HomeMy WebLinkAboutReso 2026-4000RESOLUTION NO. 2026 -O
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH,
FLORIDA, APPROVING AN AGREEMENT WITH GOVERNMENTJOBS.COM, INC.,
D/B/A NEOGOV TO PROVIDE WORKFORCE MANAGEMENT SOLUTIONS, IN AN
AMOUNT NOT TO EXCEED ONE HUNDRED FORTY THOUSAND SEVEN HUNDRED
FIVE DOLLARS AND FIFTY-TWO CENTS ($140,705.52), ATTACHED HERETO AS
EXHIBIT "A"; AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT;
AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO
EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, Govern mentjobs.com d/b/a NEOGOV (the "Vendor") is an industry standard
for hiring software with customer lists spanning the entire United States; and
WHEREAS, the Vendor has provided the City with workforce management solutions
("Services") for over 14 years; and
WHEREAS, after performing a good faith review of available sources, City staff has
determined that it is more cost effective and in the best interest of the City to enter into an
agreement with the Vendor for the Services; and
WHEREAS, the Services will be procured utilizing the pricing, terms, and conditions
under Sourcewell Contract No. 030425-PDMS; and.
WHEREAS, pursuant to Section 62-13(I) of the City's Code of Ordinances, Purchases
made through intergovernmental cooperative purchasing arrangements or purchasing
consortiums organized as a corporation not for profit whose members are governmental
entities, provided that such cooperative purchasing arrangements or consortiums provide for a
competitive process to select a vendor are exempt from the bidding requirements of Chapter
62; and
WHEREAS, the City Commission of the City of Sunny Isles Beach wishes to approve an
Agreement with the Vendor to provide the Services, in a total amount not to exceed One
Hundred Forty Thousand Seven Hundred Five Dollars and Fifty -Two Cents ($140,705.52),
attached hereto as Exhibit "A".
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY
ISLES BEACH, FLORIDA, AS FOLLOWS:
Section 1. Approval of Agreement. The City Commission hereby approves an Agreement
with the Vendor to provide the Services, in a total amount not to exceed One Hundred Forty
Thousand Seven Hundred Five Dollars and Fifty -Two Cents ($140,705.52), attached hereto as
Exhibit "A".
Section 2. Authorization of Mayor. The Mayor is hereby authorized to execute said
Agreement.
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Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all
things necessary to effectuate this Resolution.
Section 4. Effective Date. This Resolution will become effective uponadoption.
PASSED AND ADOPTED this 19th day of
t t"
Maurici,o B�tancur, CIVIC, City Clerk
Larisa Svechin, I�ayor
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY:
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Alain E. Boileau, for Nabors, Giblin &
Nickerson, P.A., City Attorney
1.-�j
1.
Moved by(Imu(S51 Vi r% Seconded by: I% i
Vote:
Mayor Svechin (Yes) (No)
Vice Mayor Viscarra (Yes) (No)
Commissioner Joseph (Yes) (No)
Commissioner Lama es) (No)
Commissioner Stuyvesant E��(Yes) (No)
@BCL@A8145F37 Page 2 of 2
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SERVICES AGREEMENT
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You agree that by placing an order through a NEOGOV standard ordering document such as an "Order Form", "Service Order,"
"Ordering Document," "SOW" or other document mutually agreed by the parties detailing the services, pricing and subscription
term (each, an "Order Form" for purposes of this Agreement), you agree to follow and be bound by the terms and conditions set
forth herein. "Governmentjobs.com", "NEOGOV", "we", and "our" means Governmentjobs.com, Inc. (DB/A/ NEOGOV), for
and on behalf of itself and its subsidiaries PowerDMS, Inc., Cuehit, Inc., Ragnasoft LLC (DB/A/ P1anIT Schedule), and Design
PD, LLC (DB/A Agency360) (collectively, "NEOGOV" and, where applicable, its other affiliates; "Customer", "you", "your"
means the NEOGOV client, customer, and/or the subscriber identified in the Order Form).
"Services Agreement" or the "Agreement" shall be used to collectively refer to this NEOGOV Services Agreement, documents
incorporated herein including the applicable Order Form, each Addendum (as applicable), and Special Conditions (if any).
"Addendum" means each Addendum set forth either as an Exhibit hereto or otherwise made available at
https://www.neogov.com/service-specifications (the "NEOGOV Site") and, as applicable, made a part of this Agreement. "Special
Conditions" means individually negotiated variations, amendments and/or additions to this Service Agreement of which are either
drafted, or incorporated by reference, into the Order Form.
