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Home My WebLink AboutNEOGOV (GOVERNMENTJOBS.COM INC.)INSURANCE NOT ON FILE WORK MAY NOT PROCEED CITY C[FRK JUL 0 3 2025 DATE` NEOGOV TM a, Hk4 Ewl suhnaidfrW A-2025-088 PUwerDMS Digital Management Software ArEG(i0V O,;; p SERVICES AGREEMENT V011025 You agree that by placing an order through a NEOGOV standard ordering document such as an "Order Form", "Service Order," "Ordering Document," "SOW," "Invoice" or other document mutually agreed by the parties detailing the services, pricing and subscription term (each, an "Order Form" for purposes of this Agreement), you agree to follow and be bound by the terms and conditions set forth herein. "Governmentjobs.com", "NEOGOV", "eve", and "our" means Governmentjobs.com, Inc. (D/B/A/ NEOGOV), for and on behalf of itself and its subsidiaries PowerDMS, Inc., Cuehit, Inc., Ragnasoft LLC (D/B/A/ PlanIT Schedule), and Design PD, LLC (D/B/A Agency360) (collectively, "NEOGOV" and, where applicable, its other affiliates); "Customer", "you", "your" means the NEOGOV client, customer, and/or the subscriber identified in the Order Form), "Services Agreement" or the "Agreement" shall be used to collectively refer to this NEOGOV Services Agreement, documents incorporated herein including the applicable Order Form, each Addendum (as applicable), and Special Conditions (if any). "Addendum" means each Addendum set forth either as an Exhibit hereto or otherwise made available at https://www.nt-ogov,rom/scrvice-specifications (the "NEOGOV Site") and, as applicable, made a part of this Agreement. "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 Order Form. 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 Order Form (collectively referred to as the "Services"). In addition, to the extent NEOGOV provides Customer with access to additional NEOGOV software in order to access Customer Data (as defined below) or otherwise enhance product implementation or functionality, Customer's use of such software will be deemed to be part of the Services and the terms and conditions of this Agreement shall apply. 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 earlier of: (i) date of your signature on an applicable Order Form; or (ii) 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 Form and subsequently made available by NEOGOV to Customer, and associated components as described in any written service specifications made available to Customer by NEOGOV (the "Service Specifications"). Subject to and conditioned on Customer's and its Authorized Users' compliance with the terms and conditions of this Agreement, NEOGOV hereby grants to Customer a limited, non-exclusive, non -transferable, and non- sublicensable right to (i) onboard, access and use, and to permit Authorized Users to onboard, access and use, the SaaS Applications specified in the Order Form solely for Customer's internal, non-commercial purposes; (ii) generate, print, and download Customer Data as may result from any access to or use of the SaaS Applications; and (iii) 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 ("Personnel") who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Services Agreement and (2) for whom access to the Services has been purchased hereunder. You shall not exceed the usage limits (if any) as detailed in the user tier in the applicable Order Form. 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 monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes. You shall be responsible for each Authorized User's access to and use of the SaaS Applications and compliance with applicable terms and conditions of this Agreement. h) Subscription Term. Unless otherwise specified in an applicable Order Form, SaaS Subscriptions shall commence on 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 the SaaS Subscriptions, or unless terminated earlier in accordance with this Agreement. 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. Docusign Envelope ID: 4F711A0B-6576-4765-I35013-29AA17403FSAD TM PowerDMS NEOGOVDigital Management Software 3, Customer Responsibilities. a) Mana i ig the Subscription. Customer may use the Service in a manner consistent with the terms of this Agreement. Customer will provide NEOGOV all information needed to process the Order Form to activate the subscription and provision the Service to the Customer. b) Managing Authorized Users. Customer is responsible for managing the Authorized Users on its account on the Service. i) Invitations and Permissions. Customer is responsible for determining which persons to invite to join the Customer's account on the Service and for all actions by Authorized Users on Customer's account on the Service. Customer is solely in control of the individual permissions on the Customer's account. ii) Customer Obligations. Customer must. (A) obtain any rights, permissions, or consents that are necessary for the Authorized User's lawful use of Customer Data and the operation of the Service. (B) ensure that the transfer and processing of Customer Data under the Agreement is lawful; and (C) respond to and resolve any dispute with an Authorized User relating to or based on Customer Data, the Service, or Customer's failure to fulfill its obligations under the Agreement or applicable law. Customer will not, and will ensure its Authorized Users do not (a) make any of the Services available to anyone other than Authorized Users or use any Services for the benefit of anyone other than Customer and its Authorized Users, unless otherwise agreed in writing by the parties, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any of the Services, or include any of the Services in a service bureau or outsourcing offering, unless otherwise agreed in writing by the parties, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of the privacy rights, publicity rights, copyright rights, or other rights of any person or entity, (d) use the Services to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses, (e) interfere with or disrupt the integrity or performance of the Services (including, without limitation, activities such as security penetration tests, stress tests, and spamming activity), (f) attempt to gain unauthorized access to the Services or its related systems or networks, (g) disassemble, reverse engineer, or decompile the Services, or modify, copy, or create derivative works based on the Services or any part, feature, function or user interface thereof, (h) remove the copyright, trademark, or any other proprietary rights or notices included within NEOGOV intellectual Property and on and in any documentation or training materials, or (i) use the Services in a manner which violates the terms of this Agreement, any Order Form or any applicable laws. 4. Professional Services. "Professional Services" shall mean professional services purchased by Customer as detailed in an applicable Order Form or NEOGOV Scope of Work (SOW) describing the work to be performed, fees, and any applicable milestones, dependencies, and other technical specifications or related information. Professional Services include training, set-up, implementation, and best practices of and concerning the SaaS Applications. Professional Services are subject to the terms of the Professional Services Addendum made available on the NEOGOV Site and made a part hereof and may be subject to additional terms pursuant to an SOW and Service Specifications describing, if applicable, 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 Customer before NEOGOV shall commence work. If Customer executes a separate SOW, this Agreement and documents incorporated herein (including but not limited to the Professional Services Addendum) shall control in the event of a conflict with the terms of the SOW. 5. PaymentTerms. a) Fees. Customer shall pay all Subscription, Onboarding and Set -Up fees ("Subscription Fees") and Professional Service fees ("Professional Service Fees", collectively the "Fees") as set forth in an Order Form within thirty (30) days of the date of NEOGOV's invoice. Fees shall be invoiced annually in advance and in a single invoice for each Term. Unless explicitly stated otherwise in an Order Form, all payments due under an Order Form are expressed in and shall be paid in U.S. dollars. Invoices shall be delivered to the stated "Bill To" party on the Order Form. Unless explicitly provided otherwise, once placed the Order Form is non -cancellable and sums paid nonrefundable. Any invoiced amount that is not received by NEOGOV when due as set forth in an Order Form will be subject to a late payment fee of 1.5% per month or the maximum rate permitted by law, whichever is lower. If any amount owing by Customer is more than 30 days overdue, NEOGOV may, without limiting its other rights and remedies, suspend the Services until such amounts are paid in full. If Subscription Fees are based upon the Authorized User or employee count as may be specified in an Order Form, Customer shall owe NEOGOV supplemental Subscription Fees to the extent Customer exceeds the number of Authorized Users or employees set forth in the Order Form. Except as otherwise specifically stated in the Order Form, NEOGOV may change the charges for the Services with effect from the start of each Renewal Term by providing Customer with new pricing at least thirty (30) day notice prior to commencement of a Renewal Term. The new pricing shall be deemed to be effective if Customer (a) returns an executed Order Form to NEOGOV, (b) remits payment to NEOGOV of the fees set forth in the invoice referencing the new pricing, or (c) the Customer or any of its Authorized Users access or use the Services after the expiration of the previous Term. Docusign Envelope ID: 4F711AQ8-6576-4765-B5OB-29AAF403F8AD EOGOVTM P(bwerDMS Digital Management Software x �aiaoir �,Q.,r b) Taxes. 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 within ten (10) days after the Effective Date of this Agreement and thereafter upon NEOGOV's request therefor. c) Purchase Orders. Any reference to a purchase order in an Order Form or any associated invoice is solely for Customer's convenience in record keeping, and no such reference or any delivery of services to Customer following receipt of any purchase order shall be deemed an acknowledgement of or an agreement to any terms or conditions referenced or included in any such purchase order. If a purchase order is delivered by Customer in connection with the purchase of Services, none of the terms and conditions contained in such purchase order shall have any effect or modify or supersede the terms and conditions of this Agreement. NEOGOV's failure to object to terms contained in any such purchase order shall not be a waiver of the terms set forth in this provision or in this Agreement. 6. Term and Termination. a) Term, This Agreement shall commence on the Effective Date and shall remain in effect until all SaaS Subscriptions have expired and/or both parties have achieved full performance of Professional Services, unless it is terminated earlier in accordance with this Agreement. b) Termination for Cause; Effect of Termination. Either Parry 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 pose a security risk to the Services, NEOGOV or any third parry, or 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 Property. 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 specified, following 90 days after expiration or termination of the Agreement NEOGOV may remove Customer Data from NEOGOV Services and without Customer consent or notice. 7. Audit Rights. Upon reasonable notice, NEOGOV or its agent shall have the right to audit Customer's records relating to its compliance with this Agreement. Customer shall cooperate fully with this audit. If any audit conducted under this Section indicates that any amount due to NEOGOV was underpaid, Customer shall within three (3) business days pay to NEOGOV the amount due. All expenses associated with any such audit shall be paid by NEOGOV unless the audit reveals underpayment in excess of five percent (5%), in which case Customer shall pay such expenses as well as any amount due to NEOGOV. 8. Maintenance: Modifications; Support Services. a) Maintenance U dates Upgrades. NEOGOV maintains NEOGOV's hardware and software infrastructure for the Services and is responsible for maintaining 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 modifications 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) Program Documentation,• Training Materials. "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 -sub licensable, 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. 