HomeMy WebLinkAbout2022 ContractExhibit A N E O G O V
Order Form
NEOGOV Customer.
Govemmentjobs.com, Inc. (dba'NEOGOV') Sebastian, City of (FL)
2120 Park PI, Suite 100 1225 Main Street
El Segundo, CA 90245 Sebastian, FL 32958
United States USA
billing@neogov.00m
Sales Rep: Add] Gentle
Quote Valid From: 4/22/2022 Quote Number: Q-04914
Quote Valid To: 6/17/2022 PaymenlTenns: Annual,Net 30
Employee Count: 149
Order Summary
Service Description Start Data End Data Term Price
insight Subscription $2,885.50
Govemmentjobs.com Subscription $953.00
Candidate Text Messaging Subscription $288.50
Year 1 TOTAL: $4,127.00
Year2
Service Description Start Date End Date Tom Price
Insight Subscription $5,771.00 1
Govemmentlobs.com Subscription $1.906.00
Candidate Text Messaging Subscription $577.00
Year 2 TOTAL• $8,264.00
Years
Service Description Start Date I End Date Tenn Price
Insight Setup I 52,400 001
Year 1 TOTAL: $2,400.001
ORDER TOTAL: ` $14,781.00
9 W- --W IWO 40
A. Terms and Conditions
1. Agreement. This Ordering Document and the Services purchased herein are expressly conditioned
upon the acceptance by Customer of the terms of the NEOGOV Services Agreement attached
hereto as Appendix 1 and City of Sebastian additional terms and conditions attached hereto as
Appendix 2. Unless otherwise stated, all capitalized terms used but not defined in this Order Form
shall have the meanings given to them In the NEOGOV Services Agreement,
2. Effectiveness & Modificatton. Neither Customer nor NEOGOV will be bound by this Ordering
Document unfit it has been signed by its authorized representative (the "Effective Date"). Unless
otherwise stated in this Ordering Document, all SsaS Subscriptions shall commence on the
Effective Date. This Ordering Document may not be modified or amended except through a written
Instrument signed by the parties.
3. Summary of Fees. Listed above Is a summary of Fees under this Order. Once placed, your order
shall be non -cancelable and the sums paid nonrefundable, except as provided in the Agreement.
4. Order of Precedence. This Ordering Document shall take precedence in the event of direct conflict
with the Services Agreement, applicable Schedules, and Service Specifications.
B. Special Conditions (if any).
1. Initial Term: 24 Months
2. Notwithstanding any provision to the contrary in the Agreement, Exhibit B, pages 11 and 12 of
the Agreement (PowerEngage Platform Addendum) and Exhibit C, pages 13 through 17 of the
Agreement (HRIS Addendum), shall not apply to the Subscriptions under this Order Form.
"Sebastian, City of
(FL)"
NEOGOV
Signature: Signature: / �7
Print Name: n Print Name: Ana A
lfaro
Date: Date: 06/22/2022
NEOGOV
Appvd x 1
SERVICES AOREEAffiJT
V032M
P(DwerDMS
Dlgltd Management Software
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You agree that by placing m order through a NEOGOV standard anderivg document entitled an "Order Farm", "Smite Order,"
m"SOw (Marb, m"Orda Fomt"fat purposes ofthis Agreement) yearlings m follow and be bawd by betmm, and canditiaea
set forth found . "Govervmerjoba nom", "NEOGOV",'tve", and "our' moms Govcmmcmjobacom, I= (DB/A/ NEOGOV), for
and an behalf of itself and its subsidiaries PowcrDMS. Inc.. Luehlt Inc., Raparafl ILC (DB/A/ Man Schad l.), and Design
PD. LIZ (DB/A Agm y360) (wDectively, "NEOWV" red, where applicable, its wher atfiliama; "Custumm",'you",'yore
means the NEOGOV client customs, m subscriber identified in the Order Farm).
Ifyou me placing an order an behalfofs legal entity, you represent that you have the aulhmity to bind such entity to the terms sod
eom iEooa ofthe Order Form and these tame end. in such evark yen" and 'yur" see used in thew r,mancnt terms shall referto
such entity. "Ageemem" shall be used W collectively refer W this NEOGOV Services Agreement (the "Smices Agroem arr or
the "Agreement', documents mcorpommd herein including the applicable Order Foes, Exhibits, Schedule(s), and Spatial
Conditions (if any). "Special Conditions" meats individually negotiated variations, smeodmeNa sa W/ additions W this Service
Agreement ofwhich sat either drefled, or incorporated by reference, into the Omer Form.
1. Provision of Services. Subject W the tame oftbis Agreement NEOGOV hereby agrees to provide Customer with names toit,
SaaS AAppfiations and Professional Services (craft defined below) included m calmed by Customer in the applicable Order
Form (collectively referred to as the "Serviced). Lu mnmr hereby acknowledges and agrees that NEOGOV', provision end
pMorvuhme of, and Customer's. to, the Savior is dependent and conditioned upon Customer's full performance of its
duties, obligations and responsibilities hereunder. This Agreement entered into u of the lam of your signanue an m applicable
Order Form or mat of the Services comet m (thee "Effective Date"). The Agreement supersedes any prior and
conlemp0laneans discussions, agreements or reprearntsfiou end watrmdn.
2. San$ Subscai htiov.
a) SubscriptionGmeL"SuSApplimtiou"meat mhpmprietmy NEOGOVmb-buedsottwzre-u-a-eemceapplicrtim
that may be ad forth on an Order Farm and subsequently made available by NEOGOV W Customer, and associated
entrapment are described in my written service specification made available W Customer by NEOGOV (the "Smite
Sperifiathen). Subject to and conditioned on Customer's and its Authorized Users' compliance with the term and
conditions ¢£this Agreement NEOGOV hereby grams to Customs Wilted, ern-emWeive, ern-tranafmable, and non-
subuceueble right W (a) onboard, access and use, and to permitAmhorired U. W ouoad, access and use, the SuS
Applications specified in the Order Form solely for Customer's imemal, non-cmmercial purposes; (b) generate, print,
and download Customer Den as may result from any access to move ofthe SuS Applications; and (c) train Authorized
Users in user of the SMS Applications pernmorl heremder (these rights shall coEmWely be tattered to u the "Sus
Subscripfion'). "Authorized Users" meets (i) Customer employees, agents, contractors, consultants ("PareonneP) who
are submitted by Commuter W access lid we the Serviw under the rights granted W Customer pmvuot to this Services
Agreement and (u) fat whom access to We Services has been purchased here race. You may act access the SuS
Applications if you ere a direct competitor of NEOGOV or its affiliates. In addi ion, you may, ram access the SuS
Applications fat purposes oftemitaring their availability, pmfamhena, or functionality, or for my other bmchmzddog
m competitivepmpoees. Yen shall bereapenerble for each Audmized User's attars to and use ofthe S®S Applications
and compliance with applicable corms and conditions of this Agreement.
b) Subscription Term Unless otherwise specified inan applicable Omm Farm, SnS Subscriptions shall commerce on the
Effective Derr and cousin in effect for twelve (12) consecutive months, alms to rninated eerliain accordance with this
Agreement (the'Im6al Term'). Thereafter, SmS Subscriptions shall automatically renew fat successive twelve (12)
mouth teeou (ache "Renewal Tam" andmgetherwilb thelnlial Teats, callmtively, the'Tem")ulmeapany deliver,
W the other party, at leut thirty (30) days prim to the apinuma of the Initial Teats or the applicable Renewed Tessa,
written name ofmh party's intention to ram mew this Agreement, or unless terummed emus in accordance with this
Agreement The Tares fat the Services is a commerce and non -divisible commiuent for the fail duration regardless of
My invoice schedule. The purchase ofmy Service is operate from any other under for nary mum Service. Customer may
purchase cmmm Services independently of other Services. Yom obligation to pay fat my Service is am contingent an
peefomhmm ofmy, other Service or delivery ofmy other Service.
3. CWmmm R err emd'bilitim. Customer will not, and will epmue its Authorized Users do rot (a) make any of the Smicm
available to anyone other thin Authonzed Users or use soy Service fat the benefit of anyone other Than Customer and its
AnWmined Users, unless otherwise agreed W writing by the pales, (b) ell, maH, Rcense, sublicense, distribute, make
..&his, cent or leue any ofthe Services, or include my of the Services in a orrice brown or numencing offering. onleu
NEOGOV'"
PowerDMS
Digital Managenmt Software
otherwise agrad in writing by the parties, (c) use the Services to store or transmit infringing, Melons, or otherwise unlawful
or mrtious material, or to aims a transmit material m violation of the privacy rights, publicity righta, copyright rights, or other
rights of any person or entity, (d) one the Services to store or transmit code, film, mripts, agents or programs intended to do
hero, including, for example, viruses, worms, fine bombs and Trojan homes, (a) interim with or disrupt the integrity or
performance of the Services (including, without limitation, activities such as security personation tests, stress testa, and
spamming activity), (O atumpt to gain unauthorised==a to the Services or its related "ems or networks, (g) disuamble,
mv,sm cogioar, or decampile the Services, or modify, copy, or create derivative works based on the Services or any pan,
immune, function or user interface thereof, (h) remove the copyright, trademark, or any other proprietary rights or untied
included within NEOGOV Intellectual property and on and in my documentation or training materials, or (I) we the Serving
I. a mama which violams the mane oftbis Agreement, my Order Form or my applicable laws.
4. Professional Services. "Professional Services" shall mean consulting• training serviced purchased by Customer in an
applicable Order Form or detailed in a NEOGOV Scope of Wok (SOW) slating to s nistatam, training, deployment, urge,
cuslomi.m., esceamry debt processing, and bat prove. ofmd rumani.g the SUS Applicmiow. Pralmdored Services
may be ordered by Consumer pmauant to a SOW and Service Specifications describing the work to be performed, fees, and
my applicable scimitars, depmdcocies, and other tacMial specifications or rebound information. Orden Fortin or SOW,
mum be signed by Customer hot= NEOGOV shall commence work. If Customer dam not someone a separate SOW, the
Servimn shall be provided a stated w the Order Farm and this Apettnmt and donmunb inwryorted basin shall comel.
All Prof sional Services purchased by Cusomer must be ur timd within twelve (12) months of the date of the applicable
Order Form m SOW.
a) Fees. Unless otherwise dated In an Order Forts, Cmmmer shell pay W Subscription, Onboatdhg and Set -Up fees
("Subscription Face) and Professional Service fen CPmfessiowl Service Fees", colletively the "Feel within thirty
(30) days ofCuummer's receipt ofNEOGOV's invoice. Fed shell be invoiced mentally in advance and la a single invest.
for such Tom. Invoices shell be delivered to the sated "Big To" party on the Older Form. Unless explicitly provided
otherwise, ma placed the Order puma is non<enceftable and an --paid nonmfimdoble. Any invoiced mount that is not
mccived by NEOGOV when due U ad forth in an Orden Form will be subject to a late payment fee of 1.5%par month
or the maximum ram pennifted by law, whichever is Iowa. If my raccoon owing by Customer is coos than 30 days
overdue, NEOGOV may, without limiting its other rights and menedim, aspcnd the Services mail sump anoints me paid
in full. Subscription Fas sum baud upon the Authorized User count unless otherwise stated in an Omer Form and
Cumomdshall owc NEOGOV supplemental Subscription patent the extra Custom"exceeds thentmtberofAuthorbN
Usaasnforthinthe OrderForm. Exceptes othetwisespceificallysatedm the Order Fmm,NE000V may change the
charges for the Services with died from the and ofeech Renewal Term by providing Customer with a new Order -Ford
at lout thirty (30) day notice prior to commencemM of a Renewal T., The new Order Form shall be deemed a be
effective if Coverer (a) returns the executed Order Fom to NEOGOV, (b) remits payment to NEOGOV of the fees sa
forth in the invoice referencing the Order Form, or (c) the Customer or my of its Authorized Users access or tau the
Services after the expiation of the previous Term.
b) axd. Customer will pay all toes, duties and I.A. imposed by all federal, sate, and local authorities (including,
without lim)tation, export, ales, use, excise, and value added hours) based on the mwaetiaw or payments mder this
Agreement, except thaw tome imposed or bum on NEOGOV', tat income or those exempt by applicable state law.
