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10/01/2019 Agreement County of Monroesue`'; °;- BOARD OF COUNTY COMMISSIONERS <' I Mayor Sylvia J.Murphy,District 5 The Florida Keys Mayor Pro Tem Danny L. Kolhage,District I Michelle Coldiron,District 2 Heather Carruthers,District 3 David Rice,District 4 Monroe County Board of County Commissioners Office of the County Administrator The Historic Gato Cigar Factory 1100 Simonton Street, Suite 205 Key West, FL 33040 (305)292-4441 —Phone (305)292-4544-Fax MEMORANDUM TO: Pam Hancock, Deputy Clerk FROM: Lindsey Ballard, Aide to County Administrator DATE: October 1, 2019 SUBJECT: Small Contract J t o GGI�/� 17,. Small contract for your records only. Cf191— Enclosures: NEOGOV— 1 copy I°I Z /t,c. .t � . ATTACHMENT D.6 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS LESS THAN $50,000.00 Contract with: NEOGOV Contract# Effective Date: October 1,2019 Expiration Date: See Agreement Contract Purpose/Description: Agreement between Govemmentjobs.com, Inc (NEOGOV)and Monroe County BOCC for Recruiting/Job Board,Training, and Onboarding software. BContract is OriginalContract Am- t• •• • • n'ion Renewal Contract Manager: Bryan Cook 1 4458 Employee Services/Stop#1 (Name) xt. (Department/Stop#) CONTRACT COSTS Total Dollar Value of Contract: S45,91100 Current Year Portion: $ S45,915.00 (must be less than S50,000) (lfmultiyear agreement then requires BOCC approval,unless the total cumulative amount is less than S50.000.00). Budgeted? Yesnl ccoun o es: 1-06500-120 Grant: $ - - T County Match: $ - - - - ADDITIONAL COSTS Estimated Ongoing Costs: $ N/A /yr For: (Not included in dollar value above) (e.g. maintenance,utilities,janitorial,salaries,etc.) CONTRACT REVIEW Changes Date Out D to Needed� le r Department Head 1�?7�in YesQNo �677(1 Jaclyn Flatt - .� — 1E Risk Management Yes❑No❑ 9/27/ --- --«- O.M.B./Purchasing CI/a 7h YesQ No❑ (\jj\aff\-a -t �[9 9-27-2019County Attorney9/27/2019YesQ No® Comments: N EOG \' M nimr. NEOGOV ORDERING FOR Employee Count:575 FT, 15 PT Governmentjobs com,Inc.(dba"NEOGOV") 300 Continental Blvd.,Suite 565 El Segundo,CA 90245 accountin_ eo_ov.com USt Customer Monroe.County of(hl.) Customer Bryan Cook Name: Contact Name: Customer Email Address: cook-bryan@monroecounty-fl.gov Address: ee ummarr „ Description of Subscriptions SaaS Subscription on-Recurring Service Fee Fees .., frofessionalSeCvice. ,_ Sub-Totals Insight Enterprise (IN) $12,,59 0$6,297.50 $4440.00$3,000.00 $16.595.00 S9.297.50 Position Management (PM) NA NA NA GovernmentJobs.com (GJC) $2,330.00$1,175.00 $0.00 $ 340.00$1.175.00 Perform (PE) NA NA NA E-Forms (EF) NA NA NA Onboard (ON) $1-0,995.00$5,497.50 $3,004:00$2,000.00 AAA$7.497.50 Learn (LE) $22,945.00 $5,000.00 $27.945.00 Integrations (IG) NA NA NA Core HR (CHR) NA NA NA Payroll (PR) NA NA NA Time&Attendance (TA) NA NA NA $60,855.00 Order Total: $45,915.00 A. Agreement and Applicable Modifications to the Agreement. I. Agreement.This Ordering Document and the Services purchased herein are governed by the terms of the Services Agreement either affixed hereto or the version most recently published prior to execution of this Ordering Document available at https://www.neoaov.com/service- snecificationg,as well as the Service Specifications and applicable Schedules incorporated therein. 2. Effectiveness&Modification.Neither Customer nor NEOGOV will be bound by this Ordering Document until it has been signed by its authorized representative.This Order Form may not be modified or amended except through a written instrument signed by the parties. B. General Terms Summary. I. 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. 2. The Effective Date.This Order is made and entered into as of the date of Customer signature on this Order Document(the"Effective Date"). 3. SaaS Subscription(s)Start Date.The Effective Date. 4. Billing Frequency.Annual.Net 30 from Customer receipt of NEOGOV invoice. 5.Order of Precedence.This Ordering Document shall take precedence in the event of direct conflict with the Services Agreement,applicable Schedules,and Service Specifications. 6.Offer Validity.This Order is valid for 30 days from the date of Customer receipt of this Ordering Document unless extended by NEOGOV. C.Special Conditions(if any). I. Insurance: Prior to or at the time of execution of this Agreement,the Contractor shall provide certificates of insurance with the following coverages: a. General liability,minimum amount$300,000 combined single limit b. Professional liability,minimum limits$300,000 per occurrence/$500,000 aggregate c. Workers'compensation,statutory amounts d. Employer's liability,minimum limits$100,000 bodily injury by accident,$500,000 bodily injury by disease,policy limits, $100,000 bodily injury by disease,each employee e. Cyber liability,minimum limits$1,000,000 1 of 3 vs i iM 2. The Commercial General Liability and Errors&Omissions coverage will include Monroe County as an additional insured but only to the extent of liabilities falling within Neogov's indemnity obligations pursuant to the terms of this Agreement. a.Indemnification. Paragraph 13(a)in the Services Agreement is revised and replaced in its entirety with the following: , i. Subject to subsections(b)through(d)of Paragraph 13 in the Services Agreement,NEOGOV agrees to defend and indemnify the County, its officers and employees from any and all claims, losses,or damages asserted against the County by third parties,arising out of or in connection with services provided by NEOGOV,if the County does the following: 1. Notifies NEOGOV promptly in writing,not later than thirty(30)days after Customer receives notice of the claim(or sooner if required by applicable law); 2. Gives NEOGOV sole control of the defense and any settlement negotiations;and 3. Gives NEOGOV the information,authority,and assistance NEOGOV needs to defend against or settle the claim. 3. The County shall be named as an additional insured on the General Liability and Cyber Liability policies. The Contractor shall provide additional certificates as necessary whenever the insurance expires and is renewed. The Contractor shall keep the coverages in force throughout the term of the Agreement. 4. Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Monroe County Board of County Commissioners. 5. (F.S.287.133): Any person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid,proposal,or reply on a contract with a public entity,may not submit a bid,proposal,or reply on a contract with a public entity for the construction or repair of a public building or public work,may not submit bids on leases of real property to public entity,may not be awarded or perform work as a contractor,supplier,subcontractor,or consultant under a contract with any public entity,and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017,for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 6. Monroe County Ordinance No.010-1990: The contractor warrants that he/it had not employed,retained or otherwise had act on his/its behalf any former County officer or employee subject to the prohibition of Section 2 of Ordinance No.010-1990 or any County officer or employee in violation of Section 3 of Ordinance No.020-1990. For breach or violation of this provision the County may,in its discretion,terminate this contract without liability and may also,in its discretion,deduct from the contract or purchase price,or otherwise recover the full amount of any fee,commission,percentage,gift,or consideration paid to the former County officer or employee. 7. Public Records(FS 119.0701). The Contractor shall: a. Keep and maintain public records required by the public agency to perform the service. b. Upon request from the public agency's custodian of public records,provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. c. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency. d. Upon completion of the contract,transfer,at no cost,to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service.If the contractor transfers all public records to the public agency upon completion of the contract,the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements.If the contractor keeps and maintains public records upon completion of the contract,the contractor shall meet all applicable requirements for retaining public records.All records stored electronically must be provided to the public agency,upon request from the public agency's custodian of public records,in a format that is compatible with the information technology systems of the public agency. 8. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,FLORIDA STATUTES,TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT Brian Bradley, Monroe County Records Custodian, (305) 292-3470, Bradley-brian@monroecounty-fl.eov, Monroe County Attorney's Office,1111 12th St.#408,Key West,FL 33040.. 9. At Customer's request,Section 19(Taxes)of the NEOGOV Services Agreement is hereby removed in its entirety and shall be given no force or effect. 