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-to-day activities. Docusign Envelope ID: 4F71IA08-6576-4765-B50B-29AAF403F8AD TM P(bwerDMS NEOGOV Digital Management Software A wEoaov e"W" c) Im lei. For Services requiring implementation, NEOGOV implementation supplements the Training Materials and is conducted off -site unless otherwise agreed in the Order Form. For an additional fee as detailed on an applicable Order Form, NEOGOV personnel will provide consultation on best practices for setting up the Services, answer Customer questions during the implementation period, and use commercially reasonable efforts to ensure Authorized User Admins grasp the system. The length of the implementation time is dependent on the type of Service and the Customer's responsiveness. NEOGOV is not responsible or liable for any delay or failure to perform implementation caused in whole or in part by Customer's delay in performing its obligations hereunder and, in the event of any such delay, NEOGOV may, in its sole discretion, extend all performance dates as NEOGOV deems reasonably necessary. d) Stu port. Phone support for the Services is available to Customer Monday through Friday, excluding NEOGOV holidays. Customer may submit a request for online support for the Services 24 hours a day, seven days a week, and the NEOGOV support desk will acknowledge receipt of the request within a reasonable time. The length of time for a resolution of any problem is dependent on the type of case. c} Limitations. Unless otherwise specified in the Order Form, this Agreement does 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. 9. NEOGOV Intellectual Property Rights. a) 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 Property 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 dress, service mark, trade name, logo, design mark, or domain name, whether or not registered. b) Customer may, but is not obligated to, provide NEOGOV with suggestions, ideas, enhancement requests, or other feedback ("Feedback"). If Customer provides any such Feedback to NEOGOV, Customer hereby grants NEOGOV a nonexclusive, perpetual, irrevocable, royalty -free license to use all Feedback for any purpose, Feedback is provided to NEOGOV on an "as -is" basis without warranties of any kind. 10. Data Processing and Privacy. a) Customer Data. "Customer Data" shall mean all data that is owned or developed by Customer, whether provided to NEOGOV by Customer or provided by a third party to NEOGOV in connection with NEOGOV's provision of Services to Customer, including Personnel 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 owns all right, title, 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. NEOGOV reserves the right to delete or disable Customer Data stored, transmitted or published byCustomer using the Services upon receipt of a bona fide notification that such content infringes upon the intellectual roperty rights of others, or if NEOGOV otherwise reasonably believes any such content is in violation of this Agreement. b) Platform Data. "Platform Data" shall mean any anonymized data reflecting the access to 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 operation of the Services including any end user visit, session, impression, clickthrough or click stream data, as well as log, device, transaction data, or other analysis, information, or data based on or derived from any of the foregoing. NEOGOV shall exclusively own all right, title and interest in and to all Platform Data. Customer acknowledges NEOGOV may compile Platform Data based on Customer Data input into the Services. Customer agrees that NEOGOV may use Platform Data to the extent and in the manner permitted under applicable law. Such anonymized data neither identifies Customer or its users, nor can Customer or any its users can be derived from such data. Docusign Envelope ID: 4F711A08-6576-4765-B50E3-29AAF403F8AD NEOGOV'" C) P(DwerDMS Digital Management Software A 1�OWY Cmq�tq Data Processing Agreement. The parties agree that the terms of the NEOGOV Data Processing Addendum ("DPA") made available on the NEOGOV Site is hereby incorporated herein by reference and made part of this Agreement and governs NEOGOV's processing of Personal Data. d) Data Responsibilities, NEOGOV will maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Customer Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data by NEOGOV personnel except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by applicable law, or (c) as Customer expressly permits in writing. Customer acknowledges and agrees that it is commercially reasonable for NEOGOV to rely upon the security processes and measures utilized by NEOGOV's cloud infrastructure providers. ii) Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Data, including but not limited to compliance with applicable laws. NEOGOV will have no responsibility or liability for the accuracy of the Customer Data prior to receipt of such data into the Services. Without limiting the foregoing, Customer shall be solely responsible for and shall comply with all applicable laws and regulations relating to (a) the accuracy and completeness of all information input, submitted, or uploaded to the Services, (b) 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 (c) the collection, use, modification, alteration, extraction, retention, copying, 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 otherwise mutually agreed in writing, Customer shall not maintain any financial, health, payment card, or similarly sensitive data that imposes specific data security or data protection obligations within the Services. Customer shall provide and institute all appropriate tools and procedures required to ensure the security of its own information system and, more specifically, to prevent, detect and destroy the occurrence of any viruses. e) Breach Notice. NEOGOV will notify Customer of unauthorized access to, or unauthorized use, loss or disclosure of Customer Data within its custody and control (a "Security Breach") within 72 hours of NEOGOV's confirmation of the nature and extent of the same or when required by applicable law, whichever is earlier. Each party will reasonably cooperate with the other with respect to the investigation and resolution of any Security Breach. If applicable law or Customer's policies require notification of its Authorized Users or others of the Security Breach, Customer shall be responsible for such notification. 1) Data Export, Retention and Destruction. Customer may export or delete Customer Data from the Services at any time during a Subscription Term, using the existing features and functionality of the Services. Customer is solely responsible for its data retention obligations with respect to Customer Data. If and to the extent Customer cannot export or delete Customer Data stored on NEOGOV's systems using the then existing features and functionality of the Services, NEOGOV will, upon Customer's written request, make the Customer Data available for export by Customer or destroy the Customer Data. If Customer requires the Customer Data to be exported in a different format than provided by NEOGOV, such additional services will be subject to a separate agreement on a time and materials basis. Except as otherwise required by applicable law, NEOGOV will have no obligation to maintain or provide any Customer Data more than ninety (90) days after the expiration or termination of this Agreement. Customer acknowledges that it is solely responsible for determining any retention requirements with respect to the Customer Data as required by applicable law and NEOGOV disclaims all liability in connection with such determination. In addition, to the extent Customer requests that NEOGOV retain Customer Data beyond the expiration of the retention period required by applicable law, rule or regulation, NEOGOV disclaims all liability in connection with retaining such Customer Data including but not limited to any claims related to loss or destruction of such Customer Data. 11. Third ParV 5ervices. The Services may permit Customer and its Authorized Users to access services or content provided by third parties through the Services ("Third Party Services"). Customer agrees that NEOGOV is not the original source and shall not be liable for any inaccuracies contained in any content provided in any of the Third Party Services. NEOGOV makes no representations, warranties or guarantees with respect to the Third Party Services or any content contained therein. NEOGOV may discontinue access to any Third Party Services through the Services if the relevant agreement with the applicable third party no longer permits NEOGOV to provide such access. If loss of access to any Third Party Services (to which Customer has a subscription under this Agreement) occurs during a Subscription Term, NEOGOV will refund to Customer any prepaid fees for such Third Party Services covering the remainder of the Subscription Term. 12. Nondisclosure. € ecusign Envelope ID.4F71 iA08-6576-4765-B50B-29AAF403F8AD TM NmerDMS NEOGOV Digital Nl r.;sement Software . Maw caw a) Definition of Confidential Information. '`Confidential Information" means all 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. Customer's Confidential information includes its Customer Data. NEOGOV Confidential Information includes the NEOGOV Intellectual Property and the Services. The Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such parry. However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Parry prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third parry without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party. b) Obligations. The Receiving Party will: (i) use the same degree of care it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (iii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees and contractors who need access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not less protective of the Confidential Information than those herein. c) Exce to ions. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the 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. d) Equitable Relief. The parties recognize and agree there may be no adequate remedy at law for breach of the provisions of the confidentiality obligations set forth in this Section 12, that such a breach may irreparably harm the Disclosing Party and the Disclosing Party is entitled to seek equitable relief (including, without limitation, an injunction) with respect to any such breach or potential breach in addition to any other remedies available to it at law or in equity. 13. Representations Warranties and Disclaimers. a) Mutual Representations. Each party represents and warrants to the other party that (i) it has full power and authority under all relevant laws and regulations and is duly authorized to enter into this Agreement; and (ii) 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 by which it may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. Re resentations and Warranties. Customer hereby represents and warrants to NEOGOV that: (1) b} Additional Customer Customer and Authorized Users have all necessary rights and authority to upload Customer Data to the Service without violating any third party's proprietary or privacy rights, including intellectual property rights; (2) Customer Data does not contain any viruses, worms, Trojan horses, or other harmful or destructive code or content; and (3) Customer will use the Service in compliance with all laws, rules, regulations, and this Agreement. e) Service Performance Warrant. NEOGOV warrants that it provides the Services using a commercially reasonable level of care and skill and in a professional manner in accordance with generally recognized industry standards for similar services. d) No Other Warrant. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS WARRANTY SECTION, THE SERVICES AND ANY OTHER INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" 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 T WARRANT UNINTERRUPTED, PRACTICE. O THAT TSERVICESHE ERROR FREE, OR COME PTELYSECURE, OR THAT ANY ERROR WILL BE CORRECTED. e) CONTROL THEFLOWOFDATA TO OR FROMoTHE1NEOGOV SYSTEM AND OTHER PORT IONS OF�THE Docusign Envelope ID: 4F711A08-6576-4765-65013-29AAF4031`8AD TM NbwerDMS NEOGOV Digital Management Software A Wowv cow" 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 OR WITH RESPECT TO ANY THIRD PARTY SERVICES. f) No Medical Advice. Through certain Services, NEOGOV may make certain telehealth related information available to Customer and/or facilitate user access to telemedicine, expert medical services, and/or emergency medical services. NEOGOV is independent from healthcare providers who provide telemedicine services and is not responsible for such healthcare providers' acts, omissions or for any content or communications made by them. The Services do not provide medical advice and do not create a healthcare provider/patient relationship between Customer and NEOGOV or otherwise. Any Services, or content accessed from the Services, are for informational purposes only and do not constitute medical advice. Customer should seek professional medical advice, diagnosis, and/or treatment for any and all medical conditions, whether as a result of using Services or otherwise. NEOGOV IS NOT RESPONSIBLE OR LIABLE FOR ANY ADVICE, COURSE OF TREATMENT, DIAGNOSIS OR ANY OTHER TREATMENT OR INFORMATION THAT CUSTOMER OR ITS USERS MAY OBTAIN THROUGH THE USE OF THE SERVICES. 14, Indemnification. a) Customer Indemnity. To the extent permitted by applicable law, Customer will defend and indemnify NEOGOV from and against any claim, demand, suit or proceeding made or brought against NEOGOV (i) by a third party alleging that any Customer Data infringes or misappropriates such third party's intellectual property rights, (ii) in connection with Customer's violation of any applicable laws, or (iii) any claim or allegation by any third party resulting from or related to Customer's or any of its Authorized User's breach of Section 3 of this Agreement. b} NEOGOV Indemnity. Subject to subsections 14(b)(i) through 14(b)(iii) and 14(c) 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 third -party claiming infringement or the settlement agreed to by NEOGOV. i) 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. ii) No Duty 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 third -party intellectual property rights. iii) Exclusive Remedy. This Section provides the exclusive remedy for any intellectual property infringement claims or damages against NEOGOV. c) Indemnification Procedures. In order to receive the indemnities described hereunder, the indemnified party must: (i) Promptly notify the indemnifying party, in writing, of any claim; (ii) cooperate reasonably with indemnifying party, at the indemnifying party's expense, in the defense and/or settlement thereof,and (iii) allow the indemnifying party to control the defense and/or settlement thereof except that the indemnifying party may not, without the indemnified party's prior written consent, enter into any settlement that does not unconditionally release the indemnified party from liability. The indemnified party shall have the right to participate in any defense of a claim and/or to be represented by counsel of Docusign Envelope U 4F71 IA08-6576-4765-950B-29AAF403F8AD NEOGOV'" its own choosing at its own expense, indemnifying party. PUwerDMS Digital Management Software provided that ultimate control of such defense shall remain solely with the 15. Limitations of Liabilit_ . 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, INCLUDING 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; (e) 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. b) CAP ON MONETARY LIABILITY. EXCEPT FOR DAMAGES ARISING OUT OF LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED OR LIMITED, OR CUSTOMER'S OBLIGATIONS TO MAKE PAYMENT UNDER THIS AGREEMENT, THE TOTAL AGGREGATE 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 IN CONNECTION WITH THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT INITIALLY GIVING RISE TO SUCH LIABILITY. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT. 16. Reimbursement of Costs in Third Party Litigation. With respect to any litigation or other court proceeding involving Customer and a third party, if any subpoena or other legally binding request related to such litigation or court proceeding is served to NEOGOV requesting copies of documents maintained by NEOGOV or otherwise requesting NEOGOV to appear as a witness in any capacity or provide testimony xith respect to Customer's documentation, Customer shall reimburse NEOGOV For its out-of-pocket costs associated with compliance with such request, including but not limited to NEOGOV'% reasonable attorneys' lees. 17. EOL Products. NEOGOV may, in its discretion, at certain times elect to discontinue development, distribution and/or support of any Service or any elements or versions of any Service, and thereby designate such Service or elements or versions as end of life ("EOL"). In the event that NEOGOV elects to announce EOL for any Service, NEOGOV will provide six (6) months prior notice. Customer will have a period of six (6) months alter receipt of such notice to upgrade to the last commercially available (non-EOL) version of the Service, if applicable, or otherwise following the expiration of such six {6} month period, the Service shall be deemed terminated without penalty and a pro rata refund shall be provided to Customer for the remaining term of the Service. During the 6-month notice period, Customer may continue exercising all of the rights set forth in this Agreement with respect to such EOL Service. 18. Text Messa a Communications. NEOGOV may offer Personnei the opportunity to receive text messages regarding job application or hiring process reminders, applicant status updates, or other human resource related notices. Since these text message services depend on the functionality of third -party providers, there may 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 capabilities of any third parties to receive such text messages. To the extent you utilize text messaging features, NEOGOV shall not be responsible for your use of such features, and you shall indemnify NEOGOV with respect to any damages resulting from your use including but not limited any violations of applicable law. NEOGOV MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO: (a) THE AVAILABILITY OF TELECOMMUNICATION SERVICES; (b) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION IASEOF INFORMATION THIRD PARTIES FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS, OR SETTINGS WITHTHE SERVICES. Docusign Envelope ID: 4F711A08-6576-4765-850B-29AAF403F8AD NEOGOVIM P�werDMs Digital Management Software A NeQGM C IR, 19, Publici . Unless otherwise provided in the applicable Order Form, NEOGOV may identify Customer as one of its customers and use Customer's logo for such purposes, subject to any trademark usage requirements specified by Customer. 20. Force Maieure. Except for Customer's payment obligations to NEOGOV, neither party shall be liable for any damages, costs, expenses or other consequences incurred by the other party or by any other person or entity for any act, circumstance, event, impediment or occurrence beyond such party'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, lockouts or other labor problems; (d) transportation delays; (e) unavailability of supplies or materials; (I) fire or explosion; (g) riot, pandemic, military action or usurped power; (h) actions or failures to act on the part of a governmental authority; (i) internet service interruptions or slowdowns, vandalism or cyber-attacks, or 0) any other cause beyond the reasonable control of such party. 21. Independent Contractor, No "third Party Beneficiary; Fulfillment Partners. 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. NEOGOV may designate any third -parry affiliate, or other agent or subcontractor (each a "Fulfillment Partner"), without notice to, or the consent of, Customer, to perform such tasks and functions to complete any Services. 22. Entire Agreement; Amendment: Addendum. This Services Agreement, the Exhibits hereto, each Addendum (as may be applicable pursuant to the terms therein) and documents incorporated herein, the applicable Order Form, 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, It is expressly agreed that the terms of this Agreement and any NEOGOV Order Form 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 Order Form, 3) the NEOGOV Services Agreement, and 4) incorporated documents (including the Exhibits and each applicable Addendum). This Agreement supersedes the terms and conditions of any clickthrough agreement associated with the Services. This Agreement may not be modified or amended (and no rights hereunder may be waived) except through a written instrument signed by the parties to be bound. If you are subscribing for the KRIS, Vetted, or PowerEngage Platform, you hereby specifically agree to the terms of the applicable Addendum set forth on the NEOGOV Site. In addition, certain Services may disclose the use of artificial intelligence, in which case, Customer hereby agrees to the terms of the At Addendum set forth on the NEOGOV Site. 23. General. a) Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the state of California, without giving effect to conflict of law rules. Any legal action or proceeding relating to this Agreement shall be instituted only in any state or federal court in Los Angeles, California. b) Severability. 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, without limitation, accrued rights to payment, acknowledgements and reservations of proprietary rights, confidentiality obligations, warranty disclaimers, and limitations of liability, and others which by their nature are intended to survive. c) Notices. 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 ovemight courier or electronic mail, or three (3) business days following deposit in the U.S. mail, registered or certified, postage prepaid, return receipt requested. All such communications shall be sent to (i) Customer at the address set forth in the Order Form and (ii) NEOGOV at the address specified in the applicable Order Form. d) Waiver. 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. e) Electronic Delivery. Delivery of a copy of this Agreement or an Order Form bearing an original signature by electronic mail or by any other electronic means will have the same effect as physical delivery of the paper document bearing the original signature. Docusign Envelope ID: 4F711A08-6576-4765-650B-29AAF403F8AD TM P(DwerDMS NEOGOV Digital Management Software A Moaov C—P.a fj Assignment. Customer may not assign this Agreement without the express written approval of NEOGOV Any attempt at assignment in violation of this Section shall be null and void. g) Construction. 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, addendum, 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. h) Subcontractors. For purposes of this Agreement, including any subsequent documentation requested by Customer pursuant to this Agreement, the term "subcontractors" shall exclude subcontractors (i) who perform routine software development and maintenance services which are not specific to the Customer, (ii) subcontractors who will not have any access to Customer Data, and (iii) subcontractors who have access to Customer Data solely within NEOGOV's or Customer's systems. 24. Insurance. NEOGOV will provide the following insurance coverage during the terms of this Agreement: a) Commercial General Liability (CGL): Accord certificate of insurance on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury within limits no less than $1,000,000, per occurrence. The general aggregate limit shall be twice the required occurrence limit. b) Automobile Liability: NEOGOV has no owned autos,), 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, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. d) Errors and Omissions Including 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 costs, regulatory fines and penalties as well as credit monitoring expenses. e) Other Insurance Provisions: the insurance policies are to contain„ or be endorsed to contain, the following provisions: i) Additional Insured Status The Customer, its officers, officials, and employees are to be covered as additional insureds on the CGL policy with respect to liability arising out of NEOGOV's indemnity obligations pursuant to the terms of this Agreement. ii) Primary Coverage — For any claims related to this contract, NEOGOV's insurance coverage shall be primary. 