Contractor shell provide NEOGOV with a certificate or other evidence of such exemption within ten (10) days of
NEOGOV's carload theufar.
c) (]um ma purchase Ordaa. Except as otherwise specified in an Order Fesm, Customer will not require my purchase
order to pay fed than or otherwise to perform its oblip,tiom with respect to any Ord" Fom. Any reference to a purchase
order in m Order Ford or any mandated invoice it alely for Customer's convenience in record kcvpin& and no such
mferemce or any delivery of services to Crammer following receipt of my purchase order shall be domed m
acknowledgement of or an agreement to my terms or coval tiow referenced or included in my such purchase order. If a
purchase order is delivered by Customer in comedian with the purchase of Services, none ofthe temp and conditions
contained in such purchase order shall modify or unfenced. the term and conditions of this Agreement. NEOGOV',
failure to object to tom conhinm in my such purchase ordershall not be a waiverafthe arms sal Such in this provision
or in this Agreement.
6. Termand Termination.
a) T= Unless otherwise specified in an applicable Order Fom, this Agreements shall commence on the Effective Date.
This Agreement shall remain in effect until all SaaS Subscriptions; have expired andfor both panes hove achieved full
NEOGOV"
Pe)werDMS
Digital Management Software
.,m.a w a
performance of Professional Service or other service dcWlcd in a SOW, ndilm it is terminated ember in accordance
with this Agreement.
fg�iy8(jgyrpJCeum�ofTenninadion. Either Parry may tedm'n"rn Ibis Agrecmml immediately drive other is in
matonal btmch I'dris Agreement and such breach is not ended within [Way (30) days following mn.bre hivg Perry's
written specification ofthe breach. NEOGOV may suspend the Services or lammme this Agreement mma distely in the
evem the Services or Customers use ofthe Services provided heemder pose a secndfly risk to the Services, NEOGOV
ormy third party, or become illegal or contrary to say applicable law, role, regulation, or public policy. Upon expiration
or any termination of this Agreement. Consumer shell came All use and refrain from all further vas of the Services ad
otherNEOGOV mttllemud Property. Additionally, Customer shell heobligatedto pay, uofthe effective doe ofmch
expiration" termination, all moment due and unpaid to NEOGOV under this AgramnaL Unless otherwise spelled,
of= expha6on or termination of this Agreement NEOGOV may remove Customer Dena from NEOGOV Services and
without Customer ram nt or nod".
7. Audit P.ig tt. Upon reasonable oafce, NEOGOV or its agent shall have the right to audit Costumes records misting to its
compliance with this Agreement. Cuammer shml cooperate fully with this audit If any andit contacted under thisSection
indicates then any wagon due to NEOCOV was underpaid, Cum. shall within three (3) be- days pay to NEOGOV
theamomn due. All expenses associated with any such audit a1Wl bepaid byNEOGOV umlm theauditmeabmderpaymml
in pass of five peroem (5%), in which nee Cumma sbdl pay s"h expenses es wag u any amount due w NEOGOV.
8. Meintmmme:Modifinfim:Sunnmt Service.
a) Ma"ee. Undsus. Un aarfgs, NEOGOV mains ice NEOGOVS hardware and software infrastructure for the
Seances and fs responsible �or mainWdng the NEOGOV serves operation and NEOGOV database security. NEOGOV
may in its wit discretion. periodically modify, Update, and Upgrade the features, cemponmm, and functionality ofthe
Services during the Tema. "Update" names my update, bug fen, patch or correction of the Service or underlying
NEOGOV wfiwwc that NEOOOV maker generally avmlable to its monomers of the same module, excluding Upgmdce.
Updates am automatic and evaflable upon Customers most login to the Services following an Update at an additional
tort to Customer. "Upgrade" mama any update of the Services or underlying NEOGOV sogwme such as platform
updatM and major product enhancements and/or new futures that NEOGOV makes commercially available. NEOGOV
"I have m obligation to provide Upgrade, to cumomets and remora the right to offer Upgmdea free of cog or our a per
customer basis at additional mat NEOGOV shall have no liability for, a any obligations to, mvewnmts in, or
modifications to Cutamses hardware, systems or other sofrwam which may be necessary to use or access the Services
den to a modification, Update, or Upgrade of the Service.
b) Pro rum Docmnenmpon; Training Madrids. "Frogman Docmentation" shall moon all user guides, gaining, and
Implementation material, and Service dewriptima provided by NEOGOV to Customer in connection with the Services.
NEOGOV hereby gnarls to Customer a non.excluive, um-eublioeosable, non -transferable license to use, print, end
distribute internally via non-public platforms, the Program Documentation during the Tenn solely for Curmanses internal
business purposes in cremation with its use ofthe Services. Primary training ofNEOGOV Services is conducted by wit -
review ofonline materials. NEOOOV's prebuilt, online training consists ofa series ofm orielsto introduce the standard
feature and functions (the "7Tef rf rg Materide'l. The Training Materials may be used as reference material by Customer
Personnel conducting day -today activfdes.
c) Ina rlmmtadon. For Servlcas requiring implmentatiou NEOGOV implementation supplement; the Training Materials
and is conducted off -die unless otherwise agreed in the Order Farm. NEOGOV personnel wID provide couultmon on
bat practices for setting tap the Services, answer Customer question during the implementation period, and use
commercially reasonable efforts to enmm Authorired User Admms group the symem. The length ofthe implementation
time is denesdmt on the ter" of Service and the Costmer's maonrivenm. NEOGOV is on responsible or liable for
any ceay or can. m pemmm tmpmmeoanon caus.m'. wnme urn pen py.aaramer. acay mpmormmg n pa
hereunder and in the event of any such delay, NEOGOV may, in ifs sole discretion, extend oil performmet
NEOGOV deems reasomebly necessary.
d) Su000 ti Phone support for the Service is available to Cludoma Monday through Friday, excludmg NEOGOV holidays.
Comments my submit a decided for online support for the Services 24 hunts a day, seven days a week, and the NEOGOV
support dak will acknowledge mocipt of the requem within a reasonable time. The length oftime for a resolution ofmy
problem is dependent on the type of...
e) Limitations. Under; otherwise specified in the Order Form, this Agteemeot does not obEgate NEOGOV to renderany
melntoeaece or support setvfca that are not expressly provided hemia, iaclud'in& butmt limitedto data uploads, merged
N EOGOV °'
P(bwerDMS
Digital Management Software
data entry, migration swices, data conversion, refinement purification, reformatting, SQL dump, or prows
con 11.6m.
y�'11CAV intellectual Pron. NEOGOV shall exclusively own all might, title and interest in and to all preexisting and
fltave m vOlectuelpropertyeleveloped or delivered by NEOGOV including all Servicre,produers, tyamems, software (iacludmg
any soocce cede or object code) or Service Specifmcafions related Iherem, Updatm m Upgmdes, trademarks, service marks,
Initial and other diaboctive brand fnturn of NEOGOV and all proprietary rights embodied iherem (collectively, We
"NEOGOV Intellect Properly'). rail Agreement does rat convey or transfer title or ownership of the NEOGOV
Intellectual Property to Consumer or any of its users. All rights not expressly granted licumn are reserved by NEOGOV. Other
than recommendation use or a requhrd by law, all wee ofNEOGOV tradnvrks must be jt a pproved by NEOGOV prior to
use. Tredemmks shall include my word, came, symbol, color, designation or device, ornery combination themofthat functions
as a mama identifier, imitating my wadcmark, wade dress, service mttk, trade name, logo, design mark, or domain Dame,
.had. car ram registered.
a) CWlomtt Dam.' VWtomer Dem" ,)" me® ell date ibm is owned or developed by Cuaomer, wbethtt provided m
NEOGOV by Catama mpovided by a thtd Iwty te NEGGOV m conoectionwithNEOGOV's proviaioo of Scrvias
m Customer. including Plummet dear collected, loaded into, or located in Qutemer dale film maimmad by NEOGOV.
NEOGOV Intellectual property, including but not limited to the Smiw and all derivative works Wermf, NEOGOV
Cmfideoual Infatuation and Platform Dam do nes fall wants the mewing of the term "Customer Data Customer
scclmively owns all right, title, and interest in card to all Customer Data. Costomer, gain NEOGOV a lit. to beet
ua, prows, display, ante non -personal derivative works of, and baw,mit Customer Data in provide the Services.
NP.000V reserves the right in doles or disable Customer Data stored, tlmmined orpublished by Consume using the
Service upon receipt of a time fide notification this such content infringe, upon the intellectual Property Rights of
other; or ifNEGGOV otherwise reasonably believes my such content is in violation ofthis Agreement.
b) Platform Date. "Platform Data" dull men any monymized data reflating the access or use of the Sam= by oron
behalfofCw mein my uses, including statistical or other analysis informationlysis and perforninfoation related to the provuice
and operation ofthe Smicn including my and user visit, section, impression, elicktiuough or click stream data, a well
as log, device, Iranvctim date, or other analysis, information, or dam blind on or derived from my of the foregoing.
NEOGOV ,ball intensively awn erg right, title and interest in and m all Platform Dam. Caaomer acknowledges
NEOGOV may compile Platform Dam based on Customer Date input into the Services. Customeragmes thil NEOGOV
may use Platform Dam to the aunt sod in the mamma permitted under applicable raw.
c) Den Proccairfv. py[timme To the extort Customer uses the Servicesm target and collect personal information from
wars locatedind c Lumpen Union, Eumpean Economic Area, or Switsuland (the "EU') in the United Kingdom
C'UK'j, or has Authorized Users meeaiog the Smices form the EU orM the following NEOGOV Dam Processing
Addendum ("DPA'j is incorporated bertio by cif lance:
hirsalwww ncogov.coon/Imbfsllcaa@620DncumcnlslCuplgmgP/20Ram%20Praessipy%?UA_ddandpmosiguc�f
d) Datalto waibilit] .
i) NEOGOV will maintain edmimmaive, physical, and technical safeguards for protection of the security,
confidentiality and lumpily of the Customer Dale. Those safeguards will include, but will list be limited to,
..rare for preventing aaea, use, modification or die imm of Customer Dam by NEOGOV pewnnel except
(a) to provide the Smiw 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
wsonable for NEOGOV to rely upon the security processes and messurca utilized by NEOGOV's cloud
infrastructure provides.
ii) Customer is solely impossible fro the development, coolant operation, maintenance, and use of Customer Dam.