Provision of Services. Subject to the terms of this Agreement NEOGOV hereby agrees to provide Customer with access to its
SaaS Applications and Professional Services (each defined below) included or ordered by Customer in the applicable Order
Form (collectively referred to as the "Services"). In addition, to the extent NEOGOV provides Customer with access to
additional NEOGOV software in order to access Customer Data (as defined below) or otherwise enhance product
implementation or functionality, Customer's use of such software will be deemed to be part of the Services and the terms and
conditions of this Agreement shall apply. Customer hereby acknowledges and agrees that NEOGOV's provision and
performance of, and Customer's access to, the Services is dependent and conditioned upon Customer's full performance of its
duties, obligations and responsibilities hereunder. This Agreement entered into as of the earlier of: (i) date of your signature
on an applicable Order Form; or (ii) use of the Services commences (the "Effective Date"). The Agreement supersedes any
prior and contemporaneous discussions, agreements or representations and warranties.
2. SaaS Subscription.
a) Subscription Grant. "SaaS Applications" means each proprietary NEOGOV web -based software -as -a -service application
that may be set forth on an Order Form and subsequently made available by NEOGOV to Customer, and associated
components as described in any written service specifications made available to Customer by NEOGOV (the "Service
Specifications"). Subject to and conditioned on Customer's and its Authorized Users' compliance with the terms and
conditions of this Agreement, NEOGOV hereby grants to Customer a limited, non-exclusive, non -transferable, and non-
sublicensable right to (i) onboard, access and use, and to permit Authorized Users to onboard, access and use, the SaaS
Applications specified in the Order Form solely for Customer's internal, non-commercial purposes; (ii) generate, print,
and download Customer Data as may result from any access to or use of the SaaS Applications; and (iii) train Authorized
Users in uses of the SaaS Applications permitted hereunder (these rights shall collectively be referred to as the "SaaS
Subscription"). "Authorized Users" means (1) Customer employees, agents, contractors, consultants ("Personnel") who
are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Services
Agreement and (2) for whom access to the Services has been purchased hereunder. You shall not exceed the usage limits
(if any) as detailed in the user tier in the applicable Order Form. You may not access the SaaS Applications if you are a
direct competitor of NEOGOV or its affiliates. In addition, you may not access the SaaS Applications for purposes of
monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes. You
shall be responsible for each Authorized User's access to and use of the SaaS Applications and compliance with
applicable terms and conditions of this Agreement.
b) Subscription Term. Unless otherwise specified in an applicable Order Form, SaaS Subscriptions shall commence on the
Effective Date and remain in effect for twelve (12) consecutive months, unless terminated earlier in accordance with this
Agreement (the "Initial Term"). Thereafter, SaaS Subscriptions shall automatically renew for successive twelve (12)
month terms (each a "Renewal Term" and together with the Initial Term, collectively, the "Term") unless a party delivers
to the other party, at least thirty (30) days prior to the expiration of the Initial Term or the applicable Renewal Term,
written notice of such party's intention to not renew the SaaS Subscriptions, or unless terminated earlier in accordance
with this Agreement. The Term for the Services is a continuous and non -divisible commitment for the full duration
regardless of any invoice schedule. The purchase of any Service is separate from any other order for any other Service.
Customer may purchase certain Services in 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.
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3. Customer Responsibilities.
a) Managing the Subscription. Customer may use the Service in a manner consistent with the terms of this Agreement.
Customer will provide NEOGOV all information needed to process the Order Form to activate the subscription and
provision the Service to the Customer.
b) Managing Authorized Users. Customer is responsible for managing the Authorized Users on its account on the Service.
i) Invitations and Permissions. Customer is responsible for determining which persons to invite to join the Customer's
account on the Service and for all actions by Authorized Users on Customer's account on the Service. Customer is
solely in control of the individual permissions on the Customer's account.