10. Section 2(b)(Delivery and Subscription Term)is replaced with the following:Delivery and Subscription Term.NEOGOV delivers each SaaS Application by providing Customer with online access.When you access NEOGOV SaaS Applications,you are accepting it for use in accordance with this Agreement. Unless otherwise specified in an applicable Ordering Document, SaaS Subscriptions shall commence on the Effective Date and remain in effect for twenty-four(24)consecutive months,unless terminated earlier in accordance with this Agreement(the"Initial Term").NEOGOV shall provide Customer access to the SaaS Applications within a reasonable time following the Effective Date unless otherwise agreed. 11. Should Customer purchase all SaaS Services listed herein and return a signed copy of this Order Form to NEOGOV within sixty(60) days of Customer's receipt,Customer shall receive 50%off list price for Insight,governmenjobs.com&Onboard year 1 Subscription Fees. 12. Should Customer implement and receive'go-live'status for Insight&Onboard within six(6)months of their implementation start date,Customer is entitled to a 100%credit of Insight&Onboard Professional Service Fees of which shall be attributed to their year 2 Insight&Onboard Subscription Fees.Should Customer implement and receive'go-live'status for Insight&Onboard within nine(9) months of their implementation start date,Customer is entitled to a 50%credit of Insight&Onboard Professional Service Fees of which shall be attributed to their year 2 Insight&Onboard Subscription Fees 2 of 3 NEOGOVM IN WITNESS WHEREOF,the parties have caused this Order to be executed by their respective duly authorized officers as of the date set forth below.and consent to the Agreement. Customer .. <.y Entity Name: Monroe County 4111 Signature: ,I Signature: (� ,t1' ti'1V CO K-r7 tl). Print Name: fhb/ Print Name: John cross Date: S?tfm d 3-, 3171,9 Date: 9i27i2019 APPROVED AS TO FORM AND CONTENT: MONROE COUNTY ATTORNEY'S OFFICE Digitally signed by Cynthia L.Hall DN:cn=Cynthia L.Hall,o=Monroe CreA; FFF �. /D County BOCC,ou,email=hall- flagcynthia@monroecounty-fl.gov, c=US Date:2019.09.27 15:47:27-04'00' 3 of 3 NEOGOVTM You agree that by placing an order through a NEOGOV standard ordering document(the"Order"or "Ordering Document")you agree to follow and be bound by the terms and conditions set forth herein."Governmentjobs.com","NEOGOV","we",and"our" means Governmentjobs.com, Inc.(dba"NEOGOV")and, where applicable, its affiliates; "Customer", "you", "your"means the Governmentjobs.com client,customer,or subscriber identified in the Ordering Document. If you are placing such an Order on behalf of a legal entity,you represent that you have the authority to bind such entity to the terms and conditions of the Ordering Document and these terms and,in such event,"you"and"your"as used in these agreement terms shall refer to such entity."Agreement"shall be used to collectively refer to this NEOGOV Services Agreement(the"Services Agreement"),documents incorporated herein including the applicable Ordering Document and Schedule(s),and Special Conditions (if any). 1. Provision of Services. Subject to the terms of this Agreement NEOGOV hereby agrees to provide Customer with, and/or access its SaaS Applications,Integrations,and Professional Services(each defined below)included or ordered by Customer in the applicable Ordering Document(collectively referred to as the"Services").Customer hereby acknowledges and agrees that NEOGOV's provision and performance of,and Customer's access to,the Services is dependent and conditioned upon Customer's full performance of its duties,obligations and responsibilities hereunder.This Agreement entered into as of the date of your signature on an applicable Ordering Document(the"Effective Date").The Agreement supersedes any prior and contemporaneous discussions,agreements or representations and warranties. 2. SaaS Subscription Grant. a) SaaS Subscription."SaaS Applications"means each proprietary NEOGOV web-based software-as-a-service application that may be set forth on an Order and subsequently made available by NEOGOV to customer,and associated components as described in the Service Specifications made available to Customer by NEOGOV in connection with the provision of SaaS Applications.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 (a) access and use, and to permit Authorized Users to access and use, the SaaS Applications specified in the Order solely for Customer's internal purposes;(b)generate,print,and download Customer Data as may result from any access to or use of the SaaS Applications;and(c)train Authorized Users in uses of the SaaS Applications permitted hereunder(these rights shall collectively be referred to as the"SaaS Subscription")."Authorized Users"means (i)Customer employees and(ii)Customer agents,contractors,consultants,and their respective employees,all of which are pre-approved by NEOGOV. b) Delivery and Subscription Term.NEOGOV delivers each SaaS Application by providing Customer with online access. When you access NEOGOV SaaS Applications,you are accepting it for use in accordance with this Agreement.Unless otherwise specified in an applicable Ordering Document,SaaS Subscriptions shall commence on the Effective Date and remain in effect for twelve(12)consecutive months, unless terminated earlier in accordance with this Agreement(the "Initial Term"). NEOGOV shall provide Customer access to the SaaS Applications within a reasonable time following the Effective Date unless otherwise agreed. c) Content License. Should Customer purchase access to SaaS Applications containing audio-visual content("Licensed Content"),NEOGOV grants to Customer a non-exclusive, non-transferable,and non-sublicensable license, during the applicable Term,for Authorized Users to access and view the Licensed Content within the SaaS Application.Customer shall not permit the Licensed Content to be,or appear to be,reproduced,performed,displayed,or distributed on,as part of or in connection with any website or other online area other than the SaaS Application.Customer shall not edit,alter, modify,combine with other content,or create any derivative works of the Licensed Content. d) Program Documentation.Program Documentation shall mean all user guides,training,and implementation material,and Service descriptions provided by NEOGOV to Customer in connection with the Services.NEOGOV hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use, print, and distribute internally via non- public platforms, the Program Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services. e) Prohibited Access.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. NSA-v050119-PUBLISHED May 1,2019 1 NEOGIIVTM 3. Professional Services. "Professional Services" shall mean professional consulting services purchased by Customer in an applicable Ordering Document or NEOGOV Scope of Work (SOW) relating to assistance, training, deployment, usage, customizations, accessory data processing, and best practices of and concerning the SaaS Applications. NEOGOV shall provide the Professional Services purchased in the applicable Order Form or SOW,as the case may be.Professional Services may be ordered by Customer pursuant to a SOW and Service Specifications describing the work to be performed,fees,and any applicable milestones, dependencies, and other technical specifications or related information. Order Forms or SOWs must be signed by both parties before NEOGOV shall commence work.If the parties do not execute a separate Statement of Work,the Services shall be provided as stated on the Order Form and this Agreement and documents incorporated herein shall control. 4. Segmentation. 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. 5. Payment Terms. Unless otherwise stated in an Ordering Document,Customer shall pay all Subscription fees("Subscription Fees") and Professional Service fees ("Professional Service Fees", collectively the "Fees") within thirty (30) days of Customer's receipt of NEOGOV's invoice.Fees shall be invoiced annually in advance and in a single invoice for each Term. Invoices shall be delivered to the stated"Bill To"party on the Ordering Document.Unless explicitly provided otherwise,once placed the Ordering Document is non-cancellable and,sums paid nonrefundable. Subscription Fees are based upon the Customer's employee count and the amount of Customer Data NEOGOV maintains in its systems for Customer.Customer shall not exceed the employee amount its Subscription Fees are based off of unless applicable supplemental Subscription Fees are paid. The Term for the Services is a continuous and non-divisible commitment for the full duration regardless of any invoice schedule.If Customer issues a purchase order,then it shall be for the full amount set forth in the applicable NEOGOV invoice or Ordering Document.Failure to provide NEOGOV with a corresponding purchase order shall not relieve Customer of its payment obligations. Except as otherwise specifically stated in the Ordering Document,NEOGOV may change the charges for the Services with effect from the start of each Renewal Term by giving Customer at least thirty(30)day notice prior to commencement of a Renewal Term. 6. Term and Termination. a) Term. Unless otherwise specified in an applicable Ordering Document,this Agreement shall commence on the Effective Date.This Agreement shall remain in effect until all SaaS Subscriptions have expired and/or both parties have achieved full performance of Professional Services or other services detailed in a SOW,unless it is terminated earlier in accordance with this Agreement. b) Termination for Cause. Either Party may terminate this Agreement immediately if the other is in material breach of this Agreement and such breach is not cured,within thirty(30)days following non-breaching party's written specification of the breach.NEOGOV may suspend the Services or terminate this Agreement immediately in the event the Services or Customer's use of the Services provided hereunder become illegal or contrary to any applicable law,rule,regulation,or public policy. c) Effect of Termination. 