NEOGOV will have no responsibility or liability for the accuracy of the Custi morDam prior m receipt ofmch dam
into the Smioe. Customer shall be witty responsible for and shall comply with all applicable laws and regulations
minting to (s) the attorney sod compWmea of all information mput submincQ or upleaded to the Smviw, (u)
the privacy of men of the Smiw, including, without fimihnion, providing appropriate notices m and obtaining
appropriate consents from any individuals to whom Customer Data relates; and (ii) the collection, use, modification,
alteratmn, extraction, retention, copying, external storage, disclosure, bacilli, disposal, call other processing army
Customer Dam. NEOGOV is our responsible for lost data mused by the action or inaction ofCuseemtt or Authorized
Users. Unless otherwise mutually agreed in writing, Cuabmer shall not maintain my fin, W, health, payment
card, or simimdy aemifive data dot imposm specific dam security or data protection obligations within the Services.
NEOGOVt"
PuwerDMS
DWUI Management Software
a,®mrma.r
e) Breach Notice. NEOGOV will notify Customer of umuthosizcd anus to, or uwuthorizd use, loss or disclosure of
Customer Data within its custody and control (a "Security Breach') within 72 hours ofNEOGOV's confirmation of the
come and cadent of the same or when required by applicable law, whicheva is earlier. Each party will reasonably
cooperage with the other with respect to the inva igrim and msolution of my Security Breach. If applicable law or
Customer's policies require notification of its Authorized User or others of the Security Breach, Customer shall be
responsible for such notification.
f) Dam Fxrmn. Retmdon reed Despucdoa Customer may export or delete Curtomer Dam from the Services at coy time
during a Subscription Term, using the existing fabuu and fn ctionality of the Services. Customer is solely responsible
for its data retention obligations with respect to Clraamm Data. If and to the extent Commons ascot expos or delete
Catoma Dam amred on NEOGOV's systems using the than misting pastures; and functionality of the Services,
NEOGOV wK upon Customers writta request, make the Customs Data ... liable far export by Customs or destroy
the Customer Data if Camara requiem the Customer Data to be expand in a different former than provided by
NEOGOV, such additional services will be subject, to a aspaam agrcemett on a time and materials basis. Except or
otherwise reglmd by applicable Iaw,NE000V will have no obligation to moment orpmvide my Cuetoma Data mom
than story (90) days after the expiration mtermmation ofthb Agreement
H. Third Pop, Sarvias. The Services may permit Customer and its Authorized Users; to eccese services or women Provided by
third parties thrmeh the Services ("Third Party Services'). Commaagrees that NEOGOV is not the original sasua andhell
act be liable fur my imccormies contained is my conteW provided in any ofIbe Third Parry Services. NEOGOV .it. an
representations, wmmries or imrantus with ocapect to the Third Party Smices or my content contained therein. NEOGOV
nay discontinue access to my Thud Panty Services through the Services if the mavant sgreemeat with the applicable third
party an longer permits NEOGOV to provide such memo. If gas of amass to my Third Perry Services (to which Clsstomer
ha a subscription underih)s Agreement) occurs during a Subscripfim Teton, NEOGOV will refund to Catoma my prepaid
face fur such Third Panty Service covering the m orinder ofthe Subscription Teal.
12. Nondiscloame.
ce that reassembly should be uodenh
disclosure. Qntomer. Confidential
includes the NEOOOV Intellectual I
moms and conditions of dots Agreeme
technology and technical infomatit
However, Comments] lnfommugion d
Perry
"Cmfideatial foformmun- creme
zee iving Party'), whether milly or in
be coefidmtiel given the setae of
msation includes its Customer Dal
ty and the Serviar. The ConfidmPo
1 all Order Form (including pricing)
dun .tans and desims. and bush
owed to the Disclosing Party, or (d) was
by
processes disclosed by such party.
cumn generally knows to the public
teoeiviog Party prier to it s di sclosure
rty, (c) is received fta a third party
cdmdy dcvelopd by the Receiving
b) Oblieatiovs. The Receiving Perry will: (i) use the same degree of care it user to protect the confidentiality of its own
eonfidmtialkdor dmoflikekind(butaneleathmreasonableare);(ii)not usemy Comfidesualleeferramsnofthe
Disclosing Party, fm any purpose outside the scope of this Agreement and (ice) except ss otherwise aahor¢ed by the
Disclosing Party in writing, limit access to Comfidendel Information of the Disclosing Perry to those of its employees
ad contramn who need seas for purposes consistent with this Agre sent and who have signed confidentiality
agreements with the Receiving Party conmimimg pro estiowmtlesspmtective ofthe Confidential Wbrnatimtbm dram
hard..
c) Fimntiwa Th. Receiving Party my disclose Confidential Information ofma Disclosing Perry to the exmetcmnpelld
by law, to do an, provided the Receiving Parry gives the Disclosing Party priornotice oftere compelled disclosure (to the
extent legallyper lined) andreasonsbleaaisance, at the Disclosing Parry. cost, ifthe Disclosing Parry wmhestewntesr
the disclosure.
d) Emihble Rclief. The parries r rdu and agrea them is no adegmm mmdy et bw for breech of the pmvmiom otth
confidentiality obligations as faith in this Section 12, dent such a breach would irreparably burm the Disclosing Parry
and the Disclosing Party is entitled to Beek equitable relief (including, without limitation, an injunction) with respect to
my such brmeb or potential breach in addition to ivy other mantles available to it at law or In equity.
13. Reproachedama. Werrantres NADimbirgulp.
NEOGOV
PowerDMS
Digital Management software
a) Mt read Re�faa%#Oti Each party mprerann and currentscurrents arnts to the other party that () it has full power and authority
m ell mlevmI lows. and regulations and is duly amhoriud to enter into this Ageement; and (n) m its knowledge, the
execution, delivery and performance ofthis Agrewent by such party does not conflict with my agreement insurance,
or understanding, oul or written, to which it is a party or by which it nay be, bound, ear violate any dew or regulation of
any wen, govmuacesal body nr administrative or other agency hav4jwisdfc6m over it.
b) SpDjcp.�eljammnu Warranrv. NEOGOV warrants that it Provides the Services wing a comrumially measurable trey.]
of rare end skill. THE FOREGOING WARRANTY DOES NOT APPLY, AND NEOGOV STRICTLY DISCLAIMS
ALL WARRANTIES, WITH RESPECT TO ANY THIRD PARTY SERVICES.
c) No Other Wamnty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS WARRANTY SECTION,
THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND CUSTOMER'S USE OF THE SERVICES IS AT
ITS OWN RISK. NEOGOV DOES NOT MAKE, AND HERESY 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 WARRANTS ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NEOGOV
DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED. ERROR -FREE, OR COMPLETELY
SECURE, OR THAT ANY ERROR WILL BE CORRECTED.
d) Disclaimer of Actions Caused by undIx Under the Control of Th rd . NEGGOV DOES NOT AND CANNOT
CONTROL THE FLOW OF DATA TO OR FROM THE NEOGOV SYSTEM AND OTHER PORTIONS OF THE
I N7ERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF IN ERNET 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 I NTERNET (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.
a) CunqjadImw1 . To the extent permitted by applicable law. Customer will defend and indemnify NEOGOV from
and against st im, demand, awl or proceeding made or brought against NEOGOV (a) by a third party alleging that my
Customer Data infringes or misappropriates such third patty's intellectual property rights, (b) in connection with
Customer's violation of my applicable laws, or (c) my claim or alleption by my third party resulting from or related to
Customer's or my of its Authorized User's breach of Section 3 of this Agreement in each case provided that Customer
is promptly notified of my and all such chins, demands, suite or proceeding. and given numwble unme ce and the
opportunity to msume mle control over defers. and settlement.
b) NIMOV Indemnity. Subject to subsections 14(b)(i) through N(b)(fi) of this Section, if a third party make a claim
egafeas Consumer that my NEOGOV mtelleemal property famished by NEOGOV and wed by Customer infringes a
third parry's intellectual poperty rights, NEOGOV will defend the Cuttomer against the claim and indemnify the
Cuutamerfrom the damages and liabilities awarded by theenurt to the third -party claiming infringement ntha smtlemem
agmed to by NEOGOV, onrided that NEOGOV I. promptly notified of my and all such claims, dcmends, suits or
proceedings and given mumble assistsue and the opportunity to mature sole comet) over defense and aenlament.
i) Alsemadve Rcaolutioa IfNEGGOV beflews wit is determined that my ofthe Smices may have violated a third
patty's intellectual property rights, NEOGOV may choose to either modify the Services to be non -infringing or
obtain a license to aloes for continued we. If there alternatives sre ne, mrnmmcially reasonable, NEOGOV may
ced the subscription or license for the Services and refund a pro-mm portion ofany fees covering the whole month.
that would have remained, shunt such early bummers, following the effective data of such early tetmmetiom
it) No Doty to IndenniF. NEOGOV will rut indemnify Customer if Customer aim the Suvicc or Scrviu
Specification, or uua it Outside the scope of we or if Customer =a a version of the Service or Service
Specifications which has bun superseded, ifthe infringement claim could have been avoided by wing an uwlimad
,.tenet vmi. of the Service or Service Specifications which was provided to Customer, or if the Customer
continues to we the infringing material after the subscription expires. NEOGOV will ens mdetmify the Customer
to the extent that an infringement claim is based upon any infommtion, design, specification, instruction, mflwms,
data, or mamrid not furnished by NEOGOV. NFOGOV will Out Indemn* Customer for my portion of an
infringwent claim that is based upon the combination of Service or Service Specification with any products a
NEOGOV"P(bWerDMS
Digital Management Software
.anwa�v
servicanotpmvided by NEOGOV. NEOGOV will not indemnify CMemerforinfimgemcotuused by Customn's
actions against my third party ifthe Servim as delivered to Custonaerand used in Accordance with the terms ofth,
Agreement would not otherwise cif singe my thud -Party intellectual property righU.
ii) Exclusive Smooth. This Sectionpmvidn the exclusive remedy for any inteBecnnl property infringement claims or
damages egamo NEOGOV.