ii) Customer Obligations. Customer must: (A) obtain any •rights, permissions, or consents that are necessary for the
Authorized User's lawful use of Customer Data and the operation of the Service; (B) ensure that the transfer and
processing of Customer Data under the Agreement is lawful; and (C) respond to and resolve any dispute with an
Authorized User relating to or based on Customer Data, the Service, or Customer's failure to fulfill its obligations
under the Agreement or applicable law. Customer will not, and will ensure its Authorized Users do not (a) make
any of the Services available to anyone other than Authorized Users or use any Services for the benefit of anyone
other than Customer and its Authorized Users, unless otherwise agreed in writing by the parties, (b) sell, resell,
license, sublicense, distribute, make available, rent or lease any of the Services, or include any of the Services in a
service bureau or outsourcing offering, unless otherwise agreed in writing by the parties, (c) use the Services to store
or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation
of the privacy rights, publicity rights, copyright rights, or other rights of any person or entity, (d) use the Services
to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses,
worms, time bombs and Trojan horses, (e) interfere with or disrupt the integrity or performance of the Services
(including, without limitation, activities such as security penetration tests, stress tests, and spamming activity), (f)
attempt to gain unauthorized access to the Services or its related systems or networks, (g) disassemble, reverse
engineer, or decompile the Services, or modify, copy, or create derivative works based on the Services or any part,
feature, function or user interface thereof, (h) remove the copyright, trademark, or any other proprietary rights or
notices included within NEOGOV Intellectual Property and on and in any documentation or training materials, or
(i) use the Services in a manner which violates the terms of this Agreement, any Order Form or any applicable laws.
4. Professional Services. "Professional Services" shall mean professional services purchased by Customer as detailed in an
applicable Order Form or NEOGOV Scope of Work (SOW) describing the work to be performed, fees, and any applicable
milestones, dependencies, and other technical specifications or related information. Professional Services include training,
set-up, implementation, and best practices of and concerning the SaaS Applications. Professional Services are subject to the
terms of the Professional Services Addendum made available on the NEOGOV Site and made apart hereof and may be subject
to additional terms pursuant to an SOW and Service Specifications describing, if applicable, the work to be performed, fees,
and any applicable milestones, dependencies, and other technical specifications or related information. Order Forms or SOWs
must be signed by Customer before NEOGOV shall commence work. If Customer executes a separate SOW, this Agreement
and documents incorporated herein (including but not limited to the Professional Services Addendum) shall control in the
event of a conflict with the terms of the SOW.
5. Payment Terms.
a) Fees. Customer shall pay all Subscription, Onboarding and Set -Up fees ("Subscription Fees") and Professional Service
fees ("Professional Service Fees", collectively the "Fees") as set forth in an Order Form within thirty (30) days of the
date of NEOGOV's invoice. Fees shall be invoiced annually in advance and in a single invoice for each Term. Unless
explicitly stated otherwise in an Order Form, all payments due under an Order Form are expressed in and shall be paid in
U.S. dollars. Invoices shall be delivered to the stated "Bill To" party on the Order Form. Unless explicitly provided
otherwise, once placed the Order Form is non -cancellable and sums paid nonrefundable. Any invoiced amount that is not
received by NEOGOV when due as set forth in an Order Form will be subject to a late payment fee of 1.5% per month
or the maximum rate permitted by law, whichever is lower. If any amount owing by Customer is more than 30 days
overdue, NEOGOV may, without limiting its other rights and remedies, suspend the Services until such amounts are paid
in full. If Subscription Fees are based upon the Authorized User or employee count as may be specified in an Order
Form, Customer shall owe NEOGOV supplemental Subscription Fees to the extent Customer exceeds the number of
Authorized Users or employees set forth in the Order Form. Except as otherwise specifically stated in the Order Form,
NEOGOV may change the charges for the Services with effect from the start of each Renewal Term by providing
Customer with new pricing at least thirty (30) day notice prior to commencement of a Renewal Term. The new pricing
shall be deemed to be effective if Customer (a) returns an executed Order Form to NEOGOV, (b) remits payment to
NEOGOV of the fees set forth in the invoice referencing the new pricing, or (c) the Customer or any of its Authorized
Users access or use the Services after the expiration of the previous Term.
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b) Taxes. Customer will pay all taxes, duties and levies imposed by all federal, state, and local authorities (including,
without limitation, export, sales, use, excise, and value-added taxes) based on the transactions or payments under this
Agreement, except those taxes imposed or based on NEOGOV's net income or those exempt by applicable state law.
Customer shall provide NEOGOV with a certificate or other evidence of such exemption within ten (10) days after the
Effective Date of this Agreement and thereafter upon NEOGOV's request therefor.
c) Purchase Orders. Any reference to a purchase order in an Order Form or any associated invoice is solely for Customer's
convenience in record keeping, and no such reference or any delivery of services to Customer following receipt of any
purchase order shall be deemed an acknowledgement of or an agreement to any terms or conditions referenced or included
in any such purchase order. If a purchase order is delivered by Customer in connection with the purchase of Services,
none of the terms and conditions contained in such purchase order shall have any effect or modify or supersede the terms
and conditions of this Agreement. NEOGOV's failure to object to terms contained in any such purchase order shall not
be a waiver of the terms set forth in this provision or in this Agreement.
