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HomeMy WebLinkAboutNEOGOV (GOVERNMENTJOBS.COM INC)INSURANCE ON FILE q WORK MAY PROCEED oUNTIL INSURANCE EXPIRES A-2021-090 "r H- ZS• Zozlco CLERK OF COUNCILS 1 E tM DATEExhibit A \Yj NEOGOV SERVICES AGREEMENT Cr: NR (HAvteq HVSWk)(.0'f. j V020121 You agree that by placing an order through a NEOGOV standard ordering document (the "Order" or "Ordering Document") you agree to follow and be bound by the terms and conditions set forth herein. "Governmentjobs.com", "NEOGOV", "we", and "our" means GovemmentJobs.com, Inc.(dba "NEOGOV) and, where applicable, Its affiliates; "Customer", 'you", "your' means the Governmentjobs.com client, customer, or subscriber identified in the Ordering Document. If you are placing such an Order on behalf of a legal entity, you represent that you have the authority to bind such entity to the terms and conditions of the Ordering Document and these terms and, in such event, "you' and "your" as used in these agreement terms shall refer to such entity. "Agreement" shall be used to collectively refer to this NEOGOV Services Agreement (the "Services Agreement"), documents Incorporated herein including the applicable Ordering Document and Schedule(s), and Special Conditions (if any). 1. Provision of Services. Subject to the terms of this Agreement NEOGOV hereby agrees to provide Customer with access to its SaaS Applications and Professional Services (each defined below) included or ordered by Customer In the applicable Ordering Document (collectively referred to as the "Services"). Customer hereby acknowledges and agrees that NEOGOV's provision and performance of, and Customer's access to, the Services is dependent and conditioned upon Customer's full performance of Its duties, obligations and responsibilities hereunder. This Agreement entered Into as of the date of your signature on an applicable Ordering Document or use of the Services commences (the "Effective Date"). The Agreement supersedes any prior and contemporaneous discussions, agreements or representations and warranties. 2. SaaS Subscription. a) Subscription Grant. "SaaS Applications" means each proprietary NEOGOV web -based software -as -a -service application that may be set forth on an Order and subsequently made available by NEOGOV to Customer, and associated components as described In the Service Specifications made available to Customer by NEOGOV. Subject to and conditioned on Customer's and its Authorized Users' compliance with tha terms and conditions of this Agreement, NEOGOV hereby grants to Customer a limited, non-exclusive, non -transferable, and non-sublicensable right to (a) access and use, and to permit Authorized Users to access and use, the SaaS Applications specified in the Order solely for Customer's internal, non-commercial purposes; (b) generate, print, and download Customer Data as may result from any access to or use of the SaaS Applications; and (c) train Authorized Users in uses of the SaaS Applications permitted hereunder (these rights shall collectively be referred to as the "SaaS Subscription) . 'Authorized Users" means (1) Customer employees, agents, contractors, consultants who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Services Agreement and (ii) for whom access to the Services has been purchased hereunder. You may not access the SaaS Applications if you are a direct competitor of NEOGOV or its affiliates. In addition, you may not access the SaaS Applications for purposes of mon0oring their availability, performance, or functionality, or for any other benchmarking or competitive purposes. b) Delivery and Subscription Term. NEOGOV delivers each SaaS Application by providing Customer with onllne access. When you access NEOGOV SaaS Applications, you are accepting it for use in accordance with this Agreement. Unless otherwise specified in an applicable Ordering Document, SaaS Subscriptions shall commence an the Effective Date and remain In effect for twelve (12) consecutive months, unless terminated earlier In accordance with this Agreement (the "Initial Term"). Thereafter, SaaS Subscriptions shall automatically renew for successive twelve (12) month terms (each a "Renewal Term" and together with the Initial Term, collectively, the "Term") unless a party delivers to the other party, at least thirty (30) days prior to the expiration of the Initial Term or the applicable Renewal Term, written notice of such party's intention to not renew this Agreement, or unless terminated earlier in accordance with this Agreement. NEOGOV shall provide Customer access to the SaaS Applications within a reasonable time following the Effective Date unless otherwise agreed. c) Content and Program Documentation. Should Customer purchase access to SaaS Applications containing audio-visual content ("Licensed Content"), NEOGOV grants to Customer a non-exclusive, non -transferable, and non-sublicensable license, during the applicable Term, for Authorized Users to access and view the Licensed Content within the SaaS Application. Customer shall not permit the Licensed Content to be, or appear to be, reproduced, performed, displayed, or distributed on, as part of or in connection with any website or other online area other than the SaaS Application. Customer shall not edit, alter, modify, combine with other NEOGOV fM content, or create any derivative works of the Licensed Content. "Program Documentation" shall mean all user guides, training, and Implementation material, and Service descriptions provided by NEOGOV to Customer In connection with the Services. NEOGOV hereby grants to Customer a non-exclusive, non- sublicensable, non -transferable license to use, print, and distribute Internally via non-public platforms, the Program Documentation during the Term solely for Customer's Internal business purposes In connection with Its use of the Services. 3. Professional Services. "Professional Services" shall mean consulting, training services purchased by Customer In an applicable Ordering Document or NEOGOV Scope of Work (SOW) relating to assistance, training, deployment, usage, customizations, accessory data processing, and beat practices of and concerning the SaaS Applications. NEOGOV shall provide the Professional Services purchased in the applicable Order Form or SOW, as the case may be. Professional Services may be ordered by Customer pursuant to a SOW and Service Specifications describing the work to be performed, fees, and any applicable milestones, dependencies, and other technical specifications or related information. Order Forms or SOWS must be signed by both parties before NEOGOV shall commence work. If the parties do not execute a separateStatement of Work, the Services shall be provided as stated an the Order Form and this Agreement and documents incorporated herein shall control. 