IM. Limjtetigm9fliabibri.
a) TBO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
N WILL EAER PARTY E LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS
SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT,
TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF
PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPALEMENT,
INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE,
CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF
REPLACEMENT GOODS OR SERVICES; (a) LOSS OF GOODWIII., LASS OF BUSINESS OPPORTUN17Y OR
PROFIT, OR LOSS OF REPUTATION; OR (Q CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY,
SPECIN., ENHANCED, OR PUNTDVB DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE
ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WEtB
OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR O'DIBR
REMEDY OF ITS ESSENTIAL PURPOSE
e) CAP ON MONETARY LIABILITY. EXCEPT FOR DAMAGES ARISING OUT OF LIABILITY WHICH
CANNOT BE LAWFULLY EXCLUDED OR LIMITED, CUSTOMER'S OBLIGATIONS TO MAKE PAYMENT
UNDER THIS AGREEMENT, OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF NE000V
INTELLECTUAL PROPERTY RIGHTS, THE TOTAL LUBI ELY OF EITHER PARTY FOR ANY AND ALL
CLAIMS AGAINST THE OTHER. PARTY UNDER THIS AGREEMENT WFM77M ARISING UNDER OR
RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE). STRICT LGIBI.OY, OR AN
OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE AMOUNT OF ALL PAYMENTS
ACTUALLY RECEIVED BY NEO00V FROM CUSTOMER IN CONNECTION WITH THIS AGREEMENT IN
THE 12 MONTH PERIOD PRECEDING THE DATE OF THE EVEN INITIALLY GIVING RISE TO SUCH
LIABILITY. THE FOREGOING ]IMITATION ITATION OF LIABILITY IS CUMULATIVE WITH ALL PAYMENTS FOR
CLAIMS OR DAMAGES IN CONNECTION WITH THIS AGREEMENT BEING AGGREGATED TO
DETERMINE SATISFACTION OF THE MET. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT
ENLARGE THE LIMIT- THIS PARTIES ACKNOWLEDGE AND AGREE THAT THIS LIMITATION OF
LIABILITY IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND
SHALL APPLY NOTWITHSTANDING TIM FAILURE OF THE ESSENTIAL PURPOSE OF AN LIMITED
REMEDY.
16. Text Message Commmiutioee NEOGOV my offer Personnel the oppormory to receive text message regarding job
application m hiring proms remi ulm applicant snhn updates, or ad= human resource related notices. Sime these tern
message actvim depend on the fummoudiry of thirt4puty pravid¢ them may be reds ical delay. on the part of those
providers. NEOGOV may make commercially reasonable efforts to provide slats in a timely meaner with secmme
Information, bmeamot guaomec the delivery, tinKiinesa, or accuracy otth cmtemol'any ak tNEOGOV shall ant be liable
fen any delays, fa(lurcto dcliver, ormisdirected deliveryofeny alms; fmmy mms in the commtofmakn; m!many wkl
W= or not taken by you or a" third party in reliance an an alert NEOGOV ca gas vouch for the technied cepabilitia of
my thud parties to rccoive such nor messages. To the .stem you Whitt not messaging features, NEOGOV shall out be
responsible for yom use ofauch fedmea, and you Abed indemnify NEGGOV with respect to my damages reailfing from your
we inchsdmg but rot Emitd any vioMmas of applicable law. NEOGOV MARES NO WARRANTIES OR
REPRESENTATIONS OF ANY KIND. EXPRESS, STATUTORY, OR M21.ED AS TO: (i) THE AVAILABILITY OF
TELECOMMUNICATION SERVICES; (H) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE
TELECOMMUNICATION SERVICES; AND (in) AN DISCLOSURE OF INFORMATION TO TBMD PARTIES OR
FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS, OR SETTINGS CONNECTED WITH THE SERVICES.
17. Publicity. Unless otherwise provided in the applicable Order Form, NE000V may identify CLsmmeras one ofin customers
and use Costumes logo for suchpuspom, subject to my trademark usage requirements specified by Customer.
Is. Forme Mejere.Exceptfor Customer's payment obligations to NFOOOV, neithvperty shall be Habit fm my damages, costa,
expenses or other courequences incurred by the other party or by any other person or entity for say act, cimumdenot, ryaµ
NEOGOV"
m"
PuwerDMS
Digital Matngenmenl Software
anwwe.ua.
impediment m accurmee bayand such patty's mssonable control, including, without limitation: (a) ace ofGmJ;(b) changes
in or in the interpreted. of any law, rule, regulation m ordmarm; (c) strikes, lodmos or other labor prohlens; (d)
treruporbtion delays; (a) unavailability of applies or materials; (O fue or explosion; (g) riot partook, military argon m
mu* power; (h) actions or fadmm to act on the part of a governmental authority; it) intermit service interruptions or
slowdowns, vandalism w cybm flacks, m Q) any other ..a beyond it. ..able comrol of such patty.
19. Imdernendem Contmetor: No Did Pnn,_Ben iftomv F1)f`llmm P+rq�/s. The relationship ofthe patties shell be deemed to
nd that of m independent contractors and rothing canmmjn2 be... ern shell be deemed to constitute a partnership between m e
joint venture by the parties hereon . constitute either party the employee or agent of the other. antis er acknowledges that
nothing in this Agreement gives Customer the right to bind or commit NEOGOV to any agreements with my third parties.
This Agreement is not for the benefit ofany third perry and shell 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 Parmer'I without Police to, or the consent of, Customer, in perform such teaks and functions to complete any
Services.
20, Cntine A {pamspp t' Amendment lh'u Services Agreement, the Exhibits hereto and documents incorporated herein, the
applicablerOrder Form, and Special Conditions (if any) constitute the entire agreement berweco the parties with respect to the
subject miner hereof and supersede all prior or contemporane s. wet and wrinm statements of my kind whelaoaver made
by the portion with reapers to such subjed men.. Any Customer proposal for additional or different terms, or Consumer
mempl to very in any degree my of die terms ofthis Agreeaentis hereby objected in and rejected but mch proposal stall net
Plants as a rejectim of this Soviets Agreement and Order Form unless inch larimces me in the tam of the dacriptioq
quantity, caprice but shall be deemed a material ahem oso thismCend this Service Agreement and the applicable Ord.Form
shell he deemed accepted by the Customer without said additional or different terra. It is expressly agreed that the terms of
this Agreement and any NEOGOV Order Fomi shall supersede the moms in my non-NEOGOV purchase order or other
ordering document. Notwithstanding the foreg an, my conflict of terse shall be remlved by giving priority in accordance
with the following order. 1) Special Conditions (ifeny), 2) NEOGOV Order -Form, 3) the NEOGOV Services Agreement, and
4) incorporated dommms, This Agreement apemedes the teems and conditions of any dickthroulth agmcmmt associated
with the Services. This Agreement may not be modified or amended (rod on rights hereunder maybe waived) except through
a written instrument signed by the parties to be bound.
21. G urcral This Agreement shall be governed by and construed in aucordance with the laws of the slam of Florida, without
giving effect to conflict of law Pala. Any legal action or proceeding relating to this Agreement shell be intrusted only in
federai court in Indian River Costly, Florida. If my pmviaion of this Agmemml is held to be illegal or unenforemble, such
provision shall be limited or eliminatedm the minimum Patent necessary, so that the remainder of this Agreement will continue
In fail formed riled. Provisions that survive terninetion oreetpbatimam those relating in, without limitation, mmued rights
to payment, aclmowledgmonts and ms atiom of pmpcicmryrights, confideotalityobligatims, warmly diulaim.a, and
limitations ofliebility. and others which by their mture are intended to survive. All mticea w other communications required
or permitted harmnder shell be in writing and shall be learned to have been duly given either when personally delivered, one
(1) business day following delivery by r emgoixd ovsmight comer or electronic mail, or three (3) business days following
deposit in the U.S. mail, registered or certified, postage prepaid reow ramipt requeared. All inch communications shell be
aeon to (i) Customer at the address sm forth in the Order Perm and (ii) NEOGOV at the add., specified in the applicable
Order Form. he waiver, express or implied, by either pony ofany, breach oftms Aipoemam by the other pony will not waive
my subsequent breach by such party of the same or a dtff.mt kind. The Agreement may be mooted in two or mom
counterparts, each of which will be deemed an original, but all of which ties together shell emsdtme one and the same
inatrummt Udivery of a copy of this Agreement m an Order Form boric& an original signature by facsimile transmission,
by electronic mail m by my other electronic means will haw the vane effect as physical delivery of the paper document
Haring the original signature. Customer may rat assign this Agreement without the capmas wmmm approval of NEOGOV
and my attempt at osignmml in violation of this Section shall be null and void. The ponies intend this Agreement to be
constmed without regard in my presumption or rule requiring construction or interposition against the parry drilling an
instrument or canning my instrument to be drafted. he exhibits, scbedules, mmlmseans, and appendices refcned to herein
arc an integral pan ofthic Agreement to the mine Patent as ifthey were mi forth verbatim herein,
[Signs= Page to Follow]
NEOGOV"
P(!)werDMS
Dlglbl Management Software
samewms.r
IN WITNESS WHEREOF, the panic; have uuscd this Agreement to be executed by their respcctivc duly authorized
a6icera a ofthe data set forth below, and corsent to the Ageement.
Caatomer
E.*N.:
Goverment7obs.eom, In. (D/B/A/ NEOGOVA oa behalf of
Ihelf and lb subsidiaries PowerI)MS, Inc., Cuchit, Inc.,
RagaasoB LLC (D/B/A/PIanIT Schedule), and Design PD,
LLC (D1WA Ageac)360)
Sigoetme: j/ �.�'7 / / Sigoanvc: '
P,iwN®a: �q���G , !',, SAC Pant Name: Ana Mato
Date: �, 4 4�L Date, 06/22/2022
NEOGOV1"
Exblbit A
Government Customer Addendum
P(DwerDMS
Digital Management Software
a wore '
if Customer is a Government Coal.. the following Government Customer um Addend("Government Addendum") forms pan
of the Services Ag[eemmt, and in the cam of any eoMitt or Bleomisteecy between the terms and provisions of this Addendum
and my other provision ofthe Smices Agroernent, the terms ofd& Govemmem Addeodlan shall eoanoi. For purposes hereof, a
'Govemment Customer" means a Customer which is a (a) U.S. Federal agency, (b) sure gov cro, agency, depanmmr,
or pubtiml subdivision (including a city, amry or municipal empormon), or (c) insnumenulily ofany ofOe feregmag(including
a municipal hospind or municipal hospital district, ponce orfm department, public library, park d rmon, sate college or university,
Indian tribel economic developmml urgunismiorL or port authority).
1. Appficabffky. The previsions of this Addendum shall apply otdy if Cmumm is a Govermneni Customer under the
Services Agreement.
2. Termination for Non-Approprfstien of Foods. If Cumomer is subject to federal, state or local law which makes
Cunocrcesfimochd obligations under this Services Agra mom contingent upon sufficient appropriation offords by the
applicable legislature (or other appropriate governmental body), and ifsuh funds arc not fonhcomiog on= insufficient
due to failure of such appropriation, then Customer will have the right to tmninate the Services Agreement at no
additional met and with no penalty bygivugpriur written coma documenting the lack offanding. Cumumuwill provide
et lean thirty (30) days advance written notice of such torcrum tn. Cunemm will use reasonable efforu to enure
appropriated foods arc available. if Customer marinates tAe Services Agreement under this Section 2, Cmmmcr agrees
not to replae the Services with functionally similar products or wvitta fora period of. ycm after the urminetion of
the Services Agreement.
3. Indemnification. If C momer is prohibited by federal, seats or local law from agreeing to hold hamrless or Indemnify
third parties, Section 14(a) ofthe Services Agreement shall ram apply to Customer, to the atmtdiseRowed by applicable
law.
d. Open Records. If the Customer is subject to federal or aide public records lawn, including laws styled as open records,
freedom of infuriation, m sunshine laws ("Open Records Um'j the confidentiality requirements of Section 12 fthe
Services Agreement apply only to the moral permitted by Open Records lAws applicable to the Customer This Swim
is not intended to be a mover ofmy ofthe provisions off. applicable Open Records Lawn, including, without kmiwtion,
the requirement for the Consumer to provide notice and opportunity for NEOGOV to mutt an exception to disclosure
requircmmlo in mcmdaae with the applicable Opus Records laws.