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, after expiration or termination of this Agreement NEOGOV may remove Customer Data from NEOGOV Services and without Customer consent or notice. 7. Service Specifications. "Service Specifications" means the following documents, as applicable to the Services under your Order: Program Documentation, Service Schedules, Terms of Use, Security Statements, Retention, Cookie, and Privacy Policies.The Service Specifications describe and govern the Services. Online Service Specifications may be made available at https://www.neogov.com/service-specifications or provided upon Customer request. All applicable Service Specifications are incorporated into this Agreement. Excluding Service Schedules, NEOGOV may update the Service Specifications to reflect changes in,among other things,laws,regulations,rules,technology,industry practices,patterns of system use,Updates and Upgrades,and availability of third-party services. 8. Maintenance,Modifications and Support Services. a) Maintenance.NEOGOV maintains NEOGOV's hardware and software infrastructure for the Services and is responsible for maintaining the NEOGOV server operation, software delivery, NEOGOV database security, and integrity of Customer Data stored in the NEOGOV database.Preventive system maintenance is conducted by NEOGOV from time NSA-v050119-PUBLISHED May 1,2019 2 TM NE0Gov to time and is addressed in a variety of methods including scalable architecture and infrastructure, log checking, performance maintenance,and other preventative tasks. b) Modifications,Updates,and Upgrades. 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. c) Training Materials.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. d) Implementation.For Services requiring implementation,NEOGOV implementation supplements the Training Materials and is conducted off-site,unless otherwise agreed in the Ordering Document. NEOGOV personnel will provide dedicated consultation on best practices for setting up the Services,answer Customer questions during the implementation period, and ensure Personnel grasp the system. e) Support. Phone support for the Services is available to Customer between the hours of 6:00AM and 6:00PM, Pacific Time,Monday through Friday,excluding NEOGOV holidays. Online support for the Services is available 24 hours a day,seven days a week. The length of time for a resolution of any problem is fully dependent on the type of case(i.e., High/Medium/Low priority,question,enhancement request). f) Limitations.Unless otherwise specified in the Ordering Document,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.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. 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 or Job Seeker Profile Data collected, loaded into, or located in Customer data files maintained by NEOGOV.NEOGOV intellectual property, including but not limited to the Services and all derivative works thereof, NEOGOV Confidential Information, and Platform Data do not fall within the meaning of the term "Customer Data". Customer exclusively own all right,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. b) Platform Data. "Platform Data" shall mean any data reflecting the access or use of the Services by or on behalf of Customer or any Authorized User, including any end user visit, session, impression,clickthrough or click stream data, non-personal Usage Data,Account,Log,Device,Publication,Tracking,and Transaction Data as defined in NEOGOV's Privacy Policy,and any statistical 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.NEOGOV grants to Customer a limited,non-perpetual,non-exclusive,non-transferable,and non-sublicensable license during the Term to use and access, NSA-v050119-PUBLISHED May 1,2019 3 TM NE0Gov and to permit Authorized Users to use and access,Platform Data of which NEOGOV makes available through the SaaS Applications solely for Customer's internal purposes. c) Privacy. NEOGOV shall process all data in accord with the NEOGOV Privacy Policy available at https://www.neogov.com/privacy-policy. The defined terms in the NEOGOV Privacy Policy shall have the same meaning in this Agreement unless otherwise specified herein. d) Data Responsibilities.NEOGOV will have no responsibility or liability for the accuracy of the Customer Data prior to receipt of such data into the Services.Customer shall be solely responsible for and shall comply with all applicable laws and regulations relating to (i) the accuracy and completeness of all information input, submitted, or uploaded to the Services, (ii) the privacy of users of the Services, including, without limitation, providing appropriate notices to and obtaining appropriate consents from any individuals to whom Customer Data relates; and (iii) the collection, use, modification, alteration, extraction, retention, copying, storage, security, disclosure, transfer, disposal, and other processing of any Customer Data inside and outside the Services(including any personally identifiable information),and (iv) Customer database(s).NEOGOV is not responsible for lost data caused by the action or inaction of Customer or Authorized Users. NEOGOV recommends Customer backup their Customer Data outside the Services if necessary. Unless vital to provide the Services or otherwise mutually agreed in writing, Customer shall not maintain any health, payment card, or similarly sensitive data that imposes specific data security or data protection obligations within the Services. e) Service Usage.NEOGOV may set forth Fees for designated levels of usage and data storage within each SaaS Application (each a"Storage Quota"),beginning with the Fees payable by Customer for the levels of usage and data storage in effect as of the Effective Date.NEOGOV will use commercially reasonable efforts to notify Customer in writing if Customer has reached 80 percent of its then current Storage Quota and Customer may increase its Storage Quota and corresponding Fee obligations in accordance with NEOGOV's then current usage price tiers. Customer acknowledges that exceeding its then-current Service Allocation may result in service degradation for Customer and other NEOGOV customers and • agrees that(i)NEOGOV has no obligation to permit Customer to exceed its then-current Storage Quota and(ii)Customer is not entitled to any Service Level Credit for periods during which Customer exceeds its then-current Storage Quota, regardless of whether the Services fail to meet any availability requirement during such period. f) External Breach. In the event of a security breach,as defined by applicable law,by anyone other than your employee, contractor,or agent, upon discovery of such breach,NEOGOV will:(a)initiate remedial actions that are in compliance with applicable law and consistent with industry standards;and(b)notify you of the security breach,its nature and scope, and the remedial actions NEOGOV will undertake as determined solely by NEOGOV. g) Internal Breach. In the event of a security breach, as defined by applicable law, by your Personnel, Authorized, or unauthorized user, contractor or agent, you shall have sole responsibility for initiating remedial actions and you shall notify NEOGOV immediately of the breach and steps you will take to remedy the breach. 