4. Payment Terms. Unless otherwise stated In an Ordering Document, Customer shall pay all Subscription fees ("Subscription Fees") and Professional Service fees ("Professional Service Fees", collectively the "Fees") within thirty (30) days of Customer's receipt of NE000V's invoice. Fees shall be Invoiced annually In advance and in a single Invoice for each Term. Invoices shall be delivered to the stated "Bill To" party on the Ordering Document. Unless explicitly provided otherwise, once placed the Ordering Document Is non -cancellable and sums paid nonrefundable. Subscription Fees are based upon the Customer's employee count. Customer shall not exceed the employee amount Its Subscription Fees are based off of unless applicable supplemental Subscription Fees are paid. The Term for the Services Is a continuous and non -divisible commitment for the full duration regardless of any Invoice schedule. The purchase of any Service is separate from any other order for any other Service. Customer may purchase certain Services independently of other Services. Your obligation to pay for any Service Is not contingent on performance of any other Service or delivery of any other Service. If Customer issues a purchase order, then it shall be for the full amount set forth in the applicable NEOGOV Invoice or Ordering Document. Failure to provide NEOGOV with a corresponding purchase order shall not relieve Customer of Its payment obligations. Except as otherwise specifically stated in the Ordering Document, NEOGOV may change the charges for the Services with effect from the start of each Renewal Term by giving Customer at least thirty (30) day notice prior to commencement of a Renewal Term. Customer will pay all taxes, duties and levies Imposed by all federal, state, and local authorities (Including, without limitation, export, sales, use, excise, and value-added taxes) based on the transactions or payments under this Agreement, except those taxes Imposed or based on NEOGOV's net income or those exempt by applicable state law. Customer shall provide NEOGOV with a certificate or other evidence of such exemption with ten (10) days of NEOGOV's request therefor. 6. Term and Termination, a) Term. Unless otherwise specified in an applicable Ordering Document, this Agreement shall commence on the Effective Date, This Agreement shall remain in effect until all SaaS Subscriptions have expired and/or both parties have achieved full performance of Professional Services or other services detailed in a SOW, unless it is terminated earlier in accordance with this Agreement. b) Termination for Cause; Effect of Termination. Either Party may terminate this Agreement immediately If the other Is In material breach of this Agreement and such breach Is not cured within thirty (30) days following non -breaching party's written specification of the breach. NEOGOV may suspend the Services or terminate this Agreement immediately In the event the Services or Customer's use of the Services provided hereunder become illegal or contrary to any applicable law, rule, regulation, or public policy. Upon expiration or any termination of this Agreement, Customer shall cease all use and refrain from all further use of the Services and other NEOGOV Intellectual properly. Additionally, Customer shall be obligated to pay, as of the effective date of such expiration or termination, all amounts due and unpaid to NEOGOV under this Agreement. Unless otherwise speolfled, after expiration or termination of this Agreement NEOGOV may remove Customer Data from NEOGOV Services and without Customer consent or notice. 6. Service Specifications. "Service Specifications" means Program Documentation, Service Schedules, Security Statements, and Service Level Warranties If applicable. The Service Specifications describe and govern the Services and are Incorporated herein by reference. Online Service Specifcalions may be made available at https://www.neogov.com/service-specifications or provided upon Customer request. Excluding Service Schedules, NEOGOV may update the Service Specifications to reflect changes In, among other things, laws, regulations, NEOGOV IM rules, technology, Industry practices, patterns of system use, Updates and Upgrades, and availability of third -party services. 7. Maintenance; Modifications; Support Services. a) Maintenance, Updates, Upgrades. NEOGOV maintains NEOGOV's hardware and software Infrastructure for the Services and is responsible for malntalning the NEOGOV server operation and NEOGOV database security. NEOGOV may In Its sole discretion, periodically modify, Update, and Upgrade the features, components, and functionality of the Services during the Term. "Update' means any update, bug fix, patch or correction of the Services or underlying NEOGOV software that NEOGOV makes generally available to Its customers of the same module, excluding Upgrades. Updates are automatic and available upon Customer's next login to the Services following an Update at no additional cost to Customer. "Upgrade" means any update of the Services or underlying NEOGOV software such as platform updates, and major product enhancements and/or new features that NEOGOV makes commercially available. NEOGOV shall have no obligation to provide Upgrades to customers and retains the right to offer Upgrades free of cost or on a per customer basis at additional cost. NEOGOV shall have no liability for, or any obligations to, Investments In, or mocilficatlons to Customer's hardware, systems or other software which may be necessary to use or access the Services due to a modification, Update, or Upgrade of the Services. b) Training Materials; Support. Primary training of NEOGOV Services Is conducted by self -review of online materials. NEOGOV's pre -built, online training consists of a series of tutorials to Introduce the standard features and functions (the "Training Materials"). The Training Materials may be used as reference material by Customer Personnel conducting day -today activities. c) Implementation. For Services requiring Implementation, NEOGOV Implementation supplements the Training Materials and is conducted off-slfe unless otherwise agreed in the Ordering Document. NEOGOV personnel will provide consultation on best practices for setting up the Services, answer Customer questions during the implementation period, and ensure Authorized User Admins grasp the system. d) Support. Phone support for the Services Is available to Customer Monday through Friday, excluding NEOGOV holidays. Online support for the Services Is available 24 hours a day, seven days a week. The length of time for a resolution of any problem Is dependent on the type of case. e) Limitations. Unless otherwise specified In the Ordering Document, this Agreementdoes not obligate NEOGOV to render any maintenance or support services that are not expressly provided herein, Including, but not limited to data uploads, manual data entry, migration services, data conversion, refinement, purification, reformatting, SQL dump, or process consultation. S. NEOGOV Intellectual Property, NEOGOV shall exclusively own all right, title and Interest in and to all pre-existing and future intellectual property developed or delivered by NEOGOV including all Services, products, systems, software (including any source code or object code) or Service Specifications related thereto, Updates or Upgrades, trademarks, service marks, logos and other distinctive brand features of NEOGOV and all proprietary rights embodied therein (collectively, the "NEOGOV Intellectual Property'). This Agreement does not convey or transfer title or ownership of the NEOGOV Intellectual Properly to Customer or any of Its users. All rights not expressly granted herein are reserved by NEOGOV. Other than recommendation use or as required by law, all use of NEOGOV Trademarks must be pre -approved by NEOGOV prior to use. Trademarks shall include any word, name, symbol, color, designation or device, or any combination thereof that functions as a source identifier, including any trademark, trade dross, service mark, trade name, logo, design mark, or domain name, whether or not registered. 