5. Cooperetive purchasing. If Customer Is a Oovimment Customer, but is not a U.S. Federal Agency or subdivision
thereof, NEOGOV secs to allow my other state agency, deparbnen4 poll ial subdivision or instrumentality othh state
but in all cams located in the same slow as the Customer ("Related Agency") to purchase Services under the terms ofthe
Services Agreement, at the Related Agency's discretion with the following requirements, exceptions and fimiutiom: (a)
my purchases made by a Related Agency shall be nansactims between the Related Agency and NEOGOV; for clarity,
Customer shall not be responsible fur my transactions home= the Related Agency and NEOGOV, (b) the terms
(including pricing) specified in the Order Focus entered into between NEOGOV and Customer shall not be incorporated
into the manrections between the Related Agency and NEOGOV, and (c) the Related Agency will wnfirm in writing it
has the authority to use the Services Agreement for the purchase and that the use of the Services Agreement for (be
purchase is not prohibited by law or procurement regulations or standards applicable to the Related Agency
10
NEOGOV
Exhibit B
PowerEngage Platform Addendum
PowerDMS
DWUI Management Software
aN100rvm v
It'Cunomer is purchasing the PowerEogege Platform partners toan Oder Form, the following mans art hereby incorporated
into the Services Agreement("PowerEogege Addendum"). This PowerPagage Platform Addendum forma part ails, Swiaa
Agreement, and in the use ofany conflict or inconsistency between the across and provisions of this PowerEagap Addendum
and my other provision ofthe Services Agreement, the rates oflhit PowerEngege Addendum shell control.
1. Applicability. The provisions afthu PowerEogage Addendum shall apply only if (nmmer has purchased (be PoworEvgage
Platform punumt to an Order Fom.
2. CAD/RMS Assumptions. The parties agree shut be fees specified with respect to the PowmEngage platform on the applicable
Order Form do not include any additional fens that the Customer's CAD as RMS candler may cbmge, if my. The Service
Agreement and this Exhibit B is entered into with be mutual assumption that the PowerEogege Platform will be able to make a
connection to Customer's CAD or RMS replicated or reporting database directly or will be able to read from a fide produced fro
each a purpose.
3. CAD/RMS Provision. The definition of Confidential Informed. in Section 12 of the Services Agrecmmt shall also include
my Customer CAD and/or RMS deft made available to NBOGOV in contraction with the provision ofthe Powerfingage Platform
4. SOW. NEOGOV agrees to provide the training, configuration and support services with respect to the Pow slagag , Platform,
ad Customer, acknowledges that its cooperation is required fa efficient and timely implementation ofmc PowerEngage platform,
in accordance with the following:
NEOGOV will be used to survey citizens that have mannered with Customer, surd menages to aortas or other stakeholders and
gather and report an dab. Customer will be able to configure the surveys and rules based. data received from the Camper
Aided Dispatch System. The results of the surveys will be stored within PowesEngege and available fro display in a Feedback
Board and within be arblytics component called Measure. Other mica and massages can be built to be viggered to send on
certain swab as driven by the rules.time.
NEOCrOV and Qnomer RecoausbiEfies
The bullet points below andive when NEOGOV, Customer, or both NEOGOV and Customer have responsibility with respect to
a particular deliverable.
1. NEOGOV will configure a tenant and lelephoe number group for the Customer
2. NE000V will schedule a 90-mmub kickoffcall with the Customer to review the objectives, timeline and mutual deliverable,
• Configure Cusbmmedrumutratereammt-NEOGOV
• Wall[ Consumer through the survey builder-NEOGOV
• Walk Customer through the ruin builder -NEDGOV
• Walk Customer through the Feedback Board-NEOGOV
• Walk Customer through Activity/Survey tool-NEOGOV
• Walk Customer through the Cueffit CAD Deft Agent and what is needed for the connectian to CAD -NEOGOV
3. Customer will gather infommtion needed for Surveys, Rules, Tatra and CAD/RMS Data- Qrstom er
4. NEOGOV will eoordinte a CAD/RMS Conneen. Workshop with Customer
Configure PowerEogege CAD/RMS agent-NEOGOV and Customer
• Caomctm Customer CAD/RMS Date-Cuammer
• Teadab-NEOGOVand Cunomer
S. NEOGOV will coordinate a 2-hour Survey Workshop with Customer
• Consult on the questions to ask in a antiamdousurvey(maximum of 3 to 5 question)-NEOGOV and Customer
• Configure be questions in the survey tool w NEOGOV and Customer
• Configure the acceptable responses in thannvey last-NEOGOV and Currents
• C.figme a"noted criteria (Fell. Up qusetim only)- NEOGOV and Customer
11
NEOGOV".
• Send mmple survey to Customer on text message - NEOGOV end Camara"
• Review in F..Mwk Board and Activity Sereau-NE000V and Cuemmer
PowerDMS
DWWI Management Soltwarr
•Aciwrra
6. NEOGOV will woNinate a 2-4 how RWes Workshop with Container tojoNBy
• Consult on the rules fin surveys and automatic wat notifications = NEOGOV and Nstomer
• CoafigurtherWwmdtexa-NEOGOVmd Customer
• Send example encounter to turn rules-NEOGOV and Customer
• Review m Activity- NEOGOV and Customer
7. NEOGOV will coordinate a 2 How Task Creation and Nolifiention Workshop with Customer to jointly:
• Configure Inks and Task Assigmnena
• Identify Personnel infomatin needed fin notification and digest annals
• Import Pers elist(aarmalionfnre ivingmnsageseademeilsfmm Cunomerpmvidd.xbor.csv
S. NEOGOV will schedule a 2-hors, Anelyucs Workshop with the Customer to review the ideas For the Dashboards to refloat the
acmla of the surveys
• NE000V will review standard visualizations and data in the dashboard
• NEOGOV will request from the Customer, input an the dam and visnliation to be presented in the Meaane Tool
• One agreed, a maximum of I custom visualizations will be meatd by NEOGOV and deployed to the Customer's
eavho l
9. NEOGOV will train the Customer Administata s on the use of the PowerEngagc configuration toola. M. tools and
Activity logs.
Telephone Assbtance. Customer will be given the telephone number for a support Ilene and will be eotidd to contact the support
line during normal operating hour, (betwmn 7:30un and 5:30pm Crapd Tune) on regular business days, excluding NEOGOV
holidays, to consult with NEOGOV technical support staff concerning problem resolution, bug reporting, doemnentretiou
clarifiestion, and general Imbnical guidance. As•istsace may include meats connectivity, modem, or electronic bulletin board
Software Problem Reportlng. Customer nay submit requests to NEOGOV identifying potential problems in the Pow.E gage
software. Requests should be in writing ad directed to NEOGOV by a -mail, or through the NEOGOV support website.
NEOGOV resins the right to detemtin In the find dlsposltlon ofall requests and will inform Consumer ofthe disposition of
each request. IfNEOGOV acts upon a requear, it will do so by providing a bug fix.
Schduld Malatenaaee. Softwwc may be ... v ileble periodically for system maintenance. Regular system maintennce
includes installation of the software updates, operating system updatedpatches and updates to other third -party application as
needed. Customer are notified ohninumarece periods via an small message or vie a banner on the main page ofthe
PowcrEngagc Platform.
Exeludam from Technical Suppoet Sa vicn:
NEOGOV .hall have no support obligations with respect to any thhd-parry, hardware or software product.
12
NEOGOV'
ExMbi C
MUS Addendum
PowerDMS
DISIhI Management Software
Avara.�s
The following terms govern the um of the HRIS Servim (the "I IRIS Addendum') u they relate a sped fire HRIS Services ordered
by Qutomer m an Only Farm 'IMS Scrvim" refm to the following Sus Applications or my Add -One (dsdmed below) err
Professional Services edged to such Sees Applications: NEOGOV Core Hit, NEOGOV Payroll, and NEOGOV Time and
Anendaae. Ifany provision within the HRIS Addeal m dimcdy, comficts with my other provision ofthe Services Agreement,
the unit ofthia Addendum 6" mingel.
Implmentation; Add-0u; and Configuration Limitation. implementation ofHRfS Services as detailed Jet the staedardmmmem
of work ("SOW) and the muorally agreed -upon scope document ('Stops") will proceed in accordance with the estimated
implmenation schedule provided by NEOGOV and in further detailed in the SOW and Scope. Implmeomfion services am
included in the SOW and Scope may be subject to additional fees. Customer acknowledges dim site dateline for the
implementation schedule is an cadmme only said dependent one number of variables, including but not limited a Customer's
mpoalvanaa to NEOGOV's requmas during the implementation process and Customer's obligation to fill out the
"Implememadon Workbook" w facilima the implmmtatm praess. In the event that Cmwmndm mt order the toll suite of
HRIS services offered, NEGGOV may be regtmtd to geaerate custom fads for Glummer for m additional fee. luring
implmmmdon, Customer may elm optional addmm savior that supplement the Small Applications (the "Add-0na'). After
completion of implementation, my subsequent changes Customer requests to the configuration ofthe HRIS Services will be m
cost.
NEOGOV will have no responsibility for car my duty to review, verify, correct or otherwise perform any investigation in to
the completeness, accuracy or sufficiency ofany data or information input into the HRIS symam by or an behalfofthe Customer.
Customer is solely sapouible for insuring that all date entered ma and moved in the HRIS symm Is accurate and complete,
and for currativg my errors or discrepancies in such data.
CORE M and RenMa—Additional Term.
The following Berns shallapply to the talent that Cumoroct orders the NEOGOV Core BR, and BRIS Services involving benefits
administration (the "Benefits Module'):
1. SinefiB Madura Retires_evte)iye. Cswornmehail desigerme am or term persons who shell serve as NE000V's designated
cmbcl for the Benefits Module (the "Beim RepresmaGve"). Cusmmu represents; and warrants, to NEOGOV that the
Benefim Reperxem Live has, and shall at all time have, the requisite authm)ty m naamrt information, directions and
insMenms m behalf of Cualomer, each "plat admimi toe" defined in Section 3(16HA) of the ERISA and Section
414(g) ofthe Code and, if applicable, each "fiduciary" its defined is Section 3(21) of BRISA) ofeacb separate employee
benefit plan covered by the Benefits Module (mcb, a "Benefit Plan). The Benefits Representative also shall be domed
to have Authority to come, execute, great, or provide any approvals, requests, cotices, in other enrm micaGms «gstired or
perm)ned under the Services Agreement or requested by NEOGOV in correction with the Smaller Module.