11. Nondisclosure.Through exercise of each party's rights under this Agreement,each party may be exposed to the other party's technical, financial, business, marketing, planning, and other information and data in written, oral, electronic, magnetic, photographic, and/or other forms, including, but not limited to (a) oral and written communications of one party with the officers and staff of the other party which are marked or identified as confidential or secret or similarly marked or identified, (b) other communications which a reasonable person would recognize from the surrounding facts and circumstances to be confidential or secret,and(c)trade secrets(collectively,"Confidential Information").In recognition of the other party's need to protect its legitimate business interests,each party hereby covenants and agrees that it shall regard and treat each item of information or data constituting Confidential Information of the other party as strictly confidential and wholly owned by such other party and that it will not, (x)without the express prior written consent of the other party, (y)except as permitted or authorized herein or,(z)except as required by law including the Public Records Act of the Customer's State, redistribute, market,publish,disclose,or divulge to any other person,firm or entity,or use or modify for use,directly or indirectly in any way for any person or entity:(i)any of the other party's Confidential Information during the Term and for a period of three (3)years thereafter or,if later,from the last date Services(including any warranty work)are performed by the disclosing party hereunder;and(ii) any of the other party's trade secrets at any time during which such information shall constitute a trade secret under applicable law. In association with NEOGOV's concern for the protection of trade secrets, Confidential Information,and fair market competition,Customer acknowledges all photos,"screen captures",videos,or related media of NEOGOV products, pages, and related documentation shall be approved by NEOGOV prior to any publicly accessible disclosure of such media. 12. Representations,Warranties,and Disclaimers. a) Service Performance Warranty. NEOGOV warrants that it will perform the Services in a manner consistent with industry standards reasonably applicable to the performance thereof. NSA-v050119-PUBLISHED May 1,2019 4 • TM N EOG b) No Other Warranty.EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS WARRANTY SECTION, THE SERVICES ARE PROVIDED ON AN"AS IS"BASIS,AND CUSTOMER'S USE OF THE SERVICES IS AT ITS OWN RISK.NEOGOV DOES NOT MAKE,AND HEREBY DISCLAIMS,ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NEOGOV DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED,ERROR-FREE,OR COMPLETELY SECURE,OR THAT ANY ERROR WILL BE CORRECTED. c) Disclaimer of Actions Caused by and/or Under the Control of Third Parties. NEOGOV DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM THE NEOGOV SYSTEM AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES,ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT CUSTOMER'S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ALTHOUGH NEOGOV WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, NEOGOV CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY,NEOGOV DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS. d) Configurable Services.The Services can be used in ways that do not comply with applicable laws and it is Customer's sole responsibility to monitor the use of the Services to ensure that such use complies with and is in accordance with applicable law. In no event shall NEOGOV be responsible or liable for Customer failure to comply with applicable law in connection with your use of the Services.NEOGOV is not responsible for any harm caused by users who were not authorized to have access to the Services but who were able to gain access because usernames,passwords,or accounts were not terminated on a timely basis by Customer. e) Services Do Not Constitute Advice or Credit Reporting. NEOGOV does not provide its customers with legal advice regarding compliance,data privacy,or other relevant applicable laws in the jurisdictions in which you use the Services. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES PROVIDED HEREUNDER ARE NOT INTENDED TO BE AND WILL NOT BE RELIED UPON BY YOU AS EITHER LEGAL,FINANCIAL,INSURANCE,OR TAX ADVICE.TO THE EXTENT YOU REQUIRE ANY SUCH ADVICE,YOU REPRESENT THAT YOU WILL SEEK SUCH ADVICE FROM QUALIFIED LEGAL, FINANCIAL, INSURANCE, ACCOUNTING, OR OTHER PROFESSIONALS. YOU SHOULD REVIEW APPLICABLE LAW IN ALL JURISDICTIONS WHERE YOU OPERATE AND HAVE EMPLOYEES AND CONSULT EXPERIENCED COUNSEL FOR LEGAL ADVICE.YOU ACKNOWLEDGE THAT NEOGOV IS NOT A "CONSUMER REPORTING AGENCY" AS THAT TERM IS DEFINED IN THE FAIR CREDIT REPORTING ACT AS AMENDED. f) No Control of HR Practices.You acknowledge that NEOGOV exercises no control over your specific human resource practices implemented using the Service or your decisions as to employment,promotion,termination,or compensation of any Personnel or Authorized User of the Service.You further agree and acknowledge that NEOGOV does not have a direct relationship with your employees and that you are responsible for all contact,questions,Customer Data updates and collection,with your employees.In addition,you are responsible for the privacy(including your own privacy policies governing your processing of Customer Data), collection,use, retention and processing of your Customer Data, and providing any and all notices and information to your employees regarding the foregoing, in compliance with all applicable laws.NEOGOV hereby disclaims all liability arising from your decisions and from harmful data or code uploaded to the Service by you and/or your employees,contractors or agents. g) Customer Compliance. Customer shall be responsible for ensuring that Customer's:use of the Services and the performance of Customer's other obligations hereunder comply with all applicable rules,regulations, laws, codes,and ordinances. Customer is responsible for Customer's information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services equipment and facilities required to access the Services. Customer shall be responsible for procuring all licenses of third-party software necessary for Customer's use of the Services.Customer is responsible and liable for all uses of the Services,directly or indirectly,whether such access or use is permitted by or in violation of this Agreement. All users of the Services are obligated to abide by the Terms of Use available at https://www.neogov.com/terms-of-use. Customer shall take reasonable efforts to make all users,whether Authorized or unauthorized, aware of this Agreement's provisions as applicable to such user's use of the Services and shall cause users to comply with such provisions. NSA-v050119-PUBLISHED May 1,2019 5 • NEOGI: VTM 13. Indemnification. a) Indemnity. Subject to subsections(b)through(d)of this Section, if a third party makes a claim against Customer that any NEOGOV intellectual property furnished by NEOGOV and used by Customer infringes a third party's intellectual property rights,NEOGOV will defend the Customer against the claim and indemnify the Customer from the damages and liabilities awarded by the court to the third-party claiming infringement or the settlement agreed to by NEOGOV,if Customer does the following: " i. Notifies NEOGOV promptly in writing,not later than thirty(30)days after Customer receives.notice of the claim (or sooner if required by applicable law); ii. Gives NEOGOV sole control of the defense and any settlement negotiations;and iii. Gives NEOGOV the information,authority,and assistance NEOGOV needs to defend against or settle the claim. b) Alternative Resolution.If NEOGOV believes or it is determined that any of the Services may have violated a third party's intellectual property rights,NEOGOV may choose to either modify the Services to be non-infringing or obtain a license to allow for continued use.If these alternatives are not commercially reasonable,NEOGOV may end the subscription or license for the Services and refund a.pro-rata portion of any fees covering the whole months that would have remained, absent such early termination,following the effective date of such early termination. c) No 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.NEOGOV will not indemnify Customer for any intellectual property infringement claim(s)known to Customer at the time subscription rights are obtained. d) Exclusive Remedy. This Section provides the exclusive remedy for any intellectual property infringement claims or damages against NEOGOV. 14. Limitations of Liability. a) Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY OTHER PERSON OR ENTITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CUSTOMER'S USE OR, OR INABILITY TO USE, THE SERVICES, UNDER ANY CIRCUMSTANCE, CAUSE OF ACTION OR THEORY OF LIABILITY,OR DUE TO ANY EVENT WHATSOEVER,FOR ANY CONSEQUENTIAL,INDIRECT, INCIDENTAL,SPECIAL,OR EXEMPLARY DAMAGES OF ANY KIND,INCLUDING,WITHOUT LIMITATION, LOSS OF BUSINESS OPPORTUNITY OR PROFIT, LOSS OF USE, LOSS OF GOODWILL OR BUSINESS STOPPAGE, EVEN IF A PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. b) Limitation. WITHOUT LIMITATION OF THE PREVIOUS SECTION, EXCEPT FOR DAMAGES ARISING OUT OF LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED OR LIMITED, CUSTOMER'S OBLIGATIONS TO MAKE PAYMENT UNDER THIS AGREEMENT, OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF NEOGOV INTELLECTUAL PROPERTY RIGHTS, THE TOTAL LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS AGAINST THE OTHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF ALL PAYMENTS ACTUALLY RECEIVED BY NEOGOV FROM CUSTOMER DURING THE RELEVANT YEAR OF THIS AGREEMENT DURING WHICH THE CAUSE OF ACTION AROSE. THE FOREGOING LIMITATION OF LIABILITY IS CUMULATIVE WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES IN CONNECTION WITH THIS AGREEMENT BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND NSA-v050119-PUBLISHED May 1,2019 '' TM N EOG UNKNOWN)THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT AND HAS BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT. c) Independent Allocations of Risk.Each provision of this Agreement that provides for a limitation of liability,disclaimer of warranties,or exclusion of damages represents an agreed allocation of the risks of this Agreement between the Parties. This allocation is reflected in the pricing offered by NEOGOV to Customer. Each of these provisions is severable and independent of all other provisions of this Agreement. 