9. Data Processing and Privacy, a) Customer & Platform Date. 'Customer Data' shall mean all data that is owned or developed by Customer, whether provided to NEOGOV by Customer or provided by a thlyd party to NEOGOV In connection with NEOGOV's provision of Services to Customer, including Personnel or Job Seeker Profile Data collected, loaded into, or located in Customer data files maintained by NEOGOV. NEOGOV Intellectual property, including but not limited to the Services and all derivative works thereof, NEOGOV Confidential Information, and Platform Data do not fall within the meaning of the term "Customer Data'. Customer exclusively own all right, titto, and interest in and to all Customer Data. Customer grants NEOGOV a license to host, use, process, display, create non -personal derivative works of, and transmit Customer Data to provide the Services. 'Platform Data'shall mean any data reflecting the access or use of the Services by or on behalf of Customer or any user, including statistical or other analysis and performance information related to the provision and NEOGOV Ifn operation of the Services Including any end user visit, session, impression, cllckthrough or click stream data, Eta well as log, device, transaction data, or other analysis, Information, or data based on or derived from any of the foregoing. NEOGOV shalt exclusively own all right, title and Interest in and to all Platform Data. NEOGOV grants to Customer a limited, non -perpetual, non-exclusive, non -transferable, and non- sublicensable license during the Term to use and access, and to permit Authorized Users to use and access, Platform Data of which NEOGOV makes available through the SaaS Applications solely for Customer's Internal purposes, Customer acknowledges NEOGOV may compile Platform based on Customer Data Input Into the Services. Customer agrees that NEOGOV may (1) make Platform Data publicly available In compliance with applicable law, and (II) use Platform Data to the extent and In the manner permitted under applicable law. b) Privacy Policy; Data Processing Agreement. NEOGOV shall process all data In accord with the NEOGOV Privacy Policy available at hltpsJ/www,neogov.comlprivacy-policy. The defined terms In the Privacy Policy shall have the same meaning in this Agreement unless otherwise specified herein. To the extent Customer uses the Services to target and collect personal Information form users located In the European Union, European Economic Area, or Switzerland (the "EU"), or has Authorized Users accessing the Services from the EU, the NEOGOV Data Processing Addendum ("DPA") available at https://www,neogov.com/servlco- speclflcations Is Incorporated heroin by reference, c) Data Responsibilities. Customer Is solely responsible for the development, content, operation, maintenance, and use of Customer Data. NEOGOV will have no responsibility or liability for the accuracy of the Customer Data prior to receipt of such data Into the Services. Customer shall be solely responsible for and shall comply with all applicable laws and regulations relating to (1) the accuracy and completeness of all Information input, submitted, or uploaded to the Services, (II) the privacy of users of the Services, including, without limitation, providing appropriate notices to and obtaining appropriate consents from any Individuals to whom Customer Data relates; and (ill) the collection, use, modification, alteration, extraction, retention, copyfng, external storage, disclosure, transfer, disposal, and other processing of any Customer Data, NEOGOV Is not responsible for lost data caused by the action or Inaction of Customer or Authorized,Users. Unless vital to provide the Services or otherwise mutually agreed In writing, Customer shall not maintain any financial, health, payment card, or similarly sensitive data that Imposes specific data security or date protection obligations within the Services. d) Breach Notice. In the event of a data or security breach, as defined by applicable law, by anyone other than your employee, contractor, or agent, upon discovery of such breach, NEOGOV will Initiate remedial actions and notify Customer of the breach as required by and in compliance with applicable law. NEOGOV's notification of, or response to, a data breach under this Section will not be construed as an acknowledgement by NEOGOV of any fault or liability with respect to the breach. In the event of a security breach, as defined by applicable law, by your Personnel, Authorized, or unauthorized user, contractor or agent, you shall have sole responsibility for Initiating remedial actions and you shall notify NEOGOV of the breach and steps you will take to remedy the breach as soon as possible, Customer is solely responsible for complying with date breach notification laws applicable to the Customer and fulfilling any third -party notification obligations related to any data breach(es). 10. Subcontractors; Third Party Products. NEOGOV may from time to time in Its discretion engage third parties to perform Services (each, a 'Subcontractor"). "Third -Party Products" means any products, content, services, Information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Services. The Services may permit access to Third -Party Products. For purposes of this Services Agreement, such Third -Party Products are subject to their own terms and conditions presented to you for acceptance by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third - Party Products, then you should not Install, access, or use such Third -Party Products. NEOGOV cannot guarantee the continued availability of such Third -Party Products and may cease providing them without entitling Customer to any refund, credit, or other compensation, If for example and without limitation, the provider of a Third -Party Product ceases to make the thlyd-party application available for interoperation with the corresponding NEOGOV Service in a manner accaptablo to NEOGOV. 11, Nondisclosure, Through exercise of each party's rights under this Agreement, each party may be exposed to the other party's technical, financial, business, marketing, planning, and other information and data in written, oral, electronic, magnetic, photographic, and/or other forms, including, but not limited to (a) oral and written communications of one party with the officers and staff of the other party which are marked or identified as confidential or secret or similarly marked or Identified, (b) other communications which a reasonable person would recognize from the surrounding facts and circumstances to be confidential or secret, and (c) trade secrets (collectively, "Confidenfiai Information'). In recognition of the other party's need to protect its legitimate business interests, each party hereby covenants and agrees that it shall regard and treat each Item of information or data NEOGOV rM constituting Confidential Information of the other party as strictly confidential and wholly owned by such other party and that It will not, (x) without the express prior written consent of the other party, (y) except as permitted or authorized herein or, (z) except as required by law including the Public Records Act of the Customer's State, redistribute, market, publish, disclose, or divulge to any other person, firm or entity, or use or modify for use, directly or indirectly in any way for any person or entity: (1) any of the other party's Confidential Information during the Term and for a period of three (3) years thereafter or, If later, from the last date Services (Including any warranty work) are performed by the disclosing party hereunder; and (li) any of the other party's trade secrets at any time during which such Information shall constitute a trade secret under applicable law. In association with NEOGOV's concern for the protection of trade secrets, Confidential Information, and fair market competition, Customer acknowledges all photos, "screen captures", videos, or related media of NEOGOV products, pages, and related documentation shall be approved by NEOGOV prior to any publicly accessible disclosure of such media. 