2. Uaofthe Bsmefim Module.
a) HR Uam. Costumer shall amhnize m administrator to inlet infonnation and access cermin infurr mums relating to
(i) the benafim offered by Customer and (ii) Comomer's employm/plm purticipiam and their benefit options and
electiau as well an view armin principal and company information regarding company mployas. The Benefits
Module ponder Customer's employees/plan participants to make various bmefim elections and to view and update
ceruin personal and company infatuation. It h Customer's responsibility to submit )m muctiou and information
miming to the Bmefita Module and an verify the amnsry and completeness ofall such instructions and information
submitted by Cuammer, rmployaa, mad plan participants.
b) NEOGOVNot Fidaie,Advisor. Loeamesoknowledga erul agrees tha;wmaking the Beafim Module aveilablq
NEOGOV isnot acting um invesomemadvistr,broka-0m)n, insurance aging, tax adviser, attorney crimmediary
or a financialor benefit pbmer. NEOGOV is at providing soy beafits, tax advice, or my )nfarmation related
thereto; Customer is responsible fen making available all beafia and infoomfian related thereto rebrmad or
included in the Beoefia Module.
e) NROGOV's Health Cam Cleamuchoua Stows. Cusamn apressly selmowledgca and agrees that NEOGOV is not
a "Hems, Cam Clnringboua", a "Covered polity" or a "Busbrss Auaiam" within the meaning of HR'AA. and
Qmstamer shall got request or otherwise require NEOGOV to eat u such. To the extol that NEOGOV i. required
1S
NEOGOV` PUWerDMS
Digital Management Software
.gym uww
to enter into any additional agreement w a result of Cusmo w's wo of the Ber efies module, Comment shall be
espewsible for any liability incurred by NEOGOV thereunder.
3. Additional Termination Bid . NEOGOV may terminate Cate NR, the Benefik Module, or this Services Agreement
immediately upon written entire to the Customer upon (a) the fefluee of Customer to maintain its Bertefit Plan(s) in
compliance with EIOSA or other applicable laws or egulotiona or (b) NEOGOV's dearramatioo that the execise of any
oflhc righkgantedheeundaorthe continued perforearembyNP(MV ofilsobligatians under this Services Agreement
would cause NEOGOV to viokk any applicable international, federal, state or local awa) sad/m mgnation(s).
4. EEMSA. The arms of this Section only shall apply to the extent Customer new services governed, in whole or in part, by
the Employee Retimmmt Income Security Act of 1974, m amerded ("ERISA")
a) NEOGOV's Non-Fiducimv Saw. Customer expressly acknowledges and agrees that NEOGOV is not an
"Adt®bstr W. "Plan Sponsor," or a "Plan Admioatrsmt' as defined in Section 3(16)(A) of ERIK and Section
414(g) ofth. Internal Revenue Code of 1996. as amended (the "Code'), nopectivel, or is NEOGOV a'Yadwirry'
within themcenmg OrSUSA Section 3(21), and Customer shall row request onotherwise require NEOGOV to act es
such NEOGOV shall nth exercise my discretionary authority or enrol respecting maagemem ofsuy, ofCommorm's
banefitor welfare plain ("Plan' or "Poem') ar management or disposifian of any of Customer's benefit or welfare
Plan arise. NEOGOV shall not render movement advice for a fee a other compensation, direct or indirect, with
respect to any remain, or other property of any Plan, nor does NEOGOV have my authority or neapambility to do
so. NEOGOV her we duce6mt.y authority or disce0omeryompooamflity in the miamistratiw of the Pan(.).
b) Llmof NE(1G(�V •S N.r. Create. or the Pan Administrator scout chain the prior wrinm consent of NEOGOV
to Insert may refineo«s to NEOGOV m ib affliela, m b NEOGOV Smviem, withreWW to any communicadw
or document pertaining to a Pan prepared by Cameroon, or we behalf of Customer (other then domvnenb prepared
by NEOGOV), unless the mferame only idmtifia NEOGOV m a swice provider or the reference is required a a
filing undercurrent required by ER)SA m any other applicable law. Without limiting the foregoing, in no event may
Cormorant ore Pan Administrator identify a rater to NEOGOV at "adminismalm",'pan administrator", "Ould.
Perry aderinistrarm",'plan sponsor", "fiche. ary)'plan fiduciary" or similar fide.
Direct a Currier Services. - Recon a may on o dues, n merrier tamer services (inch a are elm uwr') nt its option.
each on en additional mast. n configtmtian of misting Carrier ..plead
establishing at N Gamer Link; end additional
Cuume te are available d se he NE al fee end may be wmlectro by NEOGOV at NEOGOV's that cmmt ma.
Cwtomaswyaaess mad tun the NEOGOV HRIS Services to d police allymiand b e Crowns. dark
including NEOGOV's
employee
benefits enrollment dine, to Customer's camera rt order n third police auween H by Customer. NEOGOV's ability to
NEOGmaressurOV
dab is art be b theprovisionto town of a Custom Customer's
to t carfae between im a ommen and the mrti fell
to Prtew.
NEOGOV will art a solely
determined to eb NEOGOV dab to omen q b any tic ment f,mt's camera fail to provide
the proper fot ransm a wily% performed
NEOGOV. by I Customer t tegulesach interfaces
ofany special m OV'B tun
cur efsme es transmit such ices. allN work performed by NEOOOV to mete each aterfams will n at NEOGOV'. rem
ememl fresNEOGOV's
for such services. i NEOGOV make, no wamnry the each corer a specifications will perform with
NEOGOV'c current fmdiomsl finerf toe. ]n the event responsible tamer provides foewa ata to such flow not supported non the
NEOGOV be de ermined sletoma will be ml. Cutoniesh for be
responsible
see data to such miner wring en records
of
system to be determined malt other
Custoeprota re Customer shell V wpowdity fin promptly recording all omme 's
records, anw us carriers and end other repots prepared im NEOGOV for validly and economyeo ancordag to Cwmmei s
records, end Customer will nctilY NEOGOV ofany daceepencica promptly after ecefpt theneaf.
Favmll SeMeea—Additional Tsm
The following tome shall apply to the extent that Customer orders the NEOGOV Payroll Services module:
Payroll Pmeresirn and Taz Filing. NEOGOV will deliver (i) payroll administrative cervices to Customer through
NEOGOV's payroll software at a smite (the "Payroll Module'), (it) at Customer's elation, direct deposit administration
to those employees electing such service via ACH proceed, (mllecfively redwood to as the "Payroll Ssrvime'), remit
payroll taxes on Customer's behalf to them federal, sat, and local axing jurisdictions designated by Customer, and file
misted has reams (such remibmg of payroll taxes and Ruing of elated her returns, the -Tax Services'). M NEOGOV's
tbm emreot foen. NEOGOV easy else process calendar yeas -red W-2 forma for Cuetomees employees and Forme 1099-
MISC. NEOGOV will, and Customer hemley anflumisee NEOGOV wed Fulfillment Partners to. initiate debits or reverse
wine become prior to each psydete for Common's payroll ("Peydate') and credit the bank m cewb of Cumor a's
employees and others to be paid by Customer by d not deposit payment an Payday (e "Payee), all in compliance with
the operating elm of the National Automated Clewing Howe Amaiation and the terra and mndithen hare£ For
14
NEOGOV
P(!)werDMS
Digital Management�Rware
a
purpose ofclasity, the parties understand and agree that NEOGOV does not prim and/or send paychecks far or on behalf
ofCcommer.
2. Donrmentation eedReouirM ffiomuriov.
a) Au1_horaotion F_oras ProofofName. Cummer will be required to complete and sobmft the folhwiog documents in
ender to use the payroll processing components of Payroll Module: (1) power ofammry, forms for eacb Imiadicaon
in which Customer wifl use the MUS Services (the "POA'), (ii) Authorization to DebithCredit Bank
Aecounts)IObtain Book Account lnformafien (the "Authoriratiuo Form"),()i) an fBS proofoflegal nwb Y'EM and
Qv)any authorization farm for Fulfillment Partner authorizing debiting and crediting Cramma's bank account
b) Proof of Patietence. Customs will provide NEOGOV, and anthmize NEOGOV to provide to Fufillmmt Proton,
Casomc's (i) legal muse, and "doing business as" name ifappliceble, (fi) physicl mrom add,w (tat a PO Box or
evidence vs (A) either testified Article of Incorporation, IRS EIN Letter, =exp red government
limoee, bust instrument or other govcmment-issued evidence showing legal existence, and (B)
business check, copy of utility bill, other evidence of legal come, physical address, DBANmr, or 1
eJ Pe .tw I}iycloaure Authorized . Glummaer hereby audsome NEOGOV to() provide Nstomu's dam toFulfillment atoer fro the pmpmes of performing the Payroll and Tex Services, and (ail take such action a is
necessary to performthe Paymil and Tax Services.
d) TlplEend Auerdaeco InmmetiyO. Prim to commuvicement ofT. and Ahmed. Services, Commoner"I provide
to NEOGOV all accessary information and guidance rotating to its time and attendance policies and guidelines and
oamdivate with NEOGOV to esablish standards forNEOGOV in its ex 6. fd. Tree and Anemiance Services.
dutomer agrees to promptly comply with NEOGOV's roquest for such additional doetmamtetion and u demuode
,but Payroll or Tex Services may be impaired or delayed if Glummer does art comply with such request.
3. Zfp ; ObEvadons. Ren,rnmtedom,s aad Wens do. Customer acknowledges that NEOGOV's obligation to perform
1LeHRL4 Services is subject m Comom¢'e obligations, repromentabom, and worrisome. Customs represents and wanes
the following:
a) Procerna�Authgly m Customersuthorizec NEOGOV toprocesspayrollentrdes oabehalfofCmtomer. Customer
aknowl gas GOV is soling solely in the capacity of data processing agent ands not a source offends for
Customs. Customer shall be liable for each payroll related transaction told ated by NEOGOV on behekfofCustomer,
whether by electronic entry tar with transfer. NEOGOV, or its Fulfillment Pamncrs, electronically transmit employee
dam, including employee payroll data, w designated third parties, and Customm authorizes NEOGOV and is
Fulfillment Partner, to provide such transmission on Customer's babalf Customs agrees that NEOGOV maintains
specific Fulfillment Prmee(s) for NEOGOV Payroll and Tex Services fulfillment during the term of and in
attenda a with this Services Agreement and that Consumer shelf not directly or indimNy. tag plemm4 substimm,
or otherwise modify the provision of such Payroll and Tax Services without terminating this Sm-Ams Agreemeet
b) )nforrmdonAccuno,: Reline: Chace Notiu. Customershall input, mains, mad wilythe acereacyofmysod
all informetia. including payroll and tax information. and Customer shall continually ensme that such information
is kept complets, sccmate, delivered ontimo, mod up to date M all them. Customer acknowledges that NEOGOV end
NEOGOV FulEllmom Pamnerm will rely m the sccmmry of this information a it performs is requested function.
NEOGOV shall not be responsible for my delays or inaccuracies in Customs's delivery of data to NEOGOV.
Customer will notify NEOGOV immediately of any change in the processing information, imhding the
Authorization Four. Customer will also obtain a voluntary written author'vadoo from any Payexprim m the initiation
ofhe firm credit to the account ofsuch Payee and stall provide upon demand a copy ofsuch written authorization to
NEOGOV.
c) Forecasting DeedBnes.Unless, otherwise agreed to by the Peonies, Customer will: (a) complete and recaure all required
documentation an that NEOGOV or Fulfillment Partner may withdrew fords from Cusomces account to process
d'uectdeposil payrolls, (b) input m report all relevant payroll data for AC'H ttammi„iota to NEOGOV no later than
2:00 p.m.Paific Standard Time (PST) three (3) banking days prior to such Peychou (o) input or report ell other
relevant payroll data to NEOfiOV no later than 2:00 pm Pacific Standard Time (PST) two banking days Prim to
mch Poydate, (d) have available in Cumorms's bank account good, collectable funds in a sufficient amount to cover
funding disbtmmens, checks, divest deposits. to payments, or retuning paymevm to third parties no Later than the
opening of business (i) two banking days prior to each Psydate for debits by electronic nary, and (a) two banking
15
NEOGOV...