15. Trial and Beta Services; Integrations. To the extent Customer utilizes Trial, Beta, or NEOGOV Integration Services, the Schedules relevant to such Services found at https://www.neogov.com/service-specifications are incorporated herein and shall supplement the Services Agreement. 16. E-Signatures. a) E-Signature Provisioning&Consent.NEOGOV E-Forms and other electronically signed services("E-Signatures")are provided by NEOGOV for two counterparties (generally a government employer(the"sending party") subscribing to NEOGOV Services and Personnel or Job Seekers)to electronically sign documents.If you use E-Signatures offered by NEOGOV,you agree to the statements set forth in this Section.Whenever you sign a document using E-Signatures you affirmatively consent to using electronic signatures via the.E-Signatures and consent to conducting electronic business transactions. You also confirm that you are able to access the E-Signatures and the document you are signing electronically. When using E-Signatures for a document, your consent applies only to the matter(s) covered by that particular document. b) Right to Opt-Out of E-Signatures. You are not required to use E-Signatures or accept electronic documents provided thereby.Personnel and Job Seekers can choose to not use E-Signatures and may sign the document manually instead by notifying the sending party they are choosing to do so and by obtaining a non-electronic copy of the document.NEOOGV assumes no responsibility for providing non-electronic documents. In the event a non-sending party elects to sign the document manually,do not use E-Signatures to sign the document. c) Electronic Download. If you have signed a document electronically using E-Signatures and transmitted it back to the sending party,NEOGOV provides the opportunity to download and print a paper copy of the document at no charge.If you later withdrawn your consent to using E-Signatures, please notify the sending party and stop using E-Signatures. Note that the decision to stop using E-Signatures after you have already used it does not change the legality of the documents you have previously signed using an electronic signature. d) E-Signature Validity.PLEASE NOTE THAT NEOGOV'S STATEMENTS CONTAINED HEREIN OR ELSEWHERE CONCERNING THE VALIDITY OF ELECTRONIC DOCUMENTS AND/OR THE SIGNATURE LINES OF DOCUMENTS THAT ARE ELECTRONICALLY SIGNED ARE FOR INFORMATIONAL PURPOSES ONLY; THEY SHOULD NOT BE CONSTRUED AS LEGAL ADVICE. UNDER FEDERAL AND STATE LAWS GOVERNING ELECTRONIC SIGNATURES, ELECTRONIC SIGNATURES ON CERTAIN TYPES OF AGREEMENTS ARE NOT ENFORCEABLE. NEOGOV HEREBY DISCLAIMS ANY RESPONSIBILITY FOR ENSURING THAT DOCUMENTS ELECTRONICALLY SIGNED THROUGH E-SIGNATURE'S ARE VALID OR ENFORCEABLE UNDER THE LAWS OF THE UNITED STATES OF AMERICA, ANY PARTICULAR STATE, OR ANY OTHER LEGAL JURISDICTION.YOU SHOULD CONSULT WITH LEGAL COUNSEL CONCERNING THE VALIDITY OR ENFORCEABILITY OF ANY DOCUMENT YOU MAY SIGN ELECTRONICALLY USING NEOGOV'S E-SIGNATURE'S. 17. Relay of Content. NEOGOV relays content including, but not limited to, resumes, cover letters, applications, messages, questionnaire answers,responses,offer letters,and other materials.You acknowledge that you are asking NEOGOV to send this content on your behalf. We process,monitor,review, store,and analyze such content for data analysis,quality control, enforcement of the Terms of Use,security,content moderation,and to improve the SaaS Applications.As a result,or due to technical malfunction,in certain circumstances such content may be delayed or may not be delivered to the intended recipient. NEOGOV may notify you in such an event. 18. Text Message Communications.NEOGOV may offer Job Seekers and Personnel 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 NSA-v050119-PUBLISHED May 1,2019 7 TM N EOG any third parties to receive such text messages.NEOGOV MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA,COMMUNICATIONS,OR SETTINGS CONNECTED WITH THE SERVICES. 19. 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 with ten(10)days of NEOGOV's request therefor. 20. Cooperative Agreement.As permitted by law, it is understood and agreed by Customer and NEOGOV that any government entity other than Customer(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 ofNEOGOV,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. 21. Publicity.Each party hereto may advertise,disclose,and publish its relationship with the other party under this Agreement. 22. Authority.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. 23. Force Majeure.NEOGOV shall not be liable for any damages,costs,expenses or other consequences incurred by Customer or by any other person or entity as a result of delay in or inability to deliver any Services due to circumstances or events beyond NEOGOV's reasonable control, including,without limitation: (a)acts of God;(b)changes in or in the interpretation of any law, rule, regulation or ordinance; (c) strikes, lockouts or other labor problems; (d) transportation delays; (e) unavailability of supplies or materials;(f)fire or explosion;(g)riot,military action or usurped power;or(h)actions or failures to act on the part of a governmental authority. 24. Assignment.Customer may not assign this Agreement without the express written approval ofNEOGOV and any attempt at assignment in violation of this Section shall be null and void. 25. Entire Agreement; Amendment. This Services Agreement and documents incorporated herein (including all Service Specifications and Schedules), the applicable Ordering Document, and Special Conditions (if any) constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous oral and written statements of any kind whatsoever made by the parties with respect to such subject matter."Special Conditions"means individually negotiated variations, amendments and/or additions to this Service Agreement of which are either drafted, or incorporated by reference,into the Ordering Document.Any Customer proposal for additional or different terms,or Customer attempt to vary in any degree any of the terms of this Agreement is hereby objected to and rejected but such proposal shall not operate as a rejection of this Service Agreement and Ordering Document unless such variances are in the terms of the description,quantity,or price but shall be deemed a material alteration thereof,and this Service Agreement and the applicable Ordering Document shall be deemed accepted by the Customer without said additional or different terms.It is expressly agreed that the terms of this Agreement and any NEOGOV Ordering Document shall supersede the terms in any non-NEOGOV purchase order or other ordering document.Notwithstanding the foregoing,any conflict of terms shall be resolved by giving priority in accordance with the following order: 1) Special Conditions (if any), 2)NEOGOV Ordering Document, 3) the applicable NEOGOV Services Agreement,Service Specifications,Schedules,and other incorporated documents,4)Customer terms and conditions(if any).This Agreement supersedes the terms and conditions of any clickthrough agreement associated with the Services.This Agreement may not be modified or amended(and no rights hereunder may be waived)except through a written instrument signed by the party to be bound. 26. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Customer's State of residence,without giving effect to conflict of law rules. NSA-v050119-PUBLISHED May 1,2019 8 , '.NE0Go TM 27. 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. 28. Survival. Provisions that survive termination or expiration are those relating to limitation of liability, payment, and others which by their nature are intended to survive. 29. Independent Contractor;Third Party Agreements.The relationship of the parties shall be deemed to be that of an independent contractor and nothing contained herein shall be deemed to constitute a partnership between or a joint venture by the parties hereto or constitute either party the employee or agent of the other.Customer acknowledges that nothing in this Agreement gives Customer the right to bind or commit NEOGOV to any agreements with any third parties. This Agreement is not for the benefit of any third party and shall not be deemed to give any right or remedy to any such party whether referred to herein or not. 30. 