12, Representations, Warranties, and Dlsolalmers. a) Service Performance Warranty, NEOGOV warrants that It provides the Services using a commercially reasonable level of care and skill. THE FOREGOING WARRANTY DOES NOT APPLY, AND NEOGOV STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD -PARTY PRODUCTS. b) No Other Warranty, EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS WARRANTY SECTION, THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND CUSTOMER'S USE OF THE SERVICES IS AT ITS OWN RISK. NEOGOV DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, NEOGOV DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR -FREE, OR COMPLETELY SECURE, OR THAT ANY ERROR WILL BE CORRECTED. c) Disclaimer of Actions Caused by and/or Under the Control of Third Parties. NEOGOV DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM THE NEOGOV SYSTEM AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT CUSTOMER'S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF), ALTHOUGH NEOGOV WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, NEOGOV CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, NEOGOV DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS. d) Services Do Not Constitute Advice or Credit Reporting. NEOGOV does not provide its customers with legal advice regarding compliance, data privacy, or other relevant applicable laws in the jurisdictions In which you use the Services, YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES PROVIDED HEREUNDER ARE NOT INTENDED TO BE AND WILL NOT BE RELIED UPON BY YOU AS EITHER LEGAL, FINANCIAL, INSURANCE, OR TAXADVICE, TO THE EXTENT YOU REQUIRE ANY SUCH ADVICE, YOU REPRESENT THAT YOU WILL SEEK SUCH ADVICE FROM QUALIFIED LEGAL, FINANCIAL, INSURANCE, ACCOUNTING, OR OTHER PROFESSIONALS. YOU SHOULD REVIEW APPLICABLE LAW IN ALL JURISDICTIONS WHERE YOU OPERATE AND HAVE EMPLOYEES AND CONSULT EXPERIENCED COUNSEL FOR LEGAL ADVICE. YOU ACKNOWLEDGE THAT NEOGOV IS NOT A "CONSUMER REPORTING AGENCY" AS THAT TERM IS DEFINED IN THE FAIR CREDIT REPORTING ACT AS AMENDED. e) Configurable Services. The Services can be used in ways that do not comply with applicable laws and It is Customer's sole responsibility to monitor the use of the Services to ensure that such use compiles with and is In accordance with applicable law. In no event shall NEOGOV be responsible or liable for Customer failure to comply with applicable law In connection with your use of the Services. NEOGOV Is not responsible for any harm caused by users who were not authorized to have access to the Sorvices but who were able to gain access because usernames, passwords, or accounts were not terminated on a timely basis by Customer. Customer acknowledges that NEOGOV exercises no control over specific human resource proctices Implemented using the Service or Customer's decisions as to employment, promotion, termination, or compensation of any personnel or Authorized User of the Services. Customer further agrees and acknowledge that NEOGOV does not have a direct relationship with Customer employees and that Customer Is responsible for all contact, questions, Customer Data updates and collection, with Customer employees. NEOGOV iM 13. Customer Compliance. Customer shall be responsible for ensuring that Customer's use of the Services and the performance of Customer's other obligations hereunder comply with all applicable rules, regulations, laws, codes, and ordinances. Customer Is responsible for Customer's information technology Infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third -party services equipment and facilities required to access the Services. All users of the Services are obligated to abide by the Terms of Use available at https://www.neogov.00mltorms-of-use. Customer shall be responsible for procuring all licenses of thlyd-party software necessary for Customer's use of the Services. Customer is responsible and liable for all uses of the Services, directly or indirectly, whether such access or use is permitted by or In violation of this Agreement. 14. Indemnification. a) Indemnity. Subject to subsections (b) through (d) of this Section, If a third party makes a claim against Customer that any NEOGOV Intellectual property furnished by NEOGOV and used by Customer Infringes a third party's Intellectual property rights. NEOGOV will defend the Customer against the claim and indemnify the Customer from the damages and liabilities awarded by the court to the thlyd-party claiming Infringement or the settlement agreed to by NEOGOV, if Customer does the following: 1) Notifies NEOGOV promptly In writing, not laterthan thirty (30) days afterCUstameT receives notice of the claim (or sooner if required by applicable law); 11) Gives NEOGOV sole control of the defense and any settlement negotiations; end III) Gives NEOGOV the Information, authority, and assistance NEOGOV needs to defend against or settle the claim. b) Alternative Resolution. If NEOGOV believes or It is determined that any of the Services may have violated a third party's intellectual property rights, NEOGOV may choose to either modify the Services to be non - Infringing or obtain a license to allow for continued use. If these alternatives are not commercially reasonable, NEOGOV may end the subscription or license for the Services and refund a pro•rata portion of any fees covering the whole months that would have remained, absent such early termination, following the effective date of such early termination. c) No Duly to Indemnify. NEOGOV will not Indemnify Customer If Customer alters the Service or Service Specifications, or uses It outside the scope of use or If Customer uses a version of the Service or Service Specifications which has been superseded, If the infringement claim could have been avoided by using an unaltered current version of the Services or Service Specifications which was provided to Customer, or if the Customer continues to use the Infringing material after the subscription expires. NEOGOV will not Indemnify the Customer to the extent that an infringement claim is based upon any Information, design, specification, Instruction, software, data, or material not furnished by NEOGOV. NEOGOV will not Indemnify Customer for any portion of an Infringement claim that is based upon the combination of Service or Service Specifications with any products or services not provided by NEOGOV. NEOGOV will not Indemnify Customer for Infringement caused by Customer's actions against any third party If the Services as delivered to Customer and used In accordance with the terms of the Agreement would not otherwise Infringe any thlyd-party Intellectual property rights. d) Exclusive Remedy. This Section provides the exclusive remedy for any intellectual property infringement claims or damages against NEOGOV. 