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. iii) Notice of Cancellation — Each insurance policy required above shall state that insurance carrier will endeavor to provide thirty (30) days notice of cancellation, ten (10) days notice for non-payment of premium. iv) Waiver of Subrogation —To the extent permitted by law, NEOGOV will require its insurer(s) issuing the Commercial General Liability and Workers Compensation coverage to waive its rights of recovery or subrogation against the Customer, but only to the extent of liabilities falling within NEOGOV indemnity obligations under this Agreement. Self -Insured Retentions — NEOGOV will be responsible for any deductibles to the extent of its indemnity obligations as found in this Agreement. v) Acceptability of Insurers — Insurance is to be placed with insurers authorized to conduct business in the state with current A.M. Best's rating of no less than A-:VII, unless otherwise acceptable to the Customer. vi) Claims Made Policies — If any of the required polices provide coverage on a claims -made basis: (1) A Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. (2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. (3) If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contact effective date, NEOGOV must purchase "extended reporting" coverage for a minimum of three (3) years after completion of contract work. vii) Verification of Coverage — NEDGOV shall famish the Customer with original Certificates of Insurance including all required amendato endorsements and a copy of the Dcclarations and Endorsement Page of the CGL polic listing all policy endorsements to the Customer before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the NEOGOV's obligation to provide them. 10 Doeusign Fnvelope ID: 4F711A08-6576-4765-8508-29AAF403F8AD OW P(bwerDMS Digital Management Software viii) 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 with mutual written agreement of NEOGOV IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized officers as of the date set forth below, and consent to the Agreement. Customer GovermentJobs.com, Inc. (DB/A/ NEOGOV), on behalf of itself and its subsidiaries PowerDMS, Inc., Cuehit, Inc., Ragnasoft LLC (DB/A/ PlanIT Schedule), and Design PD, Entity Name: See signature black below LLC (DB/A enc 36©) Signed by: Signature: 19 9Arm& Signature: ��-- Print Name: Print Name: Aaron Coleman Cop Date: Date: 6/5/2025 1 9:59:41 AM PDT ATTEST: CITY OF SA ARIA ennEfer L. al - Alvaro Nu ez City Clerk City Manager APPROVED AS TO FORM: SONIA R. CARVALHO RECOMMENDED FOR APPROVAL: City Attorney Andrea Garcia -Miller Lori Schnaider Assistant City Attorney Executive Director Human Resources 11 pr'Ov ZF. 12:55 Pm, 05 2025 Docusign Envelope ID: 4F711A08-6576-4765-B50B-29AAF403F8AD /'� \ / TM RbwerDMS NiF I i c n/ Digital Management Software 1 V l 1 //1 V A]EOdW'C—� Exhibit A Government Customer Addendum If Customer is a Government Customer, the following Government Customer Addendum ("Government Addendum") forms part of the Services Agreement, and in the case of any conflict or inconsistency between the terms and provisions of this Addendum and any other provision of the Services Agreement, the terms of this Government Addendum shall control. For purposes hereof, a "Government Customer" means a Customer which is a (a) U.S. Federal agency, (b) state government, agency, department, or political subdivision (including a city, county or municipal corporation), or (e) instrumentality of any of the foregoing (including a municipal hospital or municipal hospital district, police or fire department, public library, park district, state college or university, Indian tribal economic development organization, or port authority). 1. Applicability. The provisions of this Addendum shall apply only if Customer is a Government Customer under the Services Agreement. 2. Termination for Non -Appropriation of Funds on Multi -Year Deals. Customer represents that it has received sufficient appropriation of funds by the applicable legislature (or other appropriate governmental body) ("Governmental Appropriation") for the first year of the term of any Order Form executed by Customer (the "First Year' and all such years following the First Year which are included in the term of an Order Form, the "Future Years"). If Customer is subject to federal, state or local law which makes Customer's financial obligations under this Services Agreement contingent upon Governmental Appropriation, and if such funds are not forthcoming or are insufficient due to failure of such Governmental Appropriation, then Customer will have the right to terminate the then remaining portion of any Future Years under the Services Agreement at no additional cost and with no penalty by giving prior written notice documenting the lack of funding. Customer will provide at least thirty (30) days advance written notice of such termination. Customer will use reasonable efforts to ensure appropriated funds are available. It is expressly agreed that Customer shall not activate this non -appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis, which affects generally its fiscal operations. If Customer terminates the Services Agreement under this Section 2, Customer agrees not to replace the Services with functionally similar products or services for a period of one year after the termination of the Services Agreement. 3. Indemnification. If Customer is prohibited by federal, state or local law from agreeing to hold harmless or indemnify third parties, Section 14(a) and the indemnification provision included in Section 18 of the Services Agreement shall not apply to Customer, to the extent disallowed by applicable law. 4. Open Records. if the Customer is subject to federal or state public records laws, including laws styled as open records, freedom of information, or sunshine laws ("Open Records Laws") the confidentiality requirements of Section 12 of the Services Agreement apply only to the extent permitted by Open Records laws applicable to the Customer. This. Section is not intended to be a waiver of any of the provisions of the applicable Open Records Laws, including, without limitation, the requirement for the Customer to provide notice and opportunity for NEOGOV to assert an exception to disclosure requirements in accordance with the applicable Open Records laws. 5. Cooperative Purchasing. As permitted by law, it is understood and agreed by Customer and NEOGOV that any (i) 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 (iii) 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: (i) 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 Entities or any employee thereof under the agreement or for any payment required to be made with respect to such order; and (iii) 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 limit NEOGOV from soliciting, entering into, or continuing a contractual relationship with any New Entity, Any New Entity who purchases Services under this Section hereby represents that is has the authority to use this Services Agreement for the purchase and that the use of the Services Agreement for the purchase is not prohibited by law or procurement regulations applicable to the New Entity. 12 Docusign Envelope ID: 4F71 1 A08-6576-4765-B50B-29AAF403F8AD NEOGOV TM PUwerDMS Digital Management Software A NEGWV to W. Exhibit B Integration Terms Addendum NEOGOV offers integrations and platform APIs for integrations to third party systems ("Integration Services"), Customer may use only those Integration Services purchased or subscribed to as listed within the NEOGOV Order Form. The following terms (the "Integration Terms Addendum") shall apply to the extent that Customer utilizes a system integration between the Services and either: (a) an affiliated integrated service, including those found at ht s://a i.neo ov.com/connect/marke lace.htmT ("Affiliated APT") or to the extent that Customer utilizes a system integration between the Services and an unaffiliated third -party service ("Customer Application") integrated using NEOGOV's open API ("Open API"). Integration Services are not available for HRIS Services and this Exhibit B shall not apply to HRIS Services. Provision of Integrations. Subject to and conditioned on compliance with all terms and conditions set forth in this Agreement, NEOGOV hereby grants Customer a limited, revocable, non-exclusive, non -transferable, non-sublicensable license during the applicable Term to use and/or access the Affiliated APT as described in this Agreement, or the Open API for communication between Customer's human resource related third application(s) that will interoperate with NEOGOV Services (collectively these uses shall be referred to as the "API" or "Integration"). Customer acknowledges there are no implied licenses granted under this Agreement. NEOGOV reserves all rights that are not expressly granted. Customer may not use the API for any other purpose without our prior written consent. Customer may not share the API with any third party, must keep the API and all log -in information secure, and must use the API key as Customer sole means of accessing the API. 2. Integration Intellectual Pro e . All right, title, and interest in the API and any and all information, data, documents, materials, inventions, technologies, know-how, descriptions, requirements, plans, reports, works, intellectual property, software, hardware, systems, methods, processes, and inventions, customizations, enhancements, improvements and other modifications based on or derived from the API are and will remain, as appropriate, with NEOGOV. All right, title, and interest in and to the third -party materials, including all intellectual property rights therein, are and will remain with their respective third -party rights holders subject to the terms and conditions of the applicable third -party license agreements. Customer has no right or license with respect to any third -party materials except as expressly licensed under such third -party license agreements. Integration Terms of Use. Except as expressly authorized under this Agreement, you may not remove any proprietary notices from the API; use the APT in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rightor other right of any person, or that violates any applicable law; combine or integrate the APT with any software, technology, services, or materials not authorized by NEOGOV; design or permit Customer Application(s) to disable, override, or otherwise interfere with any NEOGOV-implemented communications to end users, consent screens, user settings, alerts, warning, or the like; use the API in any of Customer Applieation(s) to replicate or attempt to replace the user experience of the Services; or attempt to cloak or conceal Customer identity or the identity of Customer Application(s) when requesting authorization to use the API. 4. Customer Integration Responsibilities. Customer, Customer developed web or other software services or applications, and Customer third -party vendors that integrate with the API (collectively the "Customer Applications"), shall comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on htlps://4pi.neogov.com/connect/index.htrnl from time to time. In addition, Customer will not use the API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware,or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email (" spam" ), multi -level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities. 5. Cooperation. If applicable, Customer shall timely provide such cooperation, assistance, and information as NEOGOV reasonably requests to enable the APT. NEOGOV is not responsible or liable for any late delivery or delay or failure of performance caused in wholeor in part by Customer's delay in performing, or failure to perform, any of its obligations under this Agreement. NEOGOV will provide Customer maintenance and support services for API issues arising from the information technology designed, developed, and under then current control of NEOGOV. NEOGOV shall have no obligation to provide maintenance or support for issues arising from the inaction or action of Customer or third parties of which are outside NEOGOV control. 6. Provision of Open API. In the event license fees orother payments are not due in exchange for the right to use and access the Open API, you acknowledge and agree that this arrangement is made in consideration of the mutual covenants set forth 13 Docusign Envelope ID'. 