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 overnight 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 Ordering Document and(ii)NEOGOV at 300 Continental Blvd.,Suite 565,El Segundo,CA 90245. 31. 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. 32. Counterparts.This Agreement may be executed in two or more counterparts,each of which will be deemed an original,but all of which taken together shall constitute one and the same instrument. Delivery of a copy of this Agreement bearing an original signature by facsimile transmission,by electronic mail or by any other electronic means will have the same effect as physical delivery of the paper document bearing the original signature. NSA-v050119-PUBLISHED May 1,2019 9 NEOGOVM MillIFTEOW ScheMMIllinon T NEOGOV offers integrations and platform APIs for integrations to third party systems.Customer may use only those Integration Services purchased or subscribed to as listed within the NEOGOV Ordering Document.NEOGOV Integration Service descriptions for Integration Services not purchased or subscribed to by Customer are provided for reference only and are subject to change.More detailed information about each Integration can be found in the relevant Export and Integration Guides. Additional Terms Applicable to Integrations. The following terms supplement the standard terms and conditions set forth in the Services Agreement and shall apply to the extent that Customer utilizes a system integration between the Services and either:(a)an affiliated integrated service, including those found here https://api.neottov.com/connect/marketplace.html and described further in the Integration Detail and accompanying technical documentation("Affiliated API")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").. 1. 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 API 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 Property. 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. 3. Integration Terms of Use.Except as expressly authorized under this Agreement,you may not remove any proprietary notices from the API;use the API in any manner or for any purpose that infringes,misappropriates,or otherwise violates any intellectual property right or other right of any person,or that violates any applicable law;combine or integrate the API 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 Application(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 https://api.neogov.com/connect/index.html 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 API.NEOGOV is not responsible or liable for any late delivery or delay or failure of performance caused in whole or 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 or other 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 in this Agreement,including, without limitation,the disclaimers,exclusions,and limitations of liability set forth herein.Notwithstanding the foregoing,NEOGOV reserves the right to change 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 agrees to monitor Customer Applications for any activity that violates applicable laws,rules and regulation,or any terms and conditions of this 1 of 4 NEOGOVTM �O 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 NEOGOV BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, 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. 2 of N EOGOVTM Description of Integrations°. . , Ness Hire(NH) NEOGOV offers a standard New Hue Integration that automatically exports a file of hires from Insight Enterprise and uploads it to an FTP site. This file then can be processed into your HRIS by your organization. Hires within Insight can refer to any new hires, rehires, or promotions that have been entered into Insight Enterprise. The data exported can be configured to include standard fields that you specify. This integration can be designated either as a scheduled batch process(i.e.daily,weekly,etc.)or as a real-time web service.During implementation,Customer personnel work with a NEOGOV Implementation Consultants to define which fields are required.Additionally, NEOGOV can export custom fields the Customer defines in the master profile or hires table. Position Control(PC) The Position Control Integration provides an ongoing or one-time load of Position Control data from a file to the NEOGOV applications. This data is used to populate the Requisition and Hire forms with Position Control information once the Position Number is entered onto the Requisition or Hire form.The files are retrieved from a NEOGOV hosted Secure FTP server and then loaded into the Positions table in NEOGOV. Standard Integrations(SI) NEOGOV Standard Integrations provide ongoing or one-time data imports from file(s)into NEOGOV applications. Each integration point is considered a separate project.Standard Integration files should include only records to be added or updated in Insight.NEOGOV retrieves the files from the SFTP server and then imports the data into Insight.The available data tables include: • Bargaining Units • Divisions • Department Users • Physical Classes • Class Specs • Occupational Groups • Locations • HR Users • Departments Single Sign-On(SSO) NEOGOV's Single Sign On(SSO)options allow agency users to securely authenticate and login to NEOGOV applications without having to re-enter their credentials.Currently NEOGOV offers two SSO options:SAML and Azure AD.Details for each option are provided by the NEOGOV Implementation Consultant prior to the project kick-off.Customer is responsible to keep user status in NEOGOV systems up-to- date;however,a separate integration is available to automate this update process. Higheredjobs.com Job Postings(HP) Jobs posted to the agency's open or external jobs page can also be advertised on the higheredjobs.com employment website.This NEOGOV- operated site caters to your ideal applicant,as it shows only jobs at institutions of learning.Applicants can apply and monitor their application directly from higheredjobs.com,making the application process seamless and simple. Applicant Testing(AT) Option 1:Biddle Consulting Group Testing Suite includes: 1. OPAC Testing Software.Pre-employment testing used to measure the skills and abilities critical to clerical and administrative positions. 2. CritiCall.Public safety dispatcher and call taker simulation test to assess potential success in the position. 3. Redirects applicants from Insight into OPAC and CritiCall. 4. Automatic upload of OPAC and CritiCall test scores into Insight. 5. Auto-test Code management between disparate installations of OPAC or CritiCall with organization. Option 2:Skillcheck NEOGOV offers integrations with Skill Check for online testing.Once the integration is enabled,your Skill Check tests will be available in Insight.Upon test completion,scores will be available within Insight.Licensed Skill Check products are installed on your organization's PCs or servers with unlimited seat licenses.Each product comes with a standard end user license agreement and is available as an annual subscription. Option 3:IBM Kenexa NEOGOV offers integrations with IBM-Kenexa for online testing.Once the integration is enabled,IBM tests will be available in Insight. Upon test completion,scores will be available within Insight.Licensed IBM-Kenexa products are installed on your organization's PCs or servers with unlimited seat licenses. Each product comes with a standard end user license agreement and is available as an annual subscription. Background Check(BC) The NEOGOV Background Check Integration allows agencies to initiate background checks directly from Insight or OHC.Choose from a wide and ever-growing selection of background check vendors to find one that suits the needs of your agency.Control who has access to view or initiate background checks via security role customization in OHC and track the status of the background check from the referred list. Onboard Documents Export(OE) 3 of 4 NEOGOV T The Onboard Documents Export allows Onboard users to schedule bulk exports of completed onboarding forms and data as needed. The forms and data are exported on a regular basis to a secure FTP folder. Only your agency has access to this information. More detailed information is available in the NEOGOV Onboard Documents Export Subscription guide. Hire.Export(HE) The NEOGOV Hire Export periodically exports and uploads a file of onboarded hires from Insight or Onboard to an SFTP site.This file can be processed into your HRIS. Employee Integration(EI) NEOGOV's Employee Integration provides an ongoing feed of up-to-date employee data extracted from your HRIS/ERP system into Perform or Onboard.All files are to be placed in the Customer's`Inbound' folder on the NEOGOV SFTP server.NEOGOV retrieves the files from the SFTP server and then imports the data into Perform/Onboard. This integration can be designated as a scheduled batch process(i.e.daily, weekly,etc.). API Integrations with HRIS/Financial System(HRA) NEOGOV provides a RESTful Web Service API for integrations built on standard technology. The Web Service API can be used to add, update,and retrieve records from your NEOGOV system in real-time.The service supports XML and JSON message formats. The API is well documented. Documentation on usage and best practices for leveraging the API for an optimum, low cost integration will be provided during the integration process. 