PvwerDMS
Digital Management Software
days prior to each Paydate for funding by wine transfer, and (e) compere all reports on credits or debits initiated by
Customer to NEOGOV'sraords and promptly oolify NEOGOV ofar y dismepancia. In the event Customer does not
rner4 the dcadlioa specified herein, NEOGOV shell mare consumable efforts W complete processing prior to the
Paydste; however, NE000V .aka no regesmlation or wmmty that payroll will proreo by the Peydate where
Cusmmm fads to provide all required documentation by the deadline. Additional I. very apply for expc&[.d
processing.
d) Customa Review. Within seven (7) bulmess days after eemipt Rom NEOGOV, Customer win promptlyconduct a
detailed review ofall payroll and me registers produced by NEOGOV or FulfrlMmt Partners for accomry, validity
mdconfnceity with Customer's records. Customer will promptly notify NEOGOV of my clear or omission
discovered by CudannerinmyPaymllregia ,disbmsememcoeordn,psyrollmmx repotsanddomermasproduced
by NEOGOV or Fulfillment Farmers, or my siamepmtry, between the information provided by NEOGOV or
Fulfillment Partnsrs, and Customer's records. Customer will lid rely on my record, report or document containing
anydiumvemd error, minim ordisaepency uno each error, omisam ordsa parroy, habeen corrected. Customer
will be responsible for any consequences resulting from instructions Customer may give to NEOGOV or FulfilMmt
Partners with regard to IIRIS Services or any payroll registers, disbursement records, reports and documents prepared
by NEOGOV baud on iafommtim provided by Customer.
e) pommrnt Retention. Customer will nemin copies of all information enlered into or generated by the ff US Services
and Customer shell be salcly nesponsible for maioeinimg such data and all cox twos, iv accordance with any legs
obligations.
f) Special PnxeaginS. Customer understands and acknowledges that administering processing dates beyond amndard
payroll data,, and correcting nnnending, a c caning payroll amies m mask. mvemas (collectively "Special
Prrcsain6 ). art complicated, highly manual, and maynault in additioml expennea, tax consequences, and penalties.
7berefime, Special Processing may be mbjea to additional NEOGOV Fees.
g) Rrcovary C000aatioa Cornmeal agrees to undertake reasonable efforts w mopeate with NEOGOV and eery other
Who involved in processing my transactions Mender to recover feeds credited to wry employes, a a each of an
cirm made by Customs, NEOGOV, or Fulfillmenn Penmen, or my ad= Ian recovery efforts and in connection
with my rim that the relevant partyNEOCrOV may be obligated to defend or eleas to Issuance again my thhd-
Perty
h) Comnlialso with laws. Customs acimowledga deal, in order to put into eflart the Payroll Service which include
ACH transactions, Customer will be the Original. of the ACH tnnactions and will follow and be bound by the
miss for ACH Originators m adopted from time to time by the NACHA. Customer agrees dust it has assumed the
rsapom3ilitidofm Originator md. the ACH Rules and acknowledges that amies may not be initiated I. violation
of d. I.. of the United Santa. Cuummer agrees to be compliant with laws. CLLwmIN Will comply with an laws
including, but or limited to, the U.S. Perim %ct, the Unlawful former Gmmliag Enforcement Ace, the Bard, Secrecy
Am. and Anti Maley Iamdmmg laws.
4. Effect of Failed Fonda. If Customer fails to pay the Was, direct deposit, employee payments or other charges, including
fees, then Customer agrees to pay NEOGOV for all costs of collection, including reasonable attorney Ices, which may be
aaociatedwiW collection of the amounts; due. NEOGOV also may, at its sale opt =, someone this Services Agreement
and withhold or suspend my work in progress. This is in addition to my other rights NEOOOV may have under this
contract. under law. NEOGOVaso caterva the rights an revenue employee tnnactiom and /or tea payments forwhich
funds have am been received from Customer.
5. Ra of m of Entries. NEOGOV &hall mica any file or miry Choi does not comply with the rapdremrnts of this Services
Agreement, the NACHA Roes, or ma an improper SEC Code, or ifNEOGOV suspects fraud or illegal or improper
activity. NEOGOVsbsll have vo liability.
6. Resolution of Error Excetak ns. For the purposes of this Section, the term "error exceptim(s)" shall mean my data
requirements within the MUS Services that, based on Customer's configuration, have been assigned a severity level
designation of"end; such dwigoatim Wall mate a requremcot for an opentionel task to be cumplerad by Ctmtomer I.
order to pruced with Consumer's processing, including processing of Customer payroll fro the designated period. Failure
W resolve an error exception will prevent Carsomers payroll fiats bang proeeseed all scheduled. NEOGOV is not
obligated to clear my such error. m behalf of Customer.
7. dEOC V En.s W NEOGOV wamnts Resin use enmmerci.Ily Maumable efforts Its pmPeriy
trammil the appropriate reports, dam, or filings band on the intimation provided in Custornde HRIS Services. In
16
NEOGOV
PowerDMS
Digital Management Software
addition. NE000V will use mmmucially reasonable effab to rectify my Consumer report, date, or filing error, including
my deposit corsected or revcrW debit or credit entry, for which NEOGOV is solely responsible; provided that, in each
case Customer advise NEOGOV no later tan tea (10) business days after the occummen of such errors or contusions.
This is Customer's sole remedy in the event of a breach of the foregoing immunity. Notwithstanding the foregoing,
Customer will be solely ospmvble for payment of W tea penalties, interest, and additional NEOGOV feu if. (i) the
penalty is the result of imormc% maccuum, or incomplete information Customer provide eNEOGOV, (ii) Customer has
imuQiciml fords in Common's designated bank accomat to process MUS Services, or (Ii) a party other than NEOGOV,
or a NEOGOV Fulfillment Former, fails to perform services in a timely cannon.
Additional l isbiliry and Wamaty Limitatlom. NEOGOV, TTS PROVIDERS, AND FULFILLMENT PARTNERS, AND
THE OFFICERS, DIRECTORS, EMPLOYERS, AND SUPPLIERS OF EACH WILL NOT BE LIABLE UNDER ANY
CIRCUMSTANCES OR UNDER ANY THEORY OF RECOVERY (WHETHER IN CONTRACT OR TORT OR
OTHERWISE) FOR (d ANY FEES, COSTS, CHARGES, OR ANY DAMAGES CAUSED BY LOST SHIPMENT OR
TRANSMISSION OF CHECKS OR ANY FORM OFDLSBUASEMENTINCLUDING, BUT NOT LIMITED TO, STOP
PAYMENT FEES, REPRDITDIG OR RETRANSMISSION COSTS, SHIPPING CHARGES, OR CONSEQUENTIAL
EXPENSES AND DAMAGE, (E) ANY CHARGES, FEES, OR EXPENSES INCURRED BY CUSTOMER
CUSTOMER'S AGENTS, OR EMPLOYEES WHICH ARE DUE TO LATE PAYCHECK$ REGARDLESS OF
WIIETFEt SUCH PAYCHECKS ARE TO BE PREPARED AND DELIVERED BY NEOGOV, FULFILLMENT
PARTNERS, OR BY CUSTOMER, (RQ NON-PERFORMANCE OF (IRIS SERVICES WHICH HAVE BEEN
SUSPENDED DUE TO FAILURE OR DELAY IN PAYMENT OF FEES OWED UNDER THIS SERVICES
AGREEMENT, AND (M FOR ANY DAMAGES TO CUSTOMER ARISING FROM OR IN CONNECTION WITH
A DECISION BY NEOGOV TO SUBMIT FILES FOR PROCESSING AFTER CUSTOMER HAS FAILED TO CLEAR
OUTSTANDING ERROR EXCEPTIONS WITHIN THE SPECI ED DEADLINE.
9. Qdditioml Ter®edon Rfahta.
Cusmmu'a breach of the NACHA Rules, violation of any applicable federal or sate
regulation, or fdloe m maintain amount funding as required by cis Services Agreameot (and as a reach my debit
to Cammers account iumuned), shall each constitute a defmlL Upon default NEOGOV may suspend the HES
Termination is effective immediately upon written notice ofmch termination m Customer. The right to suspend to
BRIS Services md/or terminate this Services Agreeroem is in mean to my other rights and remedies provided
under this Service Agreement or otherwise under law.
b) Effnct of7ermimtlon. No tumiumon ofthis Services Agreement shell relosee Customer from my oblgation to pay
NEOGOV my amoml that her seemed or becomes payable 0 or prior to the date of termination. No sugemion of
MS Services shall release Commune from any obligation to pay NEOGOV my womta due under this Services
Agreement Customer shall not be nodded to my refund ofany womb paid to NEOGOV m a react ofa termination
based an Customer's default. Notwithstanding the termination of this Services Agreement the parties shelf centime
to comply with the NACHA Rules with respect to transmisaiaa pursuant to this Services Agreement.
17
NEOGOVW
P(bwerDMS
Digital Management Software
.+aw�
Exhibit D
Integralmn Terms Addendum
NEOGOV otfem integrations and platform APIs fat inngradan to thhd party systems ("Integration Services'). Customer
may use only come integration Services purchased or subscribed To m Gong within the NEOGOV Order Form. The following
terms (the "Integration Terms Addendum") shall apply to the extent that Cu other tslilissa a system integration between the
Services and either: (a) an atfilimed integrated servim, including those found at
hppa;[(gninarenv.ram/rm�nmt/mulkmA, r,Pygp) and/or l/erjjdws.( erdms cum ("Affiliated API") or to the extant
that Customer utilves a system hung" ton behvan w s m en urg filisted third -parry service CNCustomer
Appliutiov")iMegnted using NE000V'sspur API ("Open API"). Integration Services arc not evotleble for HRIS Services
and this Exhibit D shall not apply to HRIS Services.
1. Fro n f Inrry��uy�a. SLbjmt to and conditioned . compliance with all moms and conditions act froth in this
Agrewent,NE000V herebygrants Customer a limited, revocable, non-exclusive, mnirana&mbic, non-sublic sable
license during the applicable Tent to use andtor access the Affilfamd API m described in this Agrcemenk or the Open
API for communication between Cusnmer'e human resource related Third applicatnn(s) that will imoroperate with
NEOGOV Services (collectively these rases shall be referteduses the "APP'ter "Imegrahoo'). Customer ackowledg.
them art no implied Basses goosed under this Agreement. NEOGOV reserves ell rights that am.1 expressly granted.
Consumer may net the the API fat my other purpose without oat prior written comsat Cmtomc may not share the API
with my good puny, mug keep the API and all log -in information scum, and muss on the API key as Customer sole
mum ofaccusing the API.