4F711A08-6576-4765-B50B-29AAF403F8AD TM PUwerDMS NEOGOV Digital Management Software • NEacw a-wor in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein. Notwithstanding the foregoing, NEOGOV reserves the right to charge for access with effect from the start of each Renewal Term by giving Customer at least ninety (90) day notice prior to commencement of a Renewal Term. 7, API Key. In order to use and access the Open API, you must obtain an Open API key through the registration process. Customer agreesto monitor Customer Applications for any activity that violates applicable laws, rules and regulation, or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior. This Agreement does not entitle Customer to any support for the. Open API. You acknowledge that NEOGOV may update or modify the Open API from time to time and at our sole discretion and may require you to obtain and use the most recent version(s). You are required to make any such changes to Customer Applications that are required for integration as a result of such Update at Customer sole cost and expense. Updates may adversely affect how Customer Applications communicate with the Services. 8. Efficient Processing. You must use efficient programming, which will not cause an overwhelming number of requests to be made in too short a period of time, as -determined solely by NEOGOV. If this occurs, NEOGOV reserves the right to throttle your API connections, or suspend or terminate your access to the Open API. NEOGOV shall use reasonable efforts to provide Customer notice and reasonable time to cure prior to taking such actions. 9. Open API Limitations. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL NEOGOVBE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICTLIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE OPEN API; OR ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF FIFTY DOLLARS, EVEN IF NEOGOV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR NEOGOV WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. 10. Open API Termination. Notwithstanding the additional Termination rights herein, NEOGOV may immediately terminate or suspend Customer access to Open APIs in our sole discretion at any time and for any reason, with or without notice or cause. In addition, your Open API subscription will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. 14 Santa Ana City of (CA) NEOGOV AGREEMENT 06032025 -revised 6-5-25(2061042.1) (1) Final Audit Report Created: 2025-06-05 By: Jay Jenkins (Jenkins@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAAc-3xbLN5fmzooSyDTen7HY4NF7UUmDHZ SERVICES -CAO signed 2025-06-05 "Santa Ana City of (CA) NEOGOV SERVICES AGREEMENT 06 032025 -revised -CAC► signed 6-5-25(2061042.1) (1)" History r Q Document digitally presigned by Docu&gnl, Inc. (enterprisesupport@docusign.com) 2025-06-05 - 4:59:43 PM GMT Document created by Jay Jenkins Qjenkins@santa-ana.org) 2025-06-05 - 9:55:16 PM GMT 1y Document emailed to Lori Schnaider (LSchnaider@santa-ana.org) for signature 2025-06-05 - 9:55:45 PM GMT in Email viewed by Lori Schnaider (LSchnaider@santa-ana.org) 2025-06-05 - 9:55:52 PM GMT 6Q Document e-signed by Lori Schnaider (LSchnaider@Santa-ana.org) Signature Date: 2025-06-05 - 11:15:51 PM GMT -Time Source: server Agreement completed. 2025-06-05 - 11:15:51 PM GMT Adobe Acrobat Sign NEOGOV INVOICE Vendor Information 1 Contact: 2120 Park PI, Suite 100 El Segundo, CA 90245 Email: billin neo ov.net Phone: (310) 426-6304 EIN: 33-0888748 Need a W-9? Click here: W-9 PDF Customer Billing Information Breanna Lynch Santa Ana, City of (CA) 20 Civic Center Plaza Santa Ana, CA 92702 United States Invoice Details: Payment Instructions: P(DwerDMS eyNEOGOV Invoice Summary: Invoice No.: INV-136117 Invoice Date: 05-24-2025 Due Date: 07-23-2025 Payment Terms: Net 60 Purchase Order No.: Customer No.: A-641670 Customer Shipping Information Santa Ana, City of (CA) 20 Civic Center Plaza Santa Ana, CA 92702 USA SUBTOTAL ($USD) $82,777.61 Sales Tax $0.00 TOTAL $82,777.61 Payments $0.00 Credits $0,00 Balance Due ($USD) $82,777.61 Remit checks to: Remit electronic payments to; Credit card payments: Governmentjobs.com, Inc. Silicon Valley Bank Credit Card Payment Portal Link DEPT LA 25067 Name: Governmentjobs.com, Inc. Pasadena, CA 91185-5067 Account #:3302022848 Routing #: 121140399 Swift Code: SVBUS6SIBO By making the payment specified in this invoice, customer agrees that the terms and conditions of the agreement previously executed by the parties shall apply to this purchase, or if there is no prior agreement, the terms and conditions of the NEOGOV Services Agreement set forth in the quote previously provided to Customer shall apply. Any other terms and conditions provided by customer to NEOGOV in a purchase order or otherwise shall be deemed void. AC40RLP CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 07/07/2025 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 CONTACT Certificate Department Newfront Insurance Services, LLC A/CONNo, Ext : (415) 754-3635 FAX No): E-MAIL q ADDRESS: techcertre uest newfront.com 777 Mariners Island Blvd INSURER(S) AFFORDING COVERAGE NAIC# Suite 250 INSURERA: Berkley National Insurance Company 38911 San Mateo CA 94404 INSURED INSURER B : Riverport Insurance Company 36684 INSURERC: Steadfast Insurance Company 26387 Governmentjobs.com, Inc. INSURER D NEOGOV INSURER E 2120 Park PI, Suite 100 INSURER F : ElSegundo CA 90245 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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 TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DD POLICY EXP MM/DD LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE � OCCUR DAMAGE SES (E. occuTO rrDence)$ PREM 1,000,000 MED EXP (Any one person) $ 15,000 PERSONAL & ADV INJURY $ 1,000,000 A X X TCP7011473 09/25/2024 09/25/2025 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 3,000,000 %< POLICY D PRO � JECT LOC PRODUCTS - COMP/OPAGG $ 3,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) $ ANY AUTO B OWNED SCHEDULED AUTOS ONLY AUTOS X X TCA7011474 09/25/2024 09/25/2025 BODILY INJURY (Per accident) $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY rx PROPERTY DAMAGE Per accident $ $ OCCUR EACH OCCURRENCE $ $CLAIMS AGGREGATE $ HB -MADE TENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y OFFICE R/MEMBEREXCLU EXCLUDED?❑ (Mandatory in NH) N/A X TWC7011475 09/25/2024 09/25/2025 X PER OTH- STATUTE ER E.LEACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 Occurrence $5,000,000 C Technology including Cyber Liability (Claims -Ms -Made) EOC 6219893 - 05 09/25/2024 09/25/2025 A re ate Aggregate $5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / 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 and Auto Liability, but only to the extent required by written contract or written agreement. General Liability policy is Primary and Non -Contributory, but only to the extent required by written contract or agreement. Waiver of Subrogation applies to General Liability, Auto Liability and Workers Compensation, but only to the extent required by written contract or agreement. Tu Tran Digitally signed by Tu Tran Nguyen Date:2025.07.08 APPROVED Nguyen 08:22:55-0700' CERTIFICATE HOLDER CANCELLATION By Tu Tran Nguyen at 8:22 am, Jul 08, 2025 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZ ESENTATIVE 20 Civic Center Plaza Santa Ana, CA 92701 © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: TCP 7011473 - 17 COMMERCIAL GENERAL LIABILITY CG20261219 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): Per schedule on file with company, See Schedule, El Segundo, CA 90245 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. 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. 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; whichever is less. This endorsement shall not increase the applicable limits of insurance. CG 20 26 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER: TCP 7011473 - 17 COMMERCIAL GENERAL LIABILITY CG20101219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Or anization s : Locations Of Covered Operations where required by written contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. 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: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. 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. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 20 10 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 2 C. 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; whichever is less. This endorsement shall not increase the applicable limits of insurance. Page 2 of 2 © Insurance Services Office, Inc., 2018 CG 20 10 12 19 TCP 7011473 COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. CG 20 01 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 TCP 7011473 POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 24 04 10 93 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV — COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 10 93 Copyright, Insurance Services Office, Inc., 1992 Page 1 of 1 0 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 04 84 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any person or organization for which you have agreed to waive your rights of recovery in a written contract, provided such contract was executed prior to the date of loss. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 09/25/2024 Insured Governmentjobs.com, Inc. DBA NEOGOV Insurance Company: Berkley National Insurance Company Policy No. Endorsement No. TWC 7011475 18 Premium Countersigned by WC 00 03 13 04 84 © 1983 National Council on Compensation Insurance Page 1 of 1 TCA 7011474 COMMERCIAL AUTO ENHANCEMENT ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM The following provides a broad range of coverage in addition to that provided by the basic policy. In some instances a higher limit or broader coverage is available. Should the policy indicate broader coverage or higher limits than provided by this endorsement, the broader coverage or higher limits shall apply. SCHEDULE OF COVERAGES Coverage Limit/Deductible/ Included A. Blanket Additional Insured — Lessor When Required By Written Contract Included B. Employees As Insureds Included C. Fellow Employee Coverage Included D. Employee Hired Autos Included E. Extended Coverage Bail Bonds $3,000 F. Extended Coverage — Loss Of Earnings $500 G. Coverage Extension As A Consequence Of Theft Of An Auto Per Da $75 Maximum $2,500 H. Glass Deductible Included I. Rental Reimbursement Number of Days 45 Limit $1,500 J. Electronic Equipment Coverage $1,000 K. Unintentional Omission Or Disclosure Included L. Knowledge And Notice Of Occurrence Included M. Blanket Waiver Of Subrogation Included N. Blanket Loss Payable Clause Included A. BLANKET ADDITIONAL INSURED —LESSOR WHEN REQUIRED BY WRITTEN CONTRACT 1. Coverage A. Any "leased auto" will be considered a covered "auto" you own and not a covered "auto" you hire or borrow. B. For a "leased "auto", Who Is An Insured is changed to include as an "insured" any person or organization to whom you become obligated to include as an additional insured under this policy as a result of any written contract you enter into, excluding contracts for professional services, which require you to furnish insurance of the type provided by this policy for a "leased auto". However, the lessor is an "insured" only for "bodily injury" or "property damage" resulting from acts or omissions by: 1. You; 2. Any of your "employees" or agents; or 3. Any person, except the lessor or any "employee" or agent of the lessor, operating a "leased auto" with the permission of any of the above. CA 83 29 10 13 Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission COMMERCIAL AUTO ENHANCEMENT ENDORSEMENT C. The insurance afforded to these additional insureds applies any "leased auto": 1. During the policy period; and 2. Subsequent to the execution of the written contract or written agreement; and 3. Prior to the expiration of the period of time that the written contract requires such insurance be provided to the additional insured or when the lessor or his or her agent takes possession of the "leased auto", whichever occurs first. D. The insurance afforded to these additional insureds ends at the earliest of: 1. The expiration of the period of time that the written contract or written agreement requires such insurance to be provided to the additional insured; 2. The lessor or his or her agent takes possession of the "leased auto"; 3. The expiration date of this policy. E. In the event the limits of liability stated in the policy exceed the limits of liability required by the written contract or written agreement, the insurance provided by this endorsement shall be limited to the limits of liability required by the written contract or written agreement. This endorsement shall not increase the limits stated in C. Limits Of Insurance under SECTION II — COVERED AUTOS LIABILITY COVERAGE. 