ID:DE21 B4D5-0267-4505-B037-874D019DAD2B
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EXIMIT D
VERIFICATION OF SIGNATURE AUTHORITY
Greenhouse Software,Inc.
18 West 18' Street, 11'Ft.
New York,NY 10011
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind the Vendor and to execute any agreement,amendment or
change order on behalf of Vendor. Such binding authority has b een granted by proper order, resolution,
ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor.Vendor will
submit an updated Form within ten (10) business days if there are any changes to the signatory authority.
The City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by the Vendor.
1. Name:
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
DocuSigned by: 1
�Aa/ld� �AAAT
Signature of President/CEO
Other Title: CEO
Date: 9/15/2020
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EXHIBIT E
GREENHOUSE RECRUITING SUBPROCESSOR LIST
Name of company Use Case Location _
Adtrib, Inc. Customer support quality 41 E. 11th Street, I Ith Fl.
assurance New York,NY 10003,USA
Amazon Web Services,Inc. Server 2021 Seventh Ave.
Seattle,Washington 98121,USA
Datadog,Inc. Application monitoring 620 81'Ave.,4511 Fl.
New York,NY 10018 USA
Dynatrace LLC Application performance 1601 Trapelo Rd.,Ste. 116
management Waltham,MA 02451,USA
Fastly,Inc. Global content delivery and load 475 Brannan St.#300
balancing San Francisco,CA 94107 USA
Gainsight,Inc. Customer management platform 655 Montgomery St,7th Floor
San Francisco,CA 94111,USA
Google,Inc. (Google Product analytics 1600 Amphitheatre Pkwy
Analytics) Mountain View,California 94043,USA
Google,Inc. (G Suite) Scheduling and calendaring 1600 Amphitheatre Pkwy
Mountain View, California 94043,USA
Heap,Inc. Customer behaviour analytics 225 Bush Street, Suite 200
San Francisco,CA 94104,USA
HireAbility.com,Inc. Resume parsing PO Box 115
Londonderry,NH 03053,USA
Mailgun Technologies,Inc. Email automation 535 Mission St., 14'Floor
San Francisco,CA 94105,USA
Mode Analytics,Inc. Business intelligence 208 Utah St.,Ste.400
San Francisco, CA 94103 USA
ModSquad,Inc. Customer support service 100 Patrick St.,3d Fl.
Derry N Ireland BT48 7EL,UK
Rollbar,Inc. Error logging 51 Federal Street, Suite 401
San Francisco,CA 94107,USA
Skilljar, Inc. Customer training 720 Olive Way#700
Seattle,WA 98101
Sumo Logic, Inc. Logging tool 305 Main Street
Redwood City,CA 94063,USA
Zendesk,Inc. Support tickets 1019 Market Street
San Francisco,CA 94103 USA
JN Projects, Inc.d/b/a eSignature 301 Howard Street,Ste.200
HelloSign San Francisco,CA 94105 USA
*Greenhouse Onboarding
only
Sendgrid,Inc. Email delivery 1801 California St., Suite 500
Vendor Services Agreement—Technology—Exhibit E Page 41
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DocuSign Envelope ID:DE21B4D5-0267-4505-B037-874D019DAD2B
City Secretary Contract No.
*Greenhouse Onboarding Denver,CO 80202 USA
only
Vendor Services Agreement—Technology—Exhibit E Page 42
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DocuSign Envelope ID: DE21 B4D5-0267-4505-B037-874D019DAD2B
greenhouse Order form Greenhouse Software
18 W 18th Street, 11 th Floor
New York, NY 10011
Customer: Billing frequency:Semi-annual
City of Fort Worth Payment terms: Net 60
Purchase order
required?