6. Term and Termination.
a) Term. This Agreement shall commence on the Effective Date and shall remain in effect until all SaaS Subscriptions have
expired and/or both parties have achieved full performance of Professional Services, unless it is terminated earlier in
accordance with this Agreement.
b) Termination for Cause: Effect of Termination. Either 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 parry's
written specification of the breach. NEOGOV may suspend the Services or terminate this Agreement immediately in the
event the Services or Customer's use of the Services provided hereunder pose a security risk to the Services, NEOGOV
or any third party, or become illegal or contrary to any applicable law, rule, regulation, or public policy. Upon expiration
or any termination of this Agreement, Customer shall cease all use and refrain from all further use of the Services and
other NEOGOV Intellectual Property. Additionally, Customer shall be obligated to pay, as of the effective date of such
expiration or termination, all amounts due and unpaid to NEOGOV under this Agreement. Unless otherwise specified,
following 90 days after expiration or termination of the Agreement NEOGOV may remove Customer Data from
NEOGOV Services and without Customer consent or notice.
7. Audit Rights. Upon reasonable notice, NEOGOV or its agent shall have the -.right to audit Customer's records relating to its
compliance with this Agreement. Customer shall cooperate fully with this audit. If any audit conducted under this Section
indicates that any amount due to NEOGOV was underpaid, Customer shall within three (3) business days pay to NEOGOV
the amount due. All expenses associated with any such audit shall be paid by NEOGOV unless the audit reveals underpayment
in excess of five percent (5%), in which case Customer shall pay such expenses as well as any amount due to NEOGOV.
8. Maintenance, Modifications; Support Services.
a) Maintenance. Updates. Upgrades. NEOGOV maintains NEOGOV's hardware and software infrastructure for the
Services and is responsible for maintaining the NEOGOV server operation and NEOGOV database security. NEOGOV
may in its sole discretion, periodically modify, Update, and Upgrade the features, components, and functionality of the
Services during the Term. "Update" means any update, bug fix, patch or correction of the Services or underlying
NEOGOV software that NEOGOV makes generally available to its customers of the same module, excluding Upgrades.
Updates are automatic and available upon Customer's next login to the Services following an Update at no additional
cost to Customer. "Upgrade" means any update of the Services or underlying NEOGOV software such as platform
updates, and major product enhancements and/or new features that NEOGOV makes commercially available. NEOGOV
shall have no obligation to provide Upgrades to customers and retains the right to offer Upgrades free of cost or on a per
customer basis at additional cost. NEOGOV shall have no liability for, or any obligations to, investments in, or
modifications to Customer's hardware, systems or other software which may be necessary to use or access the Services
due to a modification, Update, or Upgrade of the Services.
b) Program Documentation; Training Materials. "Program Documentation" shall mean all user guides, training, and
implementation material, and Service descriptions provided by NEOGOV to Customer in connection with the Services.
NEOGOV hereby grants to Customer a non-exclusive, non-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. 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.
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c) Implementation. For Services requiring implementation, NEOGOV implementation supplements the Training Materials
and is conducted off -site unless otherwise agreed in the Order Form. For an additional fee as detailed on an applicable
Order Form, NEOGOV personnel will provide consultation on best practices for setting up the Services, answer Customer
questions during the implementation period, and use commercially reasonable efforts to ensure 'Authorized User Admins
grasp the system. The length of the implementation time is dependent on the type of Service and the Customer's
responsiveness. NEOGOV is not responsible or liable for any delay or failure to perform implementation caused in whole
or in part by Customer's delay in performing its obligations hereunder and, in the event of any such delay, NEOGOV
may, in its sole discretion, extend all performance dates as NEOGOV deems reasonably necessary.
d) Support. Phone support for the Services is available to Customer Monday through Friday, excluding NEOGOV holidays.
Customer may submit a request for online support for the Services 24 hours a day, seven days a week, and the NEOGOV
support desk will acknowledge receipt of the request within a reasonable time. The length of time for a resolution of any
problem is dependent on the type of case.
e) Limitations. Unless otherwise specified in the Order Form, this Agreement does not obligate NEOGOV to render any
maintenance or support services that are not expressly provided herein, including, but not limited to data uploads, manual
data entry, migration services, data conversion, refinement, purification, reformatting, SQL dump, or process
consultation.