15. Limitations of Liability. a) EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (a) LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY OR PROFIT, OR LOSS OF REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. NEOGOV 'M b) CAP ON MONETARY LIABILITY, WITHOUT LIMITATION OF THE PREVIOUS SECTION, EXCEPT FOR DAMAGES ARISING OUT OF LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED OR LIMITED, CUSTOMER'S OBLIGATIONS TO MAKE PAYMENT UNDER THIS AGREEMENT, OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF NEOGOV INTELLECTUAL PROPERTY RIGHTS, THE TOTAL LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS AGAINST THE OTHER PARTY UNDER THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE AMOUNT OF ALL PAYMENTS ACTUALLY RECEIVED BY NEOGOV FROM CUSTOMER DURING THE RELEVANT YEAR OF THIS AGREEMENT DURING WHICH THE CAUSE OF ACTION AROSE. THE FOREGOING LIMITATION OF LIABILITY IS CUMULATIVE WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES IN CONNECTION WITH THIS AGREEMENT BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT, THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL ELEMENT OF THE BASIS OFTHE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT AND HAS BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT. 16. E-Signatures. a) E-Signature Provisioning & Consent. NEOGOV E-Forma and other electronically signed services ("E- Signatures") are provided by NEOGOV for two counterparties (generally a government employer (the "sending party") subscribing to NEOGOV Services and Personnel or Job Seekers) to electronically sign documents. If you use E-Signatures offered by NEOGOV, you agree to the statements set forth In this Section, Whenever you sign a document using E-Signatures you affirmatively consent to using electronic signatures via the E- Signatures and consent to conducting electronic business transactions. You also confirm that you are able to access the E-Signatures and the document you are signing electronically. When using E-Signatures for a document, your consent applies only to the matter(s) covered by that particular document. b) Right to Opt -Out of E-Signatures. You are not required to use ESignatures or accept electronic documents provided thereby, Personnel and Job Seekers can choose to not use E-Slgnatures and may sign the document manually instead by notifying the sending party they are choosing to do so and by obtaining a non -electronic copy of the document. NEOOGV assumes no responsibility for providing non -electronic documents. In the event a non -sending party elects to sign the document manually, do not use E-Signatures to sign the document. - c) Electronic Download. If you have signed a document electronically using ESignaturos and transmitted it back to the sending party, NEOGOV provides the opportunity to download and print a paper copy of the document at no charge. If you later withdrawn your consent to using E-Signatures, please notify the sending party and stop using E-Signatures. Note that the decision to stop using E-Signatures after you have already used It does not change the legality of the documents you have previously signed using an electronic signature. d) E-Signature Validity. PLEASE NOTE THAT NEOGOV'S STATEMENTS CONTAINED HEREIN OR ELSEWHERE CONCERNING THE VALIDITY OF ELECTRONIC DOCUMENTS AND/OR THE SIGNATURE LINES OF DOCUMENTS THAT ARE ELECTRONICALLY SIGNED ARE FOR INFORMATIONAL PURPOSES ONLY; THEY SHOULD NOT BE CONSTRUED AS LEGAL ADVICE. UNDER FEDERAL AND STATE LAWS GOVERNING ELECTRONIC SIGNATURES, ELECTRONIC SIGNATURES ON CERTAIN TYPES OF AGREEMENTS ARE NOT ENFORCEABLE. NEOGOV HEREBY DISCLAIMS ANY RESPONSIBILITY FOR ENSURING THAT DOCUMENTS ELECTRONICALLY SIGNED THROUGH E- SIGNATURE'S ARE VALID OR ENFORCEABLE UNDER THE LAWS OF THE UNITED STATES OF AMERICA, ANY PARTICULAR STATE, OR ANY OTHER LEGAL JURISDICTION. YOU SHOULD CONSULT WITH LEGAL COUNSEL CONCERNING THE VALIDITY OR ENFORCEABILITY OF ANY DOCUMENT YOU MAY SIGN ELECTRONICALLY USING NEOGOV'S E-SIGNATURE'S. 17. Text Message Communications, NEOGOV may offer Job Seekers and Personnel the opportunity to receive text messages regardingf ob application or hiring process reminders, applicant status updates, orother human resource related notices. Since these text message services depend on the functionality of third -party providers, there may NEOGOV iM be technical delays on the part of those providers. NEOGOV may make commercially reasonable efforts to provide alerts in a timely manner with accurate information, but cannot guarantee the delivery, timeliness, or accuracy of the content of any alert. NEOGOV shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors In the content of an alert; or for any actions taken or not taken by you or any third party In reliance on an alert. NEOGOV cannot vouch for the technical capabllltles of any third parties to receive such text messages. NEOGOV MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO: (1) THE AVAILABILITY OF TELECOMMUNICATION SERVICES; (II) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (III) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS, OR SETTINGS CONNECTED WITH THE SERVICES. 18. Cooperative Agreement, As permitted by law, It Is understood and agreed by Customer and NEOGOV that any (1) federal, state, local, tribal, or other municipal government (Including all administrative agencies, departments, and offices thereof); (II) any business enterprise In which a federal, state, local, tribal or other municipal entity has a full, majority, or other controlling Interest; and/or (IU) any public school (including without limitation K-12 schools, colleges, universities, and vocational schools) (collectively referred to as the "New Entity") may purchase the Services specified herein In accordance with the terms and conditions of this Agreement. It is also understood and agreed that each New Entity will establish Its own contract with NEOGOV, be Invoiced therefrom and make Its own payments to NEOGOV In accordance with the terms of the contract established between the New Entity and NEOGOV. With respect to any purchases by a New Entity pursuant to this Section, Customer: (1) shall not be construed as a dealer, re -marketer, representative, partner or agent of any type of NEOGOV, or such New Entity; (II) shall not be obligated, liable or responsible for any order made by New Entitles or any employee thereof under the agreement or for any payment required to be made with respect to such order; and (tit) shall not be obliged, liable or responsible for any failure by any New Entity to comply with procedures or requirements of applicable law or to obtain the due authorization and approval necessary to purchase under the agreement. Termination of this Agreement shall In no way Ilmit NEOGOV from soliciting, entering Into, or continuing a contractual relationship with any New Entity. 