PO number:
Sales rep Primary contact Billing contact
Mario Mendoza Neena Kovuru
(817)392-7567
mario.mendoza@greenhouse.io neena.kovuru@fortworthtexas.gov
Please send purchase order documents and any questions about invoicing to ar@greenhouse.io
Subscription products Annual price Start date Term End date Total
(Months)
Greenhouse Recruiting-Expert-up to 4000 Full Service Employees $65,807.00 9/30/2020 60 9/29/2025 $329,035.00
Greenhouse Enhanced Success Services for Recruiting $10,500.00 9/30/2020 60 9/29/2025 $52,500.00
Greenhouse Onboarding-up to 4000 Full Service Employees $21,711.00 9/30/2020 60 9/29/2025 $108,555.00
Greenhouse Enhanced Success Services for Onboarding $3,417.00 9/30/2020 1 60 1 9/29/2025 $17,085.00
Non-subscription products Unit price Total
Greenhouse Enterprise Implementation Services for Recruiting $6,000.00 $6,000.00
Custom Data Migration from Taleo $3,500.00 $3,500.00
Integrations Consultancy Engagement-Bidirectional $8,000.00 $8,000.00
Greenhouse Enterprise Implementation Services for Onboarding $6,000.00 $6,000.00
Greenhouse software subscription prices above are based on customer Employee Headcounts of 1341 Salaried Employees weighted at 100%,3764 Full-
time Employees weighted at 50%,and 1889 Part-time or Temporary Employees weighted at 25%,for a total weighted Full Service Employee Count(FSE
Count)of 3695,total Employee Headcount of 6994,and FSE Ratio of 53%.
Recurring fees contract total: $507,175.00
Recurring fees annual total: $101,435.00
One-time fees total: $23,500.00
Grand total: $530,675.00
Page 1 of 2
DocuSign Envelope ID: DE21 B4D5-0267-4505-B037-874D0191DAD213
Tax Information
For customers located in states in which Greenhouse is required to charge sales tax on your Order Form,sales tax will be charged pursuant to certain
state and local sales tax laws.Any applicable sales tax charges will appear separately on your invoice.
General Terms
Service Level Agreement:As described in the MSA,Greenhouse makes its services available to Licensee in accordance with the Greenhouse Service
Level Agreement,which is available at http://www.greenhouse.io/service_level_agreement.
Greenhouse Recruiting Subscription Multi-year Pricing:Licensee's Greenhouse Recruiting subscription fees will not increase in subsequent years
unless Full Service Employee Count(FSE Count)exceeds 4000.If Licensee's FSE Count exceeds 4000 in subsequent years,Licensees subscription fees
will increase to$72152 per year,which shall be applicable for up to 4500 FSEs
Greenhouse Onboarding Subscription Multi-year Pricing:Licensee's Greenhouse Onboarding subscription fees will not increase unless Full Service
Employee Count(FSE Count)exceeds 4000.If Licensee's FSE Count exceeds 4000,Licensee's subscription fees will increase to$23810 per year,which
shall be applicable for up to 4500 FSEs
Innovation Index:Upon each renewal,Licensee's fees shall not increase by more than 6.00%of the fees applicable to the preceding term,provided that:
(i)Licensees FSE Count has not increased to more than 4,000;(ii)Licensee is not upgrading its product tiers or purchasing new product subscriptions;
and(III)the renewal term is the same length or longer than the previous term.
Autorenewal:Subject to the Innovation Index described herein,Licensee's subscription for the services will automatically renew at Greenhouses then-
current subscription fees at the time of renewal.If Licensee would like to opt out of the autorenewal or change any of the terms of the subscription prior
to renewal,Licensee must notify Greenhouse in writing at least 30 days before the renewal term is to start.
Special Terms
CUSTOM MSA:The services and support described herein will be provided pursuant to the terms of the Master Services Agreement(the
"MSA")attached hereto.Accordingly,any references in the General Terms above to the version of the MSA posted on Greenhouse's website
are hereby stricken.
Semi-Annual Billing terms in year 1,Annual Billing Terms In subsequent years.Billing is due NET 60,from the date of invoice.
Signatures
AGREED:Greenhouse Software,Inc. AGREED:City of Fort Worth (�
Signed DocuSigned by' 1 signed
lAdAdt� r,IA.OUI
42DC27C78C7C456...