2. Loss Payable Clause A. We will pay, as interest may appear, you and the lessor of the "leased auto" for "loss" to a "leased auto". B. The insurance covers the interest of the lessor unless the "loss" results from fraudulent acts or omissions on your part. C. If we make any payment to the lessor, we will obtain his or her rights against any other party. 3. Cancellation A. Cancellation ends this agreement. B. The lessor is not liable for the payment of your premiums. 4. Definitions As used in this endorsement: "Leased auto" means an "auto" leased or rented to you, including any substitute, replacement or extra "auto" needed to meet seasonal or other needs, under a leasing or rental agreement that requires you to provide direct primary insurance for the lessor. B. EMPLOYEES AS INSUREDS The following is added to the SECTION II — COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Provision: CA 83 29 10 13 Page 2 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission COMMERCIAL AUTO ENHANCEMENT ENDORSEMENT Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. FELLOW EMPLOYEE COVERAGE The Fellow Employee Exclusion contained in SECTION II — COVERED AUTOS LIABILITY COVERAGE does not apply. This coverage is excess over any other collectable insurance. D. EMPLOYEE HIRED AUTOS 1. Changes in Liability Coverage The following is added to the Who Is An Insured Provision: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. 2. Changes in General Conditions Paragraph 5.b. of the Other Insurance Condition in the Business Auto Coverage Form, is replaced by the following: For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: a. Any covered "auto" you lease, hire, rent or borrow; and b. Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". E. EXTENDED COVERAGE — BAIL BONDS SECTION II — COVERED AUTOS LIABILITY COVERAGE, Paragraph A.2.a.(2) is deleted and replaced by the following: (2) We provide up to the limit shown in the Schedule of Coverages above, for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. F. EXTENDED COVERAGE — LOSS OF EARNINGS SECTION II — COVERED AUTOS LIABILITY COVERAGE, Paragraph A.2.a.(4) is deleted and replaced by the following: (4) We provide up to the limit shown in the Schedule of Coverages above, all reasonable expenses incurred by the "insured" at our request, including actual loss of earnings because of time off work. G. COVERAGE EXTENSION AS A CONSEQUENCE OF THEFT OF AN AUTO 4. Coverage Extensions, a. Transportation Expenses under SECTION III — PHYSICAL DAMAGE COVERAGE is deleted in its entirety and replaced by the following: CA 83 29 10 13 Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission COMMERCIAL AUTO ENHANCEMENT ENDORSEMENT a. Transportation Expenses We provide up to the limits shown in the Schedule of Coverages above, for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". H. GLASS DEDUCTIBLE 1. Under SECTION III — PHYSICAL DAMAGE COVERAGE, item D, Deductible is deleted in its entirety and replaced by the following: a. Deductible For each covered "auto" our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by the applicable deductible shown in the declarations. Any Comprehensive Coverage deductible shown in the Declarations does not apply to: 1. "Loss" caused by fire or lightning; or 2. "Loss" when you elect to patch or repair glass rather than replace. I. RENTAL REIMBURSEMENT COVERAGE 1. We will pay for rental reimbursement expenses incurred by you for the rental of an "auto" because of "loss" to a covered "auto". Payment applies in addition to the otherwise applicable amount of each coverage you have on a covered "auto". No deductibles apply to this coverage. 2. We will pay only for those expenses incurred during the policy period beginning 24 hours after the "loss" and ending, regardless of the policy's expiration, with the lesser of the following number of days: a. The number of days reasonably required to repair or replace the covered "auto". If "loss" is caused by theft, this number of days is added to the number of days it takes to locate the covered "auto" and return it to you. b. The number of days shown in the Schedule of Coverage above. 3. Our payment is limited to the lesser of the following amounts: a. Necessary and actual expenses incurred. b. The limit shown in the Schedule of Coverage above. 4. This coverage does not apply while there are spare or reserve "autos" available to you for your operations. 5. If "loss results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only the amount of your rental reimbursement expenses which is not already provided for under the PHYSICAL DAMAGE COVERAGE Coverage Extension. CA 83 29 10 13 Page 4 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission COMMERCIAL AUTO ENHANCEMENT ENDORSEMENT J. ELECTRONIC EQUIPMENT COVERAGE The following is added to Paragraph A.4. Coverage Extensions under SECTION III — PHYSICAL DAMAGE COVERAGE: Physical Damage Coverage on a covered "auto" also applies to "loss" to any electronic equipment that receives or transmits audio, visual or data signals and that is not designed solely for the reproduction of sound, subject to the following additional provisions: 1. This coverage applies only if the equipment is permanently installed in the covered "auto" at the time of the "loss" or the equipment is removable from a housing unit which is permanently installed in the covered "auto" at the time of the "loss", and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto". 2. Coverage also applies to antennas and other accessories necessary for the use of the electronic equipment described in paragraph C.1. above. However, this does not include tapes, records or discs. 3. The most we will pay for all "loss" to such audio, visual or data electronic equipment and any accessories used with that equipment as a result of any one "accident" is the lesser of: a. The actual cash value of the damaged or stolen electronic equipment and/or its accessories as of the time of the "loss"; b. The cost of repairing or replacing the damaged or stolen electronic equipment and/or it accessories with other equipment or accessories of like kind and quality; or c. The limit shown in the Schedule of Coverages above. The insurance afforded by this provision does not apply to any equipment for which Audio, Visual, and Data Electronic Coverage, or any similar or equivalent coverage, has been provided by a separate endorsement issued by us and made a part of this coverage part or policy. K. UNINTENTIONAL OMISSION OR DISCLOSURE The following is added to B. General Conditions, 2. Concealment, Misrepresentation or Fraud of SECTION IV — BUSINESS AUTO CONDITIONS: e. However, the unintentional omission of any information given or provided by you shall not prejudice your rights under this insurance. This provision does not affect our right to collect additional premium or to exercise our right of cancellation or non -renewal. This provision does not apply to any known injury or damage which is excluded under any other provision of this policy. L. KNOWLEDGE AND NOTICE OF OCCURRENCE Paragraph a. under A. Loss Conditions, 2. Duties In The Event of Accident, Claim, Suit Or Loss in SECTION IV — BUSINESS AUTO CONDITIONS is deleted in its entirety and replaced by the following: a. In the event of "accident", claim, "suit" or "loss", you must give us or our authorized representative prompt notice of the "accident" or "loss" including: (1) How, when and where the "accident" or "loss" occurred; CA 83 29 10 13 Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission COMMERCIAL AUTO ENHANCEMENT ENDORSEMENT (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons or witnesses. Your duty to give us or our authorized representative prompt notice of the "accident" or "loss" applies only when the "accident" or "loss" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A manager, if you are a limited liability company; or (4) An executive officer or the "employee" designated by you to give such notice, if you are an organization other than a partnership or limited liability company. M. BLANKET WAIVER OF SUBROGATION The following is added to A. Loss Conditions, 5. Transfer Of Rights Of Recovery Against Others To Us under SECTION IV — BUSINESS AUTO 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 "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by such contract. The waiver applies only to the person or organization in such contract. N. BLANKET LOSS PAYABLE CLAUSE 1. We will pay, as interest may appear, you and the loss payee for "loss" to a covered "auto" when the named insured is required by specific written contractual agreement to include such entity as a loss payee. 2. The insurance covers the interest of the loss payee unless the "loss" results from conversion, secretion or embezzlement on your part. 3. We may cancel the policy as allowed by the CANCELLATION Common Policy Condition. Cancellation ends this agreement as to the loss payee's interest. We are not required to provide notice of cancellation or non -renewal to any such loss payee. 4. If we make any payments to the loss payee, we will obtain his or her rights against any other party. THIS ENDORSEMENT MUST BE ATTACHED TO A CHANGE ENDORSEMENT WHEN ISSUED AFTER THE POLICY IS WRITTEN CA 83 29 10 13 Page 6 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission ,4C[»ro� CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 03/27/2026 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 CONTACT p NAME: Certificate Department PAC No EXt : (415) 754-3635 FAX No): Newfront Insurance Services, LLC E-MAIL ADDRESS: certs@newfront.com 777 Mariners Island Blvd INSURER(S) AFFORDING COVERAGE NAIC# Suite 250 INSURERA: Berkley National Insurance Company 38911 San Mateo CA 94404 INSURED INSURERB: Riverport Insurance Company 36684 INSURERC: Steadfast Insurance Company 26387 Governmentjobs.com, Inc. INSURER D NEOGOV INSURER E 2120 Park PI, Suite 100 INSURER F : ElSegundo CA 90245 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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 TYPE OF INSURANCE ADDL I SUBR POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DDIYYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE � OCCUR DAMAGE Tp PREM SESOEa occurrDence $ 1,000,000 MED EXP (Any one person) $ 15,000 PERSONAL & ADV INJURY $ 1,000,000 A X X TCP 7011473 - 18 09/25/2025 09/25/2026 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 3,000,000 %< POLICY PRO- 1:1 JECT E LOC PRODUCTS - COMP/OP AGG $ 3,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) $ ANY AUTO B OWNED SCHEDULED AUTOS ONLY AUTOS X X TCA7011474 - 18 09/25/2025 09/25/2026 BODILY INJURY (Per accident) $ XHIRED NON -OWNED PROPERTY DAMAGE Per accident $ AUTOS ONLY AUTOS ONLY X UMBRELLALIAB OCCUR EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 A EXCESS LIAB CLAIMS -MADE TCP 7011473 - 18 09/25/2025 09/25/2026 DED X RETENTION $ $ WORKERS COMPENSATION �/ PER OTH- AND EMPLOYERS' LIABILITY IN Y❑ /� STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 A ANYPROPRIETOR/PARTNERIEXECUTIVE OFFICER/MEMBER EXCLUDED? NIA X TWC7011475 - 19 09/25/2025 09/25/2026 E.L. DISEASE- EA EMPLOYEE $ 1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 Each Claim $5,000,000 Techincluding Cyber Liability C (Claims -Made) X EOC 6219893 - 06 09/25/2025 09/25/2026 Limit $5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) 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 and Auto Liability, but only to the extent required by written contract or written agreement. General Liability policy is Primary and Non -Contributory, but only to the extent required by written contract or agreement. Waiver of Subrogation applies to General Liability, Auto Liability, Workers Compensation and Cyber Liability, but only to the extent required by written contract or agreement. APPROVED By Tu Tran Nguyen at 8:21 am, Mar 30, 2026 L"=I:AIIa[hi'sINIIII:Lei 41Ia:� GANGtLLA I IUN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZ ESENTATIVE 20 Civic Center Plaza Santa Ana, CA 92701 © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Policy Number: TCA7011474 — 18 COMMERCIAL AUTOMOBILE CA 83 63 04 18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following form: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the policy, the provisions of this endorsement