19. Publicity. Each party hereto may advertise, disclose, and publish its relationship with the other party under this Agreement. 20. Force Majeure. NEOGOV shall not be liable for any damages, costs, expenses or other consequences Incurred by Customer or by any other person or entity as a result of delay in or inability to deliver any Services due to circumstances or events beyond NEOGOV's reasonable control, Including, without limitation: (a) acts of God; (b) changes in or In the Interpretation of any law, rule, regulation or ordinance; (c) strikes, lookouts or other labor problems; (d) transportation delays; (a) unavailability of supplies or materials; (f) fire or explosion; (g) riot, military action or usurped power; or (h) actions or failures to act on the pert of a governmental authority, 21. Independent Contractor; Third Party Agreements. The relationship of the parties shall be deemed to be that of an Independent contractor and nothing contained herein shall be deemed to constitute a partnership between or a joint venture by the parties hereto or constitute either party the employee or agent of the other. Customer acknowledges that nothing in this Agreement gives Customer the right to bind or commit NEOGOV to any agreements with any third parties. This Agreement Is not for the benefit of any third party and shall not be deemed to give any right or remedy to any such party whether referred to herein or not, 22. Entire Agreement; Amendment, This Services Agreement and documents Incorporated herein, the applicable Ordering Document, and Special Conditions (If any) constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous oral and written statements of any kind whatsoever made by the parties with respect to such subject matter. "Special Conditions" means Individually negotiated variations, amendments and/or additions to this Service Agreement of which are either drafted, or Incorporated by reference, into the Ordering Document. Any Customer proposal for additional or different terms, or Customer attempt to vary in any degree any of the terms of this Agreement is hereby objected to and rejected but such proposal shall not operate as a rejection of this Service Agreement and Ordering Document unless such variances are In the terms of the description, quantity, or price but shall be deemed a material alteration thereof, and this Service Agreement and the applicable Ordering Document shall be deemed accepted by the Customer without said additional or different terms. It Is expressly agreed that the terms of this Agreement and any NEOGOV Ordering Document shall supersede the terms In any non-NEOGOV purchase order or other ordering document. Notwithstanding the foregoing, any conflict of terms shall be resolved by giving priority In accordance with the following order: 1) Special Conditions (If any), 2) NEOGOV Ordering Document, 3) the NEOGOV Services Agreement and Incorporated documents, 4) Customer terms and conditions (if any). This Agreement supersedes the terms and conditions of any clickthrough agreement associated with the Services. This NEOGOV iM Agreement may not be modified or amended (and no rights hereunder may be waived) except through a written Instrument signed by the party to be bound, 23. General. This Agreement shall be governed by and construed In accordance with the laws of Customer's State, without giving effect to conflict of law rules. If any provision of this Agreement Is held to be Illegal or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that the remainder of this Agreement will continue in full force and effect. Provisions that survive termination or expiration are those relating to limitation of liability, payment, and others which by their nature are Intended to survive. All notices or other communications required or permitted hereunder shall be In writing and shall be deemed to have been duly given either when personally delivered, one (1) business day following delivery by recognized overnight courier or electronic mall, or three (3) business days following deposit In the U.S, mail, registered or certified, postage prepaid, return recalpt requested. All such communications shall be sent to (1) Customer at the address set forth In the Ordering Document and (II) NEOGOV at $00 Continental Blvd., Suite 555, El Segundo, CA 90245. The waiver, express or Implied, by either party of any breach of this Agreement by the other party will not waive any subsequent breach by such party of the same or a different kind. This Agreement may be executed In two or more counterparts, each of which will be deemed an original, but all of which taken together shall constitute one and the same Instrument. Delivery of a copy of this Agreement bearing an original signature by facsimile transmission, by electronic mall or by any other electronic means will have the same effect as physical delivery of the paper document bearing the original signature, Each party represents and warrants to the other party that (1) it has full power and authority under all relevant laws end regulations and Is duly authorized to enter into this Agreement; and (11) to Its knowledge, the execution, delivery and performance of this Agreement by such party does not conflict with any agreement, Instrument or understanding, oral or written, to which It is a party or bywhich It may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having Jurisdiction over It. Customer may not asslgn this Agreement without the express written approval of NEOGOV and any attempt at assignment In violation of this Section shall be null and void, The parties Intend this Agreement to be construed without regard to any presumption or rule requiring construction or Interpretation against the party drafting an Instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an Integral part of this Agreement to the same extent as If they were set forth verbatim herein. ,� Nl'!*.� 1'�J" ''i .i�Y 5 h.6??. ",e .S A ti.�.'3., i '. �'i �4fx ��V E' - F�.^`r}N Employee Count: 1,060 5 Xa✓+A`r. a+: Govetnmentjobs.com, Inc. (dba "NEOGOV") 300 Continental Blvd„ Suite 565 El Segundo, CA 90245 account' neo ov.com Customer City of Santa Ana (CA) Customer Haney Mostafa Name: Contact Name: Customer 20 Civic Center Plaza Email hmostafa@santa-ana.org Address: Santa Ana CA 92702 Address: �6�i11 " �+ „S �`hIt; t`i �I P 4 $ i R 1 Y `xi�0.fi 1 I �til ip$ (atk'-0T ,�SttWtTS 1 ✓ii ?5 ` gRl},, yj� L$ \f Jnn i FfyV4 i q• 1 9'N 9� ,* ,�ygs.+, YsS Onboard License Perform 1't off Term 1•i i 11 / tl It rt 11 111 ./ 11 lei/ tt It 11 t� -� Professional Performtt It � $2,985.00 Position Integration Setup waived Employee .n Setu1 A. Agreement and Applicable Modifications to the Agreement. t. Agreement. This Ordering Document and the Services purchased herein arc governed by the terms of the Services Agreement either affixed hereto or the version most recently published prior to execution of this Ordering Document available at https://www.neogoy.con/service- siecificatious, as well as the Service Specifications and applicable Schedules incorporated therein. 