Date 9/15/2020 Date
Name Name -3—e w $ •�, 4
Daniel Chait 1A�
Title Title jZ C , kk 4g t4U
CEO
Page 2 of 2
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 09/15/20 M&C FILE NUMBER: M&C 20-0656
LOG NAME: 14GREENHOUSE ATS
SUBJECT
(ALL)Authorize Execution of a Professional Services Agreement with Greenhouse Software, Inc., in an Amount Not to Exceed$530,000.00 Over
a Period of Five Years Including a First Year Implementation Cost of$22,000.00,for Recruiting and Onboarding
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a Professional Services Agreement with Greenhouse Software, Inc., in
an amount not to exceed$530,000.00 over a period of Five years including a first year implementation cost of$22,000.00 for recruiting and
onboarding.
DISCUSSION:
The Talent Acquision Division of the Human Resources Department(HR)is seeking to purchase a complete solution for its recruiting efforts so it
can give the candidate a complete,seamless experience from the time of onboarding to mentoring as the new employee is on-boarded.As HR is
adapting to align with the City Manager's talent acquisition(TA)philosophy that incorporates diversity recruiting and employee engagement,there
is a need to find tools that have deep analytics that can give visibility into recruitments and help adjust and manage the recruitment strategies as
needed.Our current talent acquisition applicant tracking system is purely an applicant system and barely generates reports that assist with return
on investment,does not have accurate/detailed reporting to capture hiring team or requisition metrics,and does not produce accurate reports for
Equal Employment Opportunity and Office of Federal Contract Compliance Program compliance.As TA technology is ever evolving and sourcing
for candidates is constantly changing,we have to move to a platform that not only keeps up with the changing times but provides accurate
reporting capabilities while incorporating social media, pipeline capabilities,and smart automation using artificial intelligence(AI)for candidates
and recruiters to align with the right opportunity at the right time.
This software will reduce our hiring costs while giving us access to tools that incorporate diversity recruiting,employee engagement and accurate
reporting capabilities.The single platform approach provides deeper and more meaningful metrics that can pinpoint where potential log jams
might be happening and help drive strategic direction.The Greenhouse Software, Inc.(Greenhouse)product also has a diversity and inclusion
module to give companies the tools to build,operationalize and scale an inclusive hiring process.This helps in disrupting unconscious bias and
allows assessments to be graded objectively.
Comparison to existing levels of funding and performance:
• In FY18,we spent$350,000.00 and hired candidates utilizing external recruiting firms.
• In FY19,we spent$400,000.00 to hire candidates utilizing external recruiting firms.
• In FY20,so far we have spent$295,000.00 to hire candidates utilizing external recruiting firms.
A compete recruiting system in the range of$100,000.00 to$120,000.00 can assist our recruiters with the tools they need to be successful in
doing passive recruiting and in having latest technology that is being used by external recruiting firms so TA can provide the same services to city
departments for no cost.
Some key differences between our current system and Greenhouse are listed below.
Taleo(Current System) New ATS System
Limited Customized Robust Customized Reporting—
Reporting -can run reports will accurately capture recruitment
but requires manual data, hiring,and division metrics
manipulation to spreadsheets with no additional process needed
to get accurate data
Not available Diversity&Inclusion Module
Limited social media Added social media integration
integration and limited to optionsavailable for all users
recruiter use only
Not available Smart automation using Al
Not available Integrated sourcing candidate tools
Not available Employee engagement tools&
resources
Very limited pipeline feature More robust candidate pipeline
and no folder management feature with ability to manage
capability through folders and share with
departments
Workflow Process Workflow Process Management—
Management—does not more options and assists for data
capture the flow appropriately purpose.
to use for data purposes
Limited employer branding Employer branding customization
options
The estimated fees and associated cost for the initial one-year period are$123,435.00, including the initial implementation cost of
$22,000.00,and the anticipated future years'costs will be$101,435.00 per year for years 2 through 5.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget,as previously appropriated, in the General Fund to
support the approval of the above recommendation and execution of the agreement. Prior to any expenditure being incurred,the Human
Resources and Information Technology Departments have the responsibility to validate the availability of funds.
Submitted for City Manager's Office by. Jay Chapa 5804
Originating Business Unit Head: Brian Dickerson 7783
Additional Information Contact: Brian Dickerson 7783