apply. This is a summary of the various additional coverages and coverage modifications provided by this endorsement. For complete details on specific coverages, consult the actual policy wording. SCHEDULE Coverage Limit of Insurance Who is an Insured - Employees, Partners, Members, Volunteers and Board Members Included Automatic Additional Insureds - By Contract and Primary and Non -Contributory Provision Included Leased Auto Coverage Included Owned Subsidiaries and Newly Acquired or Formed Organizations Included Supplementary Payments - Bail Bonds $5,000 Supplementary Payments - Loss of Earnings $1,000 - Per Day Fellow Employee Included Physical Damage Coverage Extensions - Towing $200 - Any Auto Physical Damage Coverage Extensions - Glass Breakage No Deductible Physical Damage Coverage Extensions - Transportation Expenses $100 - Per Day $3,000 - Maximum Hired Auto Physical Damage Coverage $100 - Per Day $3,000 - Maximum Total Theft of a Covered Auto $500 - Personal Items $1,000 - Reasonable Expenses to Return Stolen Auto Auto Loan / Lease Gap Protection Included Customization Coverage $2,000 Newly Acquired Owned Autos and Donated Autos Physical Damage Coverage $100,000 Rental Reimbursement Coverage $100 per day up to 30 days $500 for reasonable expenses to remove and replace your materials and equipment Accidental Discharge - Airbag Coverage Included Original Equipment Manufacturer OEM Part Replacement Included Multiple Deductibles Included CA 83 63 04 18 Includes copyrighted material of Insurance Services Page 1 of 6 Office, Inc., with its permission SCHEDULE (Continued) Coverage Limit of Insurance Notice and Knowledge of Occurrence - Duties in the Event of Accident, Claim, Suit or Loss Included Blanket Waiver of Subrogation By Written Contract Included Unintentional Errors And Omissions Included Mental Anguish Included A. WHO IS AN INSURED - EMPLOYEES, PARTNERS, MEMBERS, VOLUNTEERS AND BOARD MEMBERS The following is added to Section II - Covered Autos Liability Coverage, Paragraph A.1. Who Is An Insured: d. Any "employee", partner or member of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. e. Anyone volunteering services to you while using a covered "auto" you don't own, hire or borrow in activities necessary to your business. Anyone else who furnishes that "auto" is also an "insured". f. Board members (or their spouses) while renting a vehicle while on business for the named insured. B. AUTOMATIC ADDITIONAL INSUREDS BY CONTRACT AND PRIMARY AND NON-CONTRIBUTORY PROVISION 1. Section II - Covered Autos Liability Coverage, Paragraph A.1. Who is An Insured is amended to include as an Insured any person or organization whom you are required to add as an Additional Insured on this policy under a written contract or written agreement in effect on the date of the "accident"; and signed by all parties prior to the "accident." 2. This person or organization is an Additional Insured only to the extent you are liable for an "accident" caused, in whole or in part, by the use of a covered "auto" being driven by you or any "insured." However: a. The insurance afforded to such Additional Insured only applies to the extent permitted by law; and b. If coverage provided to the Additional Insured is required by a written contract or written agreement, the insurance afforded to such Additional Insured will not be broader than that which you are required by the written contract or written agreement to provide for such Additional Insured. 3. With respect to insurance provided to an Additional Insured the following provisions apply: a. This insurance is primary to and will not seek contribution from any other insurance available to an Additional Insured under your policy provided that: (1) The Additional Insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the Additional Insured. b. When a written contract or written agreement does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the Additional Insured is designated as a Named Insured. c. Regardless of the written contract or written agreement between you and an Additional Insured, this insurance is excess over any other insurance whether primary, excess, contingent or any other basis for which the Additional Insured has been added as an additional insured on other policies. d. If coverage provided to the additional insured is required by a written contract or written agreement, the most we will pay on behalf of the additional insured is the amount of insurance: (1) Required by the written contract or written agreement; or (2) Available under the applicable Limits of Insurance show in the Declarations; whichever is less. C. LEASED AUTO COVERAGE With respect to insurance provided to an Additional Insured who is a lessor of a "leased auto" the following provisions apply: 1. Section II - Covered Autos Liability Coverage, Paragraph A. Coverage is amended by adding the following: a. Any "leased auto" designated or described in the Schedule will be considered a covered "auto" you own and not covered "auto" you hire or borrow. Page 2 of 6 Includes copyrighted material of Insurance Services CA 83 63 04 18 Office, Inc., with its permission b. For a covered "auto" that is a "leased auto" Who Is An Insured is changed to include as an "Insured" the lessor. c. The coverages provided under this endorsement apply to any "leased auto" described in the Schedule until the expiration date shown in the Schedule, or when the lessor or his or her agent takes possession of the "leased auto," whichever occurs first. 2. Section IV - Business Auto Conditions, Paragraph A.4. Loss Payment - Physical Damage Coverages is amended by adding the following: a. We will pay, as interest may appear, you and the lessor for "loss" to a "leased auto." b. The insurance covers the interest of the lessor unless the "loss" results from fraudulent acts or omissions on your part. c. If we make any payment to the lessor, we will obtain his or her rights against any other party. 3. Section V - Definitions is amended by adding the following definition: "Leased auto" means any "auto" leased or rented to you including any substitute, replacement or extra "auto" needed to meet seasonal or other needs, under a leasing or rental agreement that requires you to provide direct primary insurance for the lessor. D. OWNED SUBSIDIARIES AND NEWLY ACQUIRED OR FORMED ORGANIZATIONS Section II - Covered Autos Liability Coverage, Paragraph A.1. Who Is An Insured is amended by adding the following: The following are "insureds": 1. Any subsidiary which is a legally incorporated entity of which you maintain ownership or majority interest on the effective date of this Coverage Form, except: a. Any subsidiary that is an insured under any other automobile liability policy. b. Any subsidiary which would be an insured under any other automobile liability policy but for the termination of such policy or exhaustion of such policy's Limits of Insurance. 2. Any organization you newly acquire or form, and in which you maintain ownership or majority interest, but only for the period beginning when you first maintained majority interest until the end of the policy period of this Coverage Form, or the next anniversary of the inception date of this Coverage From, whichever is earlier. However, the newly acquired or formed organization is not an "Insured": a. For "bodily injury" or "property damage" resulting from an "accident" that occurred before you acquired or formed the organization. b. If it is an insured under any other automobile liability policy or would be an insured under any other automobile liability policy but for the termination of such policy or exhaustion of such policy's Limits of Insurance. E. SUPPLEMENTARY PAYMENTS 1. Section II - Covered Autos Liability Coverage, Paragraph A.2.a.(2) is deleted and replaced with the following: (2) Up to $5,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. 2. Section II - Covered Autos Liability Coverage, Paragraph A.2.a.(4) is deleted and replaced with the following: (4) All reasonable expenses incurred by the "Insured" at our request, including actual loss of earnings up to $1,000 a day because of time off from work. F. FELLOW EMPLOYEE Section II - Covered Autos Liability Coverage, Paragraph B.5.b. is amended with the addition of the following: This exclusion does not apply to "bodily injury" resulting from the use of a covered "auto" you own or hire. This Coverage is excess over any other collectible insurance. G. PHYSICAL DAMAGE COVERAGE EXTENSIONS - TOWING Section III - Physical Damage Coverage, Paragraph A.2. Towing is deleted in its entirety and replaced with the following: 2. Towing We will pay up to $200 for towing and labor costs incurred each time a covered "auto" is disabled. However, the labor must be performed at the place of disablement. No deductible applies to this enhancement. CA 83 63 04 18 Includes copyrighted material of Insurance Services Page 3 of 6 Office, Inc., with its permission H. PHYSICAL DAMAGE COVERAGE EXTENSIONS - GLASS BREAKAGE Section III - Physical Damage Coverage, Paragraph A.3. Glass Breakage - Hitting a Bird or Animal - Falling Objects or Missiles is amended by adding the following: No deductible for covered "autos" applies to "loss" resulting from glass breakage. PHYSICAL DAMAGE COVERAGE EXTENSIONS - TRANSPORTATION EXPENSES Section III - Physical Damage Coverage, Paragraph AA.a. Transportation Expenses is deleted in its entirety and replaced with the following: a. Transportation Expenses We will pay up to $100 per day to a maximum of $3,000 for temporary transportation expense incurred by you because of "loss" to a covered "auto". We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred until the covered "auto" is returned to use or we pay for its "loss," regardless of the policy's expiration. We will pay under this Coverage Extension only that amount of Transportation Expenses which is not already provided under Paragraph O. Rental Reimbursement Coverage Extension of this endorsement. J. HIRED AUTO PHYSICAL DAMAGE COVERAGE Section III - Physical Damage Coverage, Paragraph A.4. Coverage Extensions is amended to add the following: Hired Auto Physical Damage Coverage If Comprehensive Coverage, Specified Causes of Loss or Collision Coverage is shown in the Declarations for any covered "auto", then the same type of Physical Damage Coverage is provided for any Hired Auto, subject to the following: 1. The most we will pay for any one "accident" or "loss" is the lesser of: a. The actual cash value of the covered "auto" at the time of the "loss"; or b. The actual cost to repair or replace such covered "auto" at the time of the "loss". 2. The Limit of Insurance as determined under Paragraph 1. above, will be reduced by any applicable Comprehensive or Collision deductible for each covered "auto". This deductible will be equal to the largest deductible applicable under any coverage for such covered "auto". No deductible applies to "loss" caused by fire or lightning. 3. The coverage provided by this Coverage Extension will be excess over any other collectible insurance. 4. Subject to Paragraphs 1., 2., and 3. above, we will provide the broadest coverage applicable to any covered "auto" shown in the Declarations. 5. For coverage provided under this coverage extension, the last sentence of Paragraph AA.b. of Section III - Physical Damage Coverage, is deleted and replaced with the following: However, the most we will pay for any expenses for loss of use is $100 per day, to a maximum of $3,000 per "accident" if loss of use results from an "accident" for which you are legally liable and the lessor incurs a financial loss. K. TOTAL THEFT OF A COVERED AUTO Section III - Physical Damage Coverage, Paragraph A.4. Coverage Extensions is amended to add the following: Total Theft of a Covered Auto In the event of the total theft of a covered "auto": 1. Coverage includes personal items in the covered "auto" at the time of loss up to a maximum of $500. No deductible applies to this coverage. 