2, Effectiveness St Modification, Neither Customer nor NEOGOV will be bound by this Ordering Document until it has been signed by its authorized representative. This Order Form may not be modified or amended except through a written instrument signed by the parties. B. General Terms Summary. t. Summary of Fees, Listed above is a summary of Foes under this Order. Once placed, your order shall be non -cancelable and the sums paid nonrefundable, except as provided in the Agreement. 1 of 8 2. The Effective Date, This Order is made and entered into as of the date of Customer signature on this Order Document (die "Effective Date"). a. SaaS Subscription(s) Start Date. The Effective Date, a. Billing Frequency. Annual. Net 45 from Customer receipt of NEOGOV invoice. s. Order of Precedence. This Ordering Document shall take precedence in the event of direct conflict with the Services Agreement, applicable Schedules, and Service Specifications. e. Offer Validity, This Order is valid for 30 days from the date of Customer receipt of this Ordering Document unless extended by NEOGOV. C. Special Conditions (if any). 1. Initial Term: 7/1/21 - 6/30/23 plus two, one-year renewal options to be exercised at the Customer's discretion. 2. Onboard, Perform, Position Integration and Employee Integration Subscription Fees shall not increase more than 5% from the previous Term. 3, NEOGOV will provide the following insurance coverage during the terms of this Agreement: a) Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operatious,property damage, bodily injury and. personal 8 advertising injury with limits no less than $1.,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (fSO CG 25 03 or 25 04)or the general aggregate limit shall be twice die required occurrence limit. b) Automobile Liability: Insurance Services Office Form Number CA 0001. covering, Code 1 (any auto), or if NEOGOV fins no owned autos,, Code 8 (hired) and 9 (non- owned), with limit no less than $1,000,000 per accident for bodily injury and property damage. c) Workers' Compensation insurance as required by the State of California, withStatutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease, d) Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by NEOGOV in this agreement and shall include,but not be limited to, claims involving security breach, system failure, data recovery, business interruption, Cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress,invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response 2of8 NEOGOV rM costs, regulatory fines and penalties as well as credit monitoring expenses. e) Technology Professional Liability Errors and Omissions Insurance appropriate to NEOGOV's profession and work hereunder, with limits not less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken. by NEOGOV in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringemcnt of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of privateinformation, and alteration of electronic information.. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. 1) The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the Customer in the care, custody, or control of the NEOGOV. If not covered under the NEOGOV's liability policy, such "property" coverage of theAgency may be endorsed onto the NEOGOV's Cyber Liability Policyas covered property as follows: 2) If NEOGOV maintains broader coverage and/or higher limits than the minimums shown above, the Customer requires and shall be entitled to the broader coverage and/or the higher hmitsmaintained by NEOGOV. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to Customer. t) Other Insurance Provisions: the insurance policies are to contain, or be endorsed to contain, the fo.11owing provisions: I) Additional Insured Status- The Customer, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of NEOGOV including materials, parts, or equipment furnished inconnection with such work or operations. General liability coverage can be provided in the form of an endorsement to NEOGOV's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). 2) Primary Coverage- For any claims related to this contract, NEOGOV's insurance coverage shall be primary. Coverage for 3 of 8 NEOGOV IM commercial liability shall be at least as broad as ISO CG 20 0 t Oil 13 as respects the Customer, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Customer, its officers, officials, employees, or volunteers shall be excess of NEOGOV's insurance and shall not contribute with it, 3) Notice gfCancellation- Each insurance policy requited above shall state that coverage shall not be canceled, except with notice to the Customer. 4) Waiver af' Subrogation- NEOGOV hereby grants to Customer a waiver of any right to subrogation which any insurer of NEOGOV may acquire against the Customer by virtue of the payment of any Loss under such insurance. NEOGOV agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not Customer has received a waiver of subrogation endorsement from the insurer. S) Self-Insu.rerl Retentions- Self -insured retentions must be declared to and approved by the Customer. The Customer. .may require NEOGOV to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide,or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or Customer. b) Acceptability of Insurers- Insurance is to be placed with insurers authorized to conduct business in the statewith acurrentA.M. Best's rating of no less than A-:VII, unless otherwise acceptable to the Customer. 7) Claims Made policies- If any of the required policies provide coverage oti a claims -made basis: it. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. b. .Insurance must be maintained and evidence of insurance must be provided,for at leastfeve (S) years after eompletion of the contract of work, c. If coverage is canceled or non -renewed, and not replaced with another claims -matte policy firm with a Retroactive .Date prior to the contract effective date, NEOGOV must purchase "extended reporting" coverage for a minimum of five (S) years after completion of contract work. 8) Verification of Coverage- NEOGOV shall furnish the Customer all policy endorsements to the Customer before work begins, However, failure to obtain the required documents prior to the work begimming shall not waive the NEOGOV's obligation to provide 4of8 them. The Customer reserves the right to require complete, certified copiesof all required insurance policies, including endorsements required by these specifications, at any time, 9) Subcontractors- NEOGOV shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and NEOGOV shall ensure that Customer is an additional insured on insurance required from subcontractors, 10) Special Risks or Circumstances- Customer reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Section 15(b) (Cap on Monetary Liability) is modified to the following: CAP ON MONETARY LIABILITY. WITHOUT LIMITATION OF THE PREVIOUS SECTION, EXCEPT FOR DAMAGES ARISING OUT OF LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED OR LIMITED, CUSTOMER'S OBLIGATIONS TO MAKE PAYMENT UNDER TIIIS AGREEMENT, OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF NEOGOV INTELLECTUAL PROPERTY RIGHTS, TIIE TOTAL LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS AGAINST THE OTHER PARTY UNDER THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THHREE TIMES (3X) THE AMOUNT OF ALL PAYMENT'S ACTUALLY RECEIVED BY NEOGOV FROM CUSTOMER DURING THE TRAILING TWENTY-FOUR (24) MONTI-IS OF THIS AGREEMENT FROM WHICH THE CAUSE OF ACTION AROSE. THE FOREGOING LIMITATION OF