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Home My WebLink AboutHIGH LINE CORPORATION (5)A-2020-029-03 MAYOR Valerie Arri MAYOR PRO TEM Thai Viet Phan COUNCILMEMBERS Phil Bacerra Johnathan Ryan Hernandez Jessie Lopez David Penaloza Benjamin Vazquez Sonia R. Carvalho City Attorney INSURANCE NOT REQUIRED WORK MAY PROCEED CITY CLERK DATE: APR 17 ZOU 0- -_-'1Cd) Govemmentjobs.com, Inc. (H• P-'A' ')"'a' 2120 Park Place El Segundo, CA 90245 CITY OF SANTA ANA INFORMATION TECHNOLOGY 20 Civic Center Plaza • P.O. Box 1988 Santa Ana, California 92702 Www.santa-ana.oro High Line Software Corporation 300 Continental Blvd., Suite 565 El Segundo, CA 90245 March 8, 2023 Re: Extension of Agreement No. A-2020-029 INTERIM CITY MANAGER Thomas R. Hatch CITY ATTORNEY Sonia R. Carvalho CITY CLERK Jennifer L. Hall Pursuant to Section 1 of the above -referenced Agreement, entered into by High Line Software Corporation (now a wholly owned subsidiary of Governmentjobs.com, Inc. d/b/a NEOGOV), and the City of Santa Ana, dated February 18, 2020, the time period of the Agreement is hereby extended for an additional one-year period, from April 1, 2024 through March 31, 2025. Any insurance certificates are required to be extended and/or renewed to cover this extension. All other terms and conditions of the Agreement remain unchanged and in full force and effect. Sin c rely ack Ciulla xecutive Director Information Technology [SIGNATURES ON FOLLOWING PAGE] SANTA ANA CITY COUNCIL Valens Amez a Thai Viet Phan Benjamin Vazquez Jessie Lopez Phil Bacena Johnathan Ryan Hemandez David Penaloza Mayor Maya, Pro Tam, Ward 1 Wad2 Ward3 Wald! 4 Ward Ward vamezcua0)sanaanaom tohannsanla-ana.om tvamuezGilsantaanaom Lesslelooezlalsania-ana.ora pdaceva0sanlaanaom livanhemandezavantaanaom d fD CITY OF SANTA ANA 0-,. A varo Nunez Acting City Manager APPROVED AS TO FORM Sonia R. Carvalho City Attorney onathan T. Martine Assistant City Attorney ATTEST nnifer L. all City Cle GOVERNMENTJOBS.COM, INC. d/b/a NEOGOV Name: Alex Chun Title: CFO SANTA ANA CITY COUNCIL Valerie Amezcua Thai Viet Phan Benjamin Vazquez Jessie Lopez Phil Bacena Johnalhan Ryan Hemandez David Penalou Maya Mayor Pro Tem, Ward 1 Wad 2 Ward 3 Ward 4 Wad 5 Ward 6 meze.mRsaniaanaom Whim4, is-ana om assielopez4sanla-ana on pbacenaezisanla-anaom irvanhemandez(oieanla-ana om doe ( ta- High Line Software, Inc. 2120 Park Place, Suite 100 El Segundo, California 90245 City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 January 8th, 2024 Re: PROGRAM LICENSE & SERVICE AGREEMENT #980603, the "Agreement"), dated June 22"', 1998, by and between City of Santa Ana ("you") and High Line Software, Inc. (the "High Line" or "we"). To Whom It May Concern: As you may be aware, High Line is a wholly owned subsidiary of Governmentjobs.com, Inc. d/b/a NEOGOV ("NEOGOV") following NEOGOV's acquisition of High Line in 2018 (the "Transaction"). This letter (this "Letter") is to (i) inform you that High Line is assigning over all of its rights, obligations and liabilities under the Agreement to NEOGOV, and as a result, NEOGOV will become the counterparty, to the Agreement and assume all of the rights, obligations and liabilities of High Line under the Agreement which arise, or are to be performed after the date hereof (the `Assignment"), and (ii) request your consent to the Assignment. By signing this Letter, you herby: (i) consent to the Assignment, without modification of any provision of the Agreement, regardless of any conditions, prohibitions or restrictions thereon set forth in the Agreement or otherwise, (ii) waive any right to terminate, and any violation, breach, or default under, the Agreement in connection with or as a result of the Assignment, (iii) waive any notice requirement or review or response period contained in the Agreement that could otherwise be triggered by the Assignment, (iv) acknowledge that no payment is or will become due and no penalty will result as a result of or in connection with the Assignment, (v) acknowledge and agree that the Agreement will remain in full force and effect and enforceable following the consummation of the Assignment, and (vi) acknowledge that, to your knowledge, there are no uncured defaults, breaches or events of default by High Line in the performance of any of its obligations thereunder, and there are no facts or circumstances known to you which would, with the passage of time or the delivery of notice, or both, constitute a default, breach or event of default thereunder. Please acknowledge your receipt of this Letter and your consent to the Assignment by signing where indicated below and emailing a .PDF copy to Persona litvSupportgneo og v.net at your earliest convenience. Signatures delivered via electronic mail (including PDF, DocuSign or any electronic signature) or other transmission method shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. We kindly ask that you respond to this request by January 31, 2024. This Letter shall inure to the benefit of High Line, NEOGOV (who is an express and intended third -party beneficiary of this letter agreement), and each of their respective successors and assigns, and shall be binding upon each of their heirs, personal representatives, successors and assigns. If you have any questions regarding the foregoing, please do not hesitate to contact me at Personal itySupport a neogov.net. Thank you in advance for your prompt attention. [Signature page follows. ] CITY OF SANTA ANA lYy.) Alvaro Nunez Acting City Manager APPROVED AS TO FORM Sonia R. Carvalho City Attorney Jonathan T. Martinez Assistant City Attorney Very truly yours, HIGH LINE SOFTWARE, INC. By: Name: Alex Chun Title: CFO ATTEST GOVERNMENTJOBS.COM, INC. d/b/a NEOGOV Name: Alex Chun Title: CFO [Signature Page to Consent to Transaction]