2. We will pay reasonable expenses for returning the stolen covered "auto" to you once it is recovered, up to a maximum of $1,000. No deductible applies to this coverage. L. AUTO LOAN / LEASE GAP PROTECTION Section III - Physical Damage Coverage, Paragraph A.4. Coverage Extensions is amended to add the following: In the event of a total "loss" of a covered "auto" shown in the Declarations for which Physical Damage Coverage is provided, we will provide coverage for any unpaid amount due on the lease or loan for such covered "auto", less the following: Page 4 of 6 Includes copyrighted material of Insurance Services CA 83 63 04 18 Office, Inc., with its permission 1. The amount paid under the Physical Damage Coverage Section of the Policy for that covered "auto"; and 2. Any: a. Overdue lease or loan payments at the time of the "loss"; b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; c. Security deposits not returned by the lessor; d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and e. Carry-over balances from previous loans or leases. M. CUSTOMIZATION COVERAGE Section III - Physical Damage Coverage, Paragraph A.4. Coverage Extensions is amended to add the following: 1. We will pay with respect to a covered "auto" for "loss" to automobile customization which includes special carpeting and insulation, height - extended roofs and custom murals, paintings, vinyl wraps or other details or graphics. 2. Our limit of liability for "loss" to automobile customizations in any one "loss" shall be the least of: a. The actual cash value of the stolen or damaged property; b. The amount necessary to repair or replace the property; or c. $2,000. This Coverage Extension does not apply to electronic equipment. N. NEWLY ACQUIRED OWNED AUTOS AND DONATED AUTOS PHYSICAL DAMAGE COVERAGE Section III - Physical Damage Coverage, Paragraph A.4. Coverage Extensions is amended to add the following: 1. If Comprehensive, Specified Causes of Loss, or Collision Coverage is provided by this Policy, the coverage is extended to apply to Physical Damage "loss" to your newly acquired owned "autos" and donated autos. We will provide the broadest coverage available to any covered "auto" shown in the Declarations. 2. The most we will pay for "loss" to a newly acquired "auto" or donated auto is the least of: a. The actual cash value of the damaged or stolen property as of the time the "loss," or your actual cost of purchase of the newly acquired "auto", whichever is more; b. The actual cost of: (1) Replacing the damaged or stolen property with other property of like kind and quality; or (2) Repairing the damaged property without deduction for depreciation; or C. $100,000. However, the most we will pay for all covered physical damage "loss" for newly acquired autos and donated autos occurring during the policy period shown on the Declarations is $100,000. 3. For each newly acquired "auto" our obligation to pay "loss" will be reduced by a deductible equal to the highest deductible applicable to any "auto" for that coverage. No deductible will be applied to "loss" caused by fire or lightning. 4. Coverage under this Extension, for newly acquired owned "autos" is afforded until you notify us to add the newly acquired owned vehicle to your auto schedule or until the end of the policy period, whichever is earlier. O. RENTAL REIMBURSEMENT COVERAGE EXTENSION Section III - Physical Damage Coverage, Paragraph A.4. Coverage Extensions is amended to add the following: 1. For those covered "autos" for which you carry Comprehensive or Specified Cause of Loss Coverage: a. We will pay up to $100 per day, for up to 30 days, for Rental Reimbursement Expenses incurred by you for the rental of an "auto" because of a "loss" to a covered "auto". b. We will pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your materials and equipment from the covered "auto". 2. We will pay under this coverage extension only that amount of your Rental Reimbursement Expenses which is not already provided under Paragraph I. Transportation Expenses of this endorsement. CA 83 63 04 18 Includes copyrighted material of Insurance Services Page 5 of 6 Office, Inc., with its permission P. ACCIDENTAL DISCHARGE - AIRBAG COVERAGE Section III - Physical Damage Coverage, Exclusion B.3.a. does not apply to "loss" due and confined to the accidental discharge of an airbag. No deductible applies to this coverage. Q. ORIGINAL EQUIPMENT MANUFACTURER (OEM) PART REPLACEMENT Section III - Physical Damage Coverage, Paragraph C.1. Limits of Insurance is amended to include the following: We will pay the cost to replace the damaged parts (excluding glass and mechanical parts) with new Original Equipment Manufacturer (OEM) replacement parts if the damage parts cannot be repaired. R. MULTIPLE DEDUCTIBLES Section III - Physical Damage Coverage, Paragraph D. Deductible is amended to add the following: When two or more covered "autos" sustain "loss" in a single incident, a single Physical Damage deductible will apply to the total "loss" for all covered "autos." That deductible will be the largest of all deductibles applying to any of the covered "autos" involved in the single incident. S. NOTICE AND KNOWLEDGE OF OCCURRENCE - DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 1. Section IV - Business Auto Conditions, Paragraph A.2.a. is deleted and replaced with the following: a. In the event of "accident," claim, "suit" or "loss," you must give us or our authorized representative notice as soon as practicable of the "accident" or "loss" after the "accident" or "loss" is known to you (if you are an individual), one of your partners (if you are a partnership), or one of your officers or any personnel responsible for insurance, risk management, or loss prevention (if you are a corporation). Notice shall include: (1) How, when and where the "accident" or "loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. 2. Section IV - Business Auto Conditions, Paragraph A.2.b(2) is deleted and replaced with the following: (2) As soon as practicable send us copies of any request, demand, order, notice, summons or legal paper received concerning the claim or "suit" after the claim or "suit" is known to you (if you are an individual), one of your partners (if you are a partnership), or one of your officers or any personnel responsible for insurance, risk management, or loss prevention (if you are a corporation). T. BLANKET WAIVER OF SUBROGATION BY WRITTEN CONTRACT Section IV - Business Auto Conditions, Paragraph A.S. is amended to add the following: However, we waive any right of recovery we may have against any person or organization to the extent required of you by a written contract or written agreement signed by all parties prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such written contract or written agreement. The waiver applies only to the person or organization designated in such written contract or written agreement. U. UNINTENTIONAL ERRORS AND OMISSIONS Section IV - Business Auto Conditions, Paragraph B.2. is amended to add the following: However, if you should unintentionally mispresent or conceal information to us at any time, we will not deny coverage under this policy based on this unintentional error or omission. This provision does not affect our right to cancel or non -renew your coverage or collect additional premium for any added exposures. V. MENTAL ANGUISH Section V - Definitions, Definition C. "Bodily Injury" is deleted and replaced by the following: "Bodily Injury" means physical injury, sickness or disease sustained by a person including death resulting from any of these. "Bodily Injury" also means mental injury, mental anguish, humiliation or shock if directly resulting from physical injury, sickness or disease to that person. Page 6 of 6 Includes copyrighted material of Insurance Services CA 83 63 04 18 Office, Inc., with its permission WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 04 84 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any person or organization for which you have agreed to waive your rights of recovery in a written contract, provided such contract was executed prior to the date of loss. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 09/25/2025 Insured Govern mentjobs.com, Inc. DBA NEOGOV Insurance Company: Berkley National Insurance Company Policy No. Endorsement No. TWC7011475 — 19 Premium Countersigned by WC 00 03 13 04 84 © 1983 National Council on Compensation Insurance Page 1 of 1 TCP 7011473 - 18 COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. CG 20 01 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 TCP 7011473 POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 24 04 10 93 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV — COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 0410 93 Copyright, Insurance Services Office, Inc., 1992 Page 1 of 1 0 Policy No.: TCP 7011473 - 18 COMMERCIAL GENERAL LIABILITY CG20101219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Or anization s : Locations Of Covered Operations where required by written contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. 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: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. 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. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 20 10 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 2 C. 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; whichever is less. This endorsement shall not increase the applicable limits of insurance. Page 2 of 2 © Insurance Services Office, Inc., 2018 CG 20 10 12 19 Policy Number: TCP 7011473 - 18 COMMERCIAL GENERAL LIABILITY CG20261219 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): Per schedule on file with company, See Schedule, El Segundo, CA 90245 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. 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. 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; whichever is less. This endorsement shall not increase the applicable limits of insurance. CG 20 26 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 Such written Application for coverage shall be construed as a separate Application by each of the Insured Persons. No statement in the Application or knowledge possessed by any Insured Person shall be imputed to any other Insured Person for the purpose of determining if coverage is available. Only the statements in the Application made by and knowledge possessed by any of your Executive Officers or any person serving in a functionally equivalent position for you, shall be imputed to all Insureds for the purpose of determining if coverage is available for any Insured. However, in the event that such written Application contains misrepresentations or omissions made with the intent to deceive or which materially affect either the acceptance of the risk or the hazard assumed by us under the Policy, then coverage shall be void ab initio as to: a. any Insured Person who knew of such misrepresentations or omissions (whether or not such individual knew such Application contained such misrepresentations or omissions); or b. any Insured if any Executive Officer or signor of the Application knew of such misrepresentations or omissions. L. Subrogation In the event of any payment under this Policy, we shall be subrogated to all the Insureds' rights of recovery against any person or organization and the Insureds shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The Insureds shall do nothing to prejudice such rights. We shall not exercise any such rights against any persons, firms or corporations included in the definition of Insured or against the Insured's clients if, prior to the Claim, the Insured contractually entered into a legally enforceable waiver of subrogation. Any recovery obtained through subrogation, after expenses incurred in such subrogation are deducted by the party bearing the expense, shall be applied proportionately to the Insured and the Named Insured based on the actual payments made as a result of judgment, settlement or defense of a Claim. M. Territory and Valuation Coverage under this Policy shall extend to Claims made, Wrongful Acts or Events taking place, and Loss incurred anywhere in the world, where permitted by applicable law. All premiums, Limits of Liability, Self -Insured Retentions, Loss, Defense Costs and any other amounts under this Policy are expressed and payable in the currency of the United States of America. If judgment is rendered, settlement is denominated or another element of Loss under this Policy is stated in a currency other than United States dollars, payment under this Policy shall be made in United States dollars at the rate of exchange published in The Wall Street Journal on the date the final judgment is reached, the amount of the settlement is agreed upon, or the other element of Loss is due, respectively, or, if not published on such date, the next date of publication of The Wall Street Journal. U-ZPRO-400-B CW (05/18) Page 19 of 19