LIABILITY IS CUMULATIVE WITH ALI, PAYMENTS FOR CLAIMS OR DAMAGES IN CONNECTION WITH THIS AGREEMENT BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT, THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES Of THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH TIIIS AGREEMENT AND HAS BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT. & Section 14(a) (Indemnification) is modified to the following: Indemnity. "Subject to subsections (b) through (d) of this Section, if a third party makes a claim against Customer that any NEOGOV intellectual property furnished by NEOGOV and used by Customer infringes a third party's intellectual property rights, or arising out of any grossly negligent action or willful conduct by NEOGOV or it's subcontractors, NEOGOV will defend the Customer against the claim and indemnify the Customer from the damages and liabilities 5off8 NEOGOV tM awarded by the court to the third -party claiming infringement or the settlement agreed to. by NEOGOV, if Customer does the following: i) Notifies NEOGOV promptly in writing, not later than thirty (3) days after Customer receives notice of the claim (or sooner is required by applicable law); ii) Gives NEOGOV sole control of the defense and any settlement negotiations; and iii) Gives NEOGOV the information, authority, and assistance NEOGOV needs to defend against or settle the claim," 6of8 P tl E Pl rM IN WITNESS WHEREOF, the parties have caused this Order to be executed by their respective duly authorized officers as of the date set forth below, and consent to the Agreement, Entity Name: City of Santa Ana Signature: Signature: Print Name: Kristine Ridge Print Name: John Closs Date: I Date: 6/1712021 7of8 NEOGOV IM ATTEST: /Ijaisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Ey: dawto. A R Laura A. Rossini Chief Assistant City Attorney RECOMMENDED FOR APPROVAL: I ON MOTSICK xecufive Director of Human Resources 8of8 Digitally signed by Frandne R. Francine R. Villareal Villareal Date: 2021 M.1 B 0923:16-07'00' ACORO® CERTIFICATE OF LIABILITY INSURANCE DATE(MMMDNYYY) 5/12/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ABD Insurance & Financial Services 777 Mariners Island Blvd Suite 250 San Mateo, CA 94404 NAME: CONTACT Carl Request PHONE 650-488-8565 a No: DUG No. E;dl E-MAIL ADDRESS: TechOertR uesl theabdteam.com INSURERS AFFORDING COVERAGE NAICA INSURER A: Berkley National Insurance Company 38911 wwwAheabdteam.com INSURED Governmentjobs.com, Inc. (NEOGOV) 300 Continental Blvd. Suite 565 INSURER a: Berkley Regional Insurance C mpany 29580 INSURER C: INSURER D: Steadfast Insurance Company 26387 El Segundo CA 90245 NSURER E : NSURER F COVERAGES CERTIFICATE NUMBER: AlA7971A RFVIAIr1N NIIMRFP- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR OF INSURANCE ADDLTYPE JM2 SUID POLICYNUMBER MMIDOY EFF MM/DO POLICY EXP LIMITS A s/ COMMERCIALGENERALLIABILITY ✓ `/ TCP 7011473 8/25/2020 8/25/2021 EACH OCCURRENCE $1000000 CLAIMS -MADE ✓ OCCUR DAMAGE TO RENTED PREMISES Ea omunence $300 000 MED EXP (Any one person) $15 000 PERSONAL&ADV INJURY $1 000 000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $3,000,000 POLICY JECTPR' �✓ LOC PRODUCTS-COMP/OP AGO $3000000 $ OTHER: B AUTOMOSILELIABILITY TCA 7011474 8/25/2020 8/25/2021 Eaaccl EDtSINGLE LIMIT $1000 0QQ BODILY INJURY (Par person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ ✓ HIRED NON -OWNED AUTOS ONLY ✓ AUTOS ONLY AUTOS PROPERTY DAMAGE Per accblenl $ UMBRELLA LIM OCCUR EACHOCCURRENCE $ AGGREGATE $ EXCESS LIAR CLAIMS -MADE DED RETENTION$ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ✓ TWC 7011475 8/25/2020 8/25/2021 �/ STATUTE ERH E.L. EACH ACCIDENT $1 OOO QOO ANYPROPRIETORIPARTNEIVEXECUTIVE OFFICERIMEMBEREXCLUDED'1 ❑ NIA E.L. DISEASE -EA EMPLOYEE $ I QQQ,000 (Mandatory In NH) U yes, descdbe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1000000 D EITors & Omissions/ Cyber Liability EOC 6219893 - 01 8/25/2020 8/25/2021 Limit: $2,000,000 and Data Breach Retroactive Date: 01/25/2000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) RE: All Operations of the Named Insured. The City of Santa Ana, its Officers, Officials, Employees and Volunteers are to be Covered are included as an additional insureds as respects to General Liability, but only to the extent required by written contractor written agreement. General Liability policy is Primary and Non -Contributory. Waiver of Subrogation applies to General Liability and Workers Compensation. CERTIFICATE HOLDER CANCELLATION City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 ACORD 25 (2016/03) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORQEDREPRESENTATIVE Rod Sockolov ©1988-2015 ACi The ACORD name and logo are registered marks of ACORD RIAMnMgernerdD[wioA REVIEWED & APPROVED BY: ® Risk Management Analyst 61672710 1 20-21 Al1/E6o $2m I eacia (1) 1 5/12/2021 12:2ea6 PM (PDT) I Page 3 of 4 POLICY NUMBER: TCP 7011473 5/1212021 COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 City of Santa Ana, its Officers, Officials, Employees and Volunteers are to be covered are included as an additional insureds as respects t A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or 'personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The Insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 26 04 13 in the Declarations. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. © Insurance Services Office, Inc., 2012 91672710 120-21 Ail/es.o $in I Tatra (1) 1 5/12/2021 22:28:5s Bn (PDT) I Page 2 of 4 RidrMvwganentDivision RE EWm 6 APPROVED BY: Risk Man„gemen[ Malys[ COMMERCIAL GENERAL LIABILITY CG 83 31 02 11 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ENDORSEMENT - TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - (BLANKET WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to 8. Transfer of Rights Of Recovery Against Others To Us under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any loss, provided that the less arises out of premises owned or occupied by you or rented or loaned to you; ongoing operations performed by you or on your behalf, done under a contract with a person or organization; "your work"; or "your products'. The waiver applies only to the person or organization designated in such contract. THIS ENDORSEMENT MUST BE ATTACHED TO A CHANGE ENDORSEMENT WHEN ISSUED AFTER THE POLICY IS WRITTEN. CG 83 31 02 11 Includes Copyrighted material of Insurance Services Office, Inc with its permi= RWe Mawgemm[ Diviefan REVIEWED&pMPRw®Br. Risk Mlanage— Matyrt 62a22710 120-21 aazvaso gig' 1 -a— ui 1 vsai2021 12-2e,5e PM 12nT) I _ _e 4 of NOTICE OF COMPLIANCE CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL Contractor Governmentjobs.com, Inc. (NEOGOV) Name: Project A-2021-090 Number: Project NEOGOV Name: The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the insurance requirements. No further action is required at this time. The compliant coverage(s) are: POLICY EXPIRATION TYPE OF INSURANCE COI DATE FILE NAME NUMBER DATE City of Santa Ana AUTOMOBILE LIABILITY TCA7011474 09/25/2023 09/28/2022 (2).pdf City of Santa Ana GENERAL LIABILITY TCP7011473 09/25/2023 09/28/2022 (2).pdf WORKERS COMPENSATION AND City of Santa Ana TWC7011475 09/25/2023 09/28/2022 EMPLOYERS' LIABILITY (2).pdf Thank you, City of Santa Ana Risk Management Division in partnership with CTrax Plus Services Team 9/29/2022 6:24 PM