1. NEOGOV Responsibilities: a. Technical guidance/support on API usage b. Provide API key and signature for sandbox and Production account c. Configuration of a sandbox account to enable testing d. Support during testing 2. Customer Responsibilities: a. Assign a technical point of contact during all phases of the project(from kick off to'go live') b. Build the integration using the API's c. Maintain integration post go-live(for any changes to the API's) Laserfiche(LF) In partnership with MCCi,NEOGOV offers a Laserfische Integration which allows customers to send applications,Personnel Action Forms,and attachments from Insight and Onboard forms to a customer's Laserfische document management system.To utilize customer must meet the following requirements: 1. Maintain a license to Insight and/or Onboarding module(s). 2. Maintain a Laserfiche named-user license allocated to this Integration. 3. Provide NEOGOV access to the Laserfiche environment for web service endpoint installation. 4. Endpoint server is accessible by NEOGOV's document management service. 5. Document transfer to Laserfiche over port 80 or 443. 6. Customer must procure and install their own SSL certificates to bind to IIS HTTPS endpoints,enabling encrypted transmission of HR documents from NEOGOV to Laserfiche. Laserfiche Implementation services for this Integration includes: 1. Installation of NEOGOV Integration. 2. Configuration of Integration Utility to pair core NEOGOV metadata fields to Laserfiche metadata fields. 3. Configuration of NEOGOV Integration properties in the NEOGOV module to enable"Send to Laserfiche"buttons. • 4 of 4 NEOGOVTM GO ' Customer may use only those Services purchased or subscribed to as listed within the NEOGOV Ordering Document.NEOGOV Service descriptions for Services not purchased or subscribed to by Customer are provided for reference only and are subject to change. Insight Enterprise(IN). Insight Enterprise is designed to address five major areas of human resource activities including recruitment, selection,applicant tracking,reporting and analysis,and HR automation. As described below,Insight Enterprise enables agencies to post class specifications online,post job announcements on Customer websites,accept online applications,conduct applicant tracking including EEO and other statistical analysis,create email/hardcopy applicant notices,complete item analysis,create/route/approve requisitions and hire actions online,and certify eligible lists electronically. A subscription to Insight Enterprise(IN)will include the following: Recruitment: Selection: • Online job application • Configurable supplemental questions • Configurable Career site • Define unique automatic scoring plans • Online job interest cards • Test analysis and pass-point setting • Recruitment and examination planning • Score,rank,and refer applicants Applicant Tracking: Insight Training: • Email and hardcopy notifications • NEOGOV will create a Customer-specific training environment for • EEO Data collection and reports Insight Enterprise,which is used by Customer during training and • Track applicants by step/hurdle afterwards to train in prior to moving into production. • Schedule written oral,and other exams • Customer will have full access to the demo/training environment setup for Insight Enterprise. • Candidate self-service portal for scheduling and application status • NEOGOV training is available online(web-based,pre-built,content) Career Pages: unless otherwise proposed as included in the Ordering Document. • NEOGOV will provide the URLs for the Career Pages, which the • NEOGOV's pre-built, online training consists of a series of web Customer will use to advertise on their website. Customer will need to courses as well as a series of hands-on exercise designed to introduce change the IP addresses of its promotional, transfer and ordinary job the standard features and functions and may be used as reference posting website links(Links provided by NEOGOV) material by the staff following training to conduct day-to-day activities. The pre-built,online training includes exercises that are Reporting and Analysis: designed to be flexible enough to allow Customer led training Standard system reports sessions internally to introduce user-specific requirements and • processes for staff to learn the system as closely as possible to the • Ad hoc reporting tool customer's actual recruitment processes after go-live. Position Management(PM). Position Management is designed to track,monitor,and implement approval workflows relating to Position status and Position requests.Tracked fields of budgeted positions include job title,department,job classification,position types,FTE,custom fields,and more.In addition,PM allows for an audit trail of position requests and permits a seamless integration into the NEOGOV HRIS to transmit Position data and track filled or vacant positions. GovernmentJobs.com Job Posting Subscription(GJ). Agency can advertise their job openings on the governmentjobs.com employment website.This secondary NEOGOV job board consistently attracts more than 300,000 visitors per week,greatly expanding the audience of job postings.Applicants can search for jobs based on geographical location and/or keyword, helping them find jobs at agencies within which they are not specifically searching. Applicants can apply and monitor their application directly from governmentjobs.com, making the application process seamless and simple. All job postings are shared to GovemmentJobs.com automatically from the agency's primary career page when this subscription is enabled. Perform(PE). Perform is designed to address the major areas of human resource activities centered around employee performance management. As described below, Perform includes built-in workflow for business processes,configurable tasks,performance evaluations and reports. A subscription to Perform will include the following: • Configurable Performance Evaluations • Scored and Non-scored Rating Scales Log of Performance • Ability to build Library of Goals,Competencies,and Writing Assistants Observations throughout the year • Shareable Competency Content • Configurable Email Notifications • Development Plans • Automatic Evaluation Creation • Configurable Process Workflows • Ability to perform actions in bulk for Employees&Evaluations • Peer Reviews&Multi-rater capability E-Forms(EF). E-Forms is designed to provide customers the means to complete all employee paperwork online. Features include automated approval and signature routing,electronic personnel files,conversion of PDF files to online forms,E-signature,and automated notifications. Onboard(ON). Onboard is designed to facilitate the onboarding process for new hires. As described below,NEOGOV maintains standard forms as part of the annual subscription. Agencies shall maintain any custom forms created by Customer. A subscription to Onboard(ON)will include the following functionality: 1 of 2 • • • NEOGOVTM • Electronic Employee File of Onboard forms • Automation of Onboard process • Federal I9 and W4 forms • Build your own Onboarding forms.Onboard(ON)includes Federal 19 • Checklists of tasks to create specific Onboard process by position, and Federal W4 forms which are updated as new versions are released. department,division or class spec Additional forms or form maintenance is available from NEOGOV at • Configurable new hire portal the following cost: • Ability to promote, rehire and offboard employees (task assignment Background forms$295 per form based on new position) • Dynamic Forms$40 per form • Global form bank • Updates to existing forms$200 an hour • Configurable Email Notifications Learn(LE). Learn is designed to provide a seamless experience for organizations to train and develop employees.LE addresses the critical need of organizations to ensure completion of required trainings. By tracking both in-person and online training in one central place,organizations can improve employee performance and safetyy and reduce risk and liability claims. A subscription to Learn(LE)will including the following: • Create,schedule,enroll learners in,and,track completion of online • Centralized dashboard that displays all required and elective training . and in-person,classroom trainings (online and in-person)that employees are enrolled in • Ability to upload SCORM course content files Off-the-shelf online courses • Certificates after course completion • NEOGOV will work with Customer staff to understand the existing . • Learner transcripts&class rosters processes,as well as other workforce business practices,where applicable. • Course catalog with configurable categories for learners to browse • Core HR(CHR) • Core HR is designed to be a combination of Human Resource data and IT