2. Irate,` tiara Intellectual Pr//I+�'(ON. All right, title, and men interest in the API and arty and all information, dam, documts.
morstals, invention, teehv0 allies, know-how, descriptions, mquiremenm, plw, reports, works, mWilctial property,
software, hardware, systems, methods, processes, and invention, contamination, enhancements, improvemots sad
other roodificatios based as or derived from the API me and will remain, as appropriate, with NEOGOV. All tight, title,
and interest in and to the Ibid-party materials, mcludingall intellectual property rights therein, are and will remain with
their respective thud -party rights holden subject To the Inn and condition of the applicable thid-logy Ecersc
agreements. Customer haste right or license with respect to any dmd-party materials except as expremly liamed under
meh third -party Game apcemmts.
3. Inmentim Turns of Usn Except m expressly eullmriced under this Agreement you may not remove any proprietary
.liar from the API; use the APT in any num.or for any purpose that mGingn, misappropriates. or otherwise violet.
any intellectual property r(gblor other right of my person, or that violates my applicable law, combine or integrate the
API with any aflwere, technology, services. or materials not authorised by NEOGOV; design or wrom Customer
Applicatiom(a) su dmble, override, or otherwise inter( with say, NEOGOV-implemrnW communication to ead
mars, conem roams, user settings, tiers, warning, or the like; use the AN in any of Customer Appliation(s) to
replicate or mempuo replace the user exµn'eacc of the Services, m attempt to cloak or coru ml Customer identity or
me ideality afCusmmer Application(s) when nx ueating authorization to use the API.
a. Camara. Trusted, lies mnsibilities Customer, Common developed web or other aftwate services or applicators,
and Customer Wnd-patty vendors that iamgmte with the API (collectively the "Qsssumd Applications"). shall comply
with ell ft. and conditions ofthia Agreement, all applicable law; sees, and regulation, and all guidelinµ standards,
and requirements that may be paged an blips Hani moeov cm/cornect/indatburl and/or
Mere://midocs.rr 7x�Wsdmx cpm from Time to time. In addition, Customer will not use the API in connection with or to
promote anyprodune, a.., or materials that commute, promote, or are used primarily for the purpose ofdogmg is
apyware, adware,or other malicious programs or code, counterfeit goods, items subject to U.S. =huge, unsolicited man
distribution of email ("spam'),muld-level marketing proposes, bate mmeriala, backing, surveillance, interception, or
desemmbling equipment, libelous, defamatory, abscess, pomographic, abusive, or otherwise offensive omeat stolen
products. and items used for theft, hazardous rnteriam, or my illegal activities.
S. Coaa mdi If applicable, Oummmm shall timely provide such cooperation, assistance, and information a NE000V
reasonsbly requests to his the API. NEOGOV is nor renponible or liable for any lam delivery or delay or failure of
performance caused in wholear in pot by Comomces delay in performing, or failure to portions, my ofits obligation
under this Agreement NEOGOV will provide Caatoma meinteaance and support services fat API ismm arising from
the information technology designed developed, and under than current control ofNEOGOV. NEOGOV shall have no
obligation to provide magesence or support for issues arising from the u ction or action of Customer or third panda
ofwhich are outside NEOGOV control.
6. NuvisianofOoa APT. In the event license feuar otherpaymeats art not due in exchange for the right to award access
the Open API, you acknowledge and agree That "arrangement is made i n cosidentio u f the mutualcovenants sin forth
in this Agreement including, without Hodgman, the disclaimers, uchaiom, and limitations of liability sod terra herein.
1E
NEOGOVW
P(DwerDMS
Olgkal Management Software
emwa.
Notwithstanding the foregoing, NEOGOV reserves the right In change for access with effect form the se,rt of ads
Renewal Term by giving Customer at feat ninety (90) day noticepriorm mmmencavent ode Renewal Tenn.
7. PA I Kev. In order to use and access the Opm API, you moat obtain an Opm API key through the registrationprocess.
Customer agrectn monitor Customer Applications for my activity that violence applicable laws, rules and regulation, or
any terms and conditions ofthls Agreement. Including my heudulent, inappropriate, a potentially harmful behavior.
This Agreement does not =title Customer to my mppont for the Open API. You mkvowledge that NEOGOV may
updam or modify the Open API from time to time and at our sate discretion and may require you to obtain and use the
most meant ver ion(s). You eon required to onto my such changes to Cnaoma Applications that me required for
integration a, a result of such Update at Customer sole met and expense. Updates may adversely affectbow Customer
Applications commmicam with the Services.
S. Efficient Pmeesame. You must we efficient programming, which will not cause an overwhelming number ofrequests to
be made in tan short aperiod oftlme, asdetermmcd solely by NEOGOV. Ifthis mmen, NEOGOV reserves the right to
tluertle your AN cUmectimes,or auapeod or termirule your ammo to the Open API. NEOGOV dull use [ae..able
afloat, to provide Customer notice and reasonable time to ease prior an tatiog each actions.
9. Onto API Iamiutioas. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE TAW, IN NO EVENT
WILL NEOGOVBE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT.
NEGLIGENCE, STRICTI.IABI.ITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, LOST
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YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAW.
10. Onto API Tenanted . Notwithstanding the additional Termination rights berem, NEOGOV easy Immediately
terminate or wpend Customer amuse to Open APIs in our sole discretion at my time and fm any maeon, with or without
notice or cause. In addition, your Open API subscription will terminate, immediately and economically without my
notice ifyon violate my ofthe tarru and conditions of this Agreemmrt.
19
8&IS5/!
LN Desch
001
Neogov insight, Government7'obs.com, and
candidate text messages subscription.
Includes 2 years and setup
PO Total 14781.00
***** General Ledger summary section *****
Account Amount
010020-533400 �'"/ �� 14781.00
a..... ru - `-.I It I a J
i. ACCEPTANCEOFPLRCHASEORDFR APachese Order kghenior krrnedde maples by Be Solan.lkieee mompi0/nctlfietlbihe
amoral the Qry Wsescume Me Soarraaam Meortlermwmden and will melutle0very uepeclfled ametlaxmart.
2. ENTIRE AGREEMENT. All spadficationR dronow s and daesWmntled to the Salerwbh the mlderornha adkiblbn off isa ose,
hereby Incorporated heron and made pad herwf. This contract contains the dome agrwmam of the pudm No charge In
emntllim, press, epedfsalbm, tams, or shipping Iruwcfiow will be sowed except on %sines autienty of the City Purchasing
Deperinad Any adtlNbsl or difererx tams ad conditions prepped by the Baler am objected to and tereby rakcted uoess
spodicely agreed 0 by Be cry.
3. INTENTIONALLY OMITTED.
6. INTENTIONALLYOMITIED.
S. DEFAULT. TimeleN the ecaanmdMtscanbed end lldohery, datmatime llama drumming ofmMcos Is mteomplafed by ere
mine mounted, Me City reseaas Me tight wlThaA tiabeily, In addition b Its other rights and more les to laminae, Nis control by
rolls eOecBve ohm mum by Me Sole, as b stated Bass not yet mimed or sommes not yet rendered, and to sworme subsWrte
Bans orservkos elsewhere and charge th ller wflhamand at Imes Inwood.
B. TRANSPORTATION CHARGES. Transportation expnses M all shipmenle shall be morel b devina . Shipments sent C.OD.or
frelghl called without the Cllyb whom confined v l not be accepted and will at Sellers disk and expense be mtumed to Sailer. No
changes will he allowed by the dry fa benspatetion. poking, cartage or comild ran unless olhenrim sultronwd In Me Purchaw
Oder.
7. UNAVOIDABLE DEIAY. If tie Setter Is delayed in the do'rvery, of goods purchaded ceder the Pumhem Oder by a came beyond to
control, Seller must Monot aley upon recen, knowledge of ouch delay, No wddan mike to the Day and rwumt a reasonable
axe,nsbn clime. The City shall smmim to mutual and determine I1Ma Better Is added I0 mensuration.
B. QUANTITY. Otrengties humlostl In excess of Maze speeded In Me Purelaw Oder will not the easpted and Mill be hod el Sel disk
sndaxpense.
B. INSPECTION. Nobel or equiplmnt purchased are object binwadtm and apptwal et Me CBy'e d isdina. The City remrvm Me
might to l and refine acceptase of Bens Middl ere rat In accordance yr M Iwtradbna, specifications, dromil , or data of Seers
wanenty, (exprem or Implied). Rejected nationals or equipment shall be removed by, or at Me examm, d MI Seger pmmplly All
rejection.
10, INfENTIONALLY OMITTED.
11. REGULATORY COA&L61NCE.Sold, remments and wamnts that Ile goods or conflicts hxnitiml lereurda(IncludMg a labels,
packepw, and oaMla for said goads) an" wIM al appilade m endams, mles am! regulators; In affad ode Ban requh noway of
erg Federal. Slate ad local laws, none and regulations w applicable, Including Me Ocaphonal Softly and Heft Ad as amended adM
depecl to design, cons WNco, manotacane or use forlheir Intended purpose of cold goods oreelYice6. Smor shal full %lateral
Salt' Ode Shins' incompliance sm the Fbda Right To Non Lax, Floodo Slbb Chapter 402.
12. ROYALTIES AND PATENTS. Sago slab M0 m)dAm and Room fora. Seller shall defend A al and dalms M arrangement of any
ptnM copyright or wadomark rglm arm stall hold Me Cry, tartNeu from loss on eapnt thereof.
13. INSURANCE. The Seiler Mall romMin Iwmaaxe as spaeBad arm oMembe requlred by Me *.
14. PAYMENT. Payments will be made whin 30 days of lire arms of Me face of die order, or, the Sellers lmool Miiaever are more
fav rsom W Me Clly and payment Mean Merafare stab be ealWated from Me realm dlnrelm abwl Imminence 04 To goods.
whichsves It fall
15. IDENTIFICATION. Invokes In duptxa a Mil, prime sot out and 9" the caned Purchase Order Number matt be seat b Me address
shown an Me face of this odor oMaxbe pay nom of Soles account may lea delayed. The Nicholas Order Number shag winter an al
Invoices, bmw, packages, shipping documer s, and anwprdence, and the and ofcmnlenb shell es arxbaed In won box or potato.
16. TERMINATION. Buyer may, within to that ninety (90) days of Me al of Me Subsdiption Term, terminal MI order In
whole or In mn by will. or idegaphic notice err verbal notion torch In totting. Upon Whorl yin convenience of Me
Buyer'. Ban Buyer will mums resincra illy for specific conradual or scheduled Bmrolel cammtlmente made prior to notice d
terminal It. however, terminal Is occasioned by Me Sellers small or any condMon hared. inducing breads of wmrenly or
by Seller. Maley, except der fur circumstances beyond Me Sahara control and acted Sellers fault or wglg... Sellershall not be
enthied to my Balm or axis or any pool and Buyer ahem have against Seller alimmadla provided by Law endaWiy.
17, TA%ES.The Clylewempt M1om USlceMfoceltwm. Fxemptlans nunbx is pdnletlaMe reYOna side haled.Th190mel ehellmoem
Ma exemption adlAare.
18. UW GOVERNING. Thkcontrai shall begmemed byamconsbued snonfil I to law aide SlaardFbnda.