9. NEOGOV Intellectual Property Rights.
a) NEOGOV shall exclusively own all right, title and interest in and to all pre-existing and future intellectual property
developed or delivered by NEOGOV including all Services, products, systems, software (including any source code or
object code) or Service Specifications related thereto, Updates or Upgrades, trademarks, service marks, logos and other
distinctive brand features of NEOGOV and all proprietary rights embodied therein (collectively, the "NEOGOV
Intellectual Property"). This Agreement does not convey or transfer title or ownership of the NEOGOV Intellectual
Property to Customer or any of its users. All rights not expressly granted herein are reserved by NEOGOV. Other than
recommendation use or as required by law, all use of NEOGOV trademarks must be pre -approved by NEOGOV prior to
use. Trademarks shall include any word, name, symbol, color, designation or device, or any combination thereof that
functions as a source identifier, including any trademark, trade dress, service mark, trade name, logo, design mark, or
domain name, whether or not registered.
b) Customer may, but is not obligated to, provide NEOGOV with suggestions, ideas, enhancement requests, or other
feedback ("Feedback"). If Customer provides any such Feedback to NEOGOV, Customer hereby grants NEOGOV a
nonexclusive, perpetual, irrevocable, royalty -free license to use all Feedback for any purpose. Feedback is provided to
NEOGOV on an "as -is" basis without warranties of any kind.
10. Data Processing and Privacy.
a) Customer Data. "Customer Data" shall mean all data that is owned or developed by Customer, whether provided to
NEOGOV by Customer or provided by a third party to NEOGOV in connection with NEOGOV's provision of Services
to Customer, including Personnel data collected, loaded into, or located in Customer data files maintained by NEOGOV.
NEOGOV Intellectual Property, including but not limited to the Services and all derivative works thereof, NEOGOV
Confidential Information, and Platform Data do not fall within the meaning of the term "Customer Data". Customer
exclusively owns all right, title, and interest in and to all Customer Data. Customer grants NEOGOV a license to host,
use, process, display, create non -personal derivative works of, and transmit Customer Data to provide the Services.
NEOGOV reserves the right to delete or disable Customer Data stored, transmitted or published by Customer using the
Services upon receipt of a bona fide notification that such content infringes upon the intellectual property rights of others,
or if NEOGOV otherwise reasonably believes any such content is in violation of this Agreement.
b) Platform Data. "Platform Data" shall mean any anonymized data reflecting the access to or use of the Services by or on
behalf of Customer or any user, including statistical or other analysis and performance information related to the provision
and operation of the Services including any end user visit, session, impression, clickthrough or click stream data, as well
as log, device, transaction data, or other analysis, information, or data based on or derived from any of the foregoing.
NEOGOV shall exclusively own all right, title and interest in and to all Platform Data. Customer acknowledges
NEOGOV may compile Platform Data based on Customer Data input into the Services. Customer agrees that NEOGOV
may use Platform Data to the extent and in the manner permitted under applicable law. Such anonymized data neither
identifies Customer or its users, nor can Customer or any its users can be derived from such data.
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c) Data Processing Agreement. The parties agree that the terms of the NEOGOV Data Processing Addendum ("DPA")
made available on the NEOGOV Site is hereby incorporated herein by reference and made part of this Agreement and
governs NEOGOV's processing of Personal Data.
d) Data Responsibilities.
NEOGOV will maintain commercially reasonable administrative, physical, and technical safeguards for protection
of the security, confidentiality and integrity of the Customer Data. Those safeguards will include, but will not be
limited to, measures for preventing access, use, modification or disclosure of Customer Data by NEOGOV personnel
except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by
applicable law, or (c) as Customer expressly permits in writing. Customer acknowledges and agrees that it is
commercially reasonable for NEOGOV to rely upon the security processes and measures utilized by NEOGOV's
cloud infrastructure providers.
ii) Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Data,
including but not limited to compliance with applicable laws. NEOGOV will have no responsibility or liability for
the accuracy of the Customer Data prior to receipt of such data into the Services. Without limiting the foregoing,
Customer shall be solely responsible for and shall comply with all applicable laws and regulations relating to (a) the
accuracy and completeness of all information input, submitted, or uploaded to the Services, (b) the privacy of users
of the Services, including, without limitation, providing appropriate notices to and obtaining appropriate consents
from any individuals to whom Customer Data relates; and (c) the collection, use, modification, alteration, extraction,
retention, copying, external storage, disclosure, transfer, disposal, and other processing of any Customer Data.
NEOGOV is not responsible for lost data caused by the action or inaction of Customer or Authorized Users. Unless
otherwise mutually agreed in writing, Customer shall not maintain any financial