resource to maintain detail-and history around their human resource capital. This includes organization structural design,employee records,benefit plans and administration,attendance/leave plans,and more. A subscription to CoreHR includes,but is not limited to the following: - • Organizational management Reporting and analytics • Benefits administration and online open enrollment • PA's and workflow • Attendance/Leave management • Union contracts • Employee and manager self-service • FMLA tracking • Payroll(PR) Payroll is designed to further enhance the CoreHR technology with the ability to process payroll directly in the HRIS. This feature-rich module handles all your payroll processing needs and complexities unique to your agency. A subscription to PR includes,but is not limited to the following: • Premiums and shift differentials • Job/fund costing • FLSA true up • General ledger integration including cost allocations • Retro pay calculation • W2,1095,garnishment,tax,and year-end processing Time and Attendance(TA) Time and Attendance is designed to assist in the tracking of employees work time. This module complements payroll by capturing time and calculating items such as various overtime rules,shift differentials,and job/cost tracking. A subscription to TA includes,but is not limited to the following: • Unlimited work rule/shifts • Scheduling • Holiday calendars • Approvals • Online timesheets • • 2 of 30I8 Edition INSURANCE CHECKLIST FOR VENDORS SUBMITTING PROPOSALS OR BIDS FOR WORK To assist in the development of your proposal, the insurance coverages marked with an"X"will be required in the event an award is made to your firm.Please review this form with your insurance agent and have him/her sign it in the place provided. It is also required that the bidder sign the requiste form reflecting coverage and submit it with the proposal. WORKERS'COMPENSATION AND EMPLOYERS' LIABILITY Workers'Compensation Statutory Limits Bodily Injury by Accident/Bodily Injury by Disease,policy limits/Bodily Injury by Disease each employee WCI Employers Liability $100,000/$500,000/$100,000 WC2 Employers Liability $500,000/$500,000/$500,000 WC3 Employers Liability $1,000,000/$1,000,0004'$1,000,000 WCUSLH US Longshoremen& $1,000,000 Harbor Workers Act WCJA Federal Jones Act $1,000,000 Admmistralive Instruction 7500.7 6 2018 Edition GENERAL LIABILITY As a minimum,the required general liability coverages will include: • Premises Operations • Products and Completed Operations • Blanket Contractual • Personal Injury Required Limits: GLI $300,000 Combined Single Limit GL2 $500,000 Combined Single Limit GL3 $1,000,000 Combined Single Limit GL4 $2,000,000 Combined Single Limit GL5 $3,000,000 Combined Single Limit GL6 $4,000,000 Combined Single Limit GL7 $5,000,000 Combined Single Limit Required Endorsement: GLLIQ Liquor Liability GLS Security Services All endorsements arc required to have the same limits as the basic policy. INSCKLST Administram c instruction 7500,1 7 2018 Edition BUSINESS AUTOMOBILE LIABILITY As a minimum,coverage should extend to liability for: • Owned;Non-owned; and Hired Vehicles Required Limits: VLl $50,000 per Person:$100,000 per Occurrence $25,000 Property Damage or $100,000 Combined Single Limit (The use of VL1 should be limited to special projects that involve other governmental entities or"Not for Profit"organizations. Risk Management must approve the use of this form). VL2 $200,000 per Person;$300,000 per Occurrence $200,000 Property Damage . or $300,000 Combined Single Limit VL3 $500,000 per Person;$1,000,000 per Occurrence $100,000 Property Damage or $1,000,000 Combined Single Limit VL4 $5,000,000 Combined Single Limit MISCELLANEOUS COVERAGES BRI Builders' Limits equal to the Risk Full Replacement Value of the completed project. CLI Cyber Liability $1,000,000 MVC Motor Truck Limits equal to the maximum Cargo value of any one shipment. PRO! Professional $ 300,000 per Occurrence'$500,000 Agg. PRO2 Liability $ 500,000 per Occurrencei$1,000,000 Agg. PRO3 $1,000,000 per Occurrencer$2,000,000 Agg. POLL Pollution $ 500,000 per OccuwrenceS1,000,000 Agg. POL2 Liability $1,000,000 per Occurrence!$2,000,000 Agg. POL3 $3,000,000 per Occurrence36,000,000 Agg. POL4 $5,000,000 per Occurrence410,000,000 Agg. ED1 Employee $ 10,000 ED2 Dishonesty $100,000 GK1 Garage $ 300,000($ 25,000 per Vehicle) GK2 Keepers $ 500,000($100,000 per Vehicle) GK3 $1,000,000($250,000 per Vehicle) Administrative Instruction 7500.7 8 2018 Edition MED1 Medical $ 300,000,$ 750,000 Agg. MED2 Professional $ 500,0001$ 1,000,000 Agg. MED3 $1,000,0003 3,000,000 Agg. MED4 $5,000,000310,000,000 Agg. IF Installation Maximum value of Equipment Floater Installed VLP 1 Hazardous $ 300,000(Requires MCS-90) VLP2 Cargo $ 500,000(Requires MCS-90) VLP3 Transporter $1,000,000(Requires MCS-90) BLL Bailee Liab. Maximum Value of County Property that will be in the Bailee's posession. HKLI Hangarkeepers $ 300,000 HKL2 Liability $ 500,000 HKL3 $ 1,000,000 HKL4 $ 5,000,000 AIR1 Aircraft $ 1,000,000 AIR2 Liability $ 5,000,000 AIRS $50,000,000 AEO1 Architects Errors $ 250,000 per Occurrence'$ 500,000 Agg. AEO2 &Omissions $ 500,000 per Occurrence/$1,000,000 Agg. AE03 $ 1,000,000 per Occurrence;$3,000,000 Agg. AE04 $ 3,000,000 per Occurrence/$5,000,000 Agg. ARP All Risk Property Full Replacement Value of Structure E01 Engineers Errors $ 250,000 per Occurrence•$ 500,000 Agg. E02 &Omissions $ 500,000 per Occurrence11,000,000 Agg. E03 $ 1,000,000 per Occurrence$2,000,000 Agg. E04 $ 5,000,000 per Occurrence+$10,000,000 Agg. WL1 Water Craft $ 500,000 per Occurrence WL2 Liability $ 1,000,000 per Occurrence Administrative Instruction 7500.7 9 2018 Edition INSURANCE AGENTS STATEMENT I have reviewed the above requirements with the bidder named below.The following deductibles apply to the corresponding policy. POLICY DEDUCTIBLES Liability policies are Occurrence Claims Made Insurance Agency Signature BIDDERS STATEMENT I understand the insurance that will be mandatory if awarded the contract and will comply in full with all the requirements. Bidder's Name and Title Signature Company Name: Administrative Instrucuon 7500.7 I0 ACG O® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/ODIYYYY) k.......---•"- 9/27/2019 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 pollcy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). . PRODUCER ABD Insurance&Financial Services CONTACT 450 Sansome Street,#300 PHONE Certificate Request FAX San Francisco,CA 94111 INC.No.Earl. 415 483.7770 INC.Hot: 415-483-7769 ADDRESS: TechCertRequestRtheabdteam.com , INSURER(S)AFFORDING COVERAGE NAICX www.theabdteam.com INSURER A: Berkley National Insurance Company 38911 INSURED INSURERS:. Governmentjobs.com, Inc.(NEOGOV) -300 Continental Blvd.Suite 565 INSURER C: Westchester Surplus Lines Insurance Co 10172 El Segundo CA 90245 INSURER°: I INSURER E: • INSURER F: - COVERAGES 1 CERTIFICATE NUMBER: 51423522 I 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 - `ADDL NCR' POLICY EFF I POUCY EXP LTR TYPE OF INSURANCE !MSG VIVO POUCY NUMBER Ib1M19n/rem IMMXtiDtYITO UMITS A i COMMERCIAL GENERAL LIABILITY ✓ TCP 7011473 8/25/2019 B/25/2020 EACH OCCURRENCE S 1.000,000 CLAIMS-MADE ©OCCUR DAMAGGE TO RENTED - PREMISES IEa acsurtcnsel _S300.000 — r EO EXP(Arty cnoPeracni S 15 000 PERSONAL&ADV INJURY S 1,O00 000 GENt AGGREGATE LIMIT APPLIES PER: 4 GENERAL AGGREGATE 53,000,000 . I POLICY ri jE n LOC PRODUCTS-COMPJOPAGO 53,000,000 OTHER: 5 -AUTOMOBILE LIABILITY - COMBINED SINGLE LIMIT $- — AGEM ENY rPkat„-�tenn ANY AUTO BY lJ BODILY INJURY(Per person) 5 '! OWNED '-'SCHEDULED `��~t SAT "'If O/MI L BODILY INJURY(Per aaident S AUTOS ONLY AUTOS NON-OWNED NA1 T • ^- ) AUTOS ONLY AUTOS ONLY IPPROPERTYDAMAGE S er evidt+.9 UMBRELLA UAB r-_ OCCUR EACH OCCURRENCE S - EXCESS UAB CLAIMS-MADE AGGREGATE $ I DED l RETENTIONS 1 S A ANDEMPLOYERS' ABILIITY YIN 'fWC 7011475 8/25/2019 8/25/2020 �/ STATUTE ERH I WORKERS COMPENSATION I FFO UD0ECUTIVE ❑ EL•EACH ACCIDENi -S1,GOR,O{0OCERiMF EREXCLE7 N/A (Mandatory In NH) E,L.DISEASE-EA EMPLOYEE S If yes,describe under "'�'� �^"-""^^^ DESCRIPTION OF OPERATIONS below • E.L.DISEASE-POLICY LIMIT 51.000,000 C Technology-Errors&Omissions, ✓ F14845562 001 -1/25/2019 1/25/2020 Limit:S1,000,000;Retention:525,000 Incl.Cyber,Network Security,Data Breach DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached It more space Is required) RE:All Operations of the Named Insured. . Monroe County and The Monroe County Board of County Commissioners are included as additional insureds as respects to General Liability and E&O but only to the extent required by written contract or written agreement. CERTIFICATE HOLDER CANCELLATION .. . S Monroe Count SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1110 Simonton St., Suite 268 ACCORDANCE WITH THE POLICY PROVISIONS. Key West,FL 33040 AUTHORIZED REPRESENTATIVE • I • Rod Sockolov C 0 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2015103) The ACORD name and logo are registered marks of ACORD S1177522 129-70 A11/E42 SIM I Petra III 19/27/2019 S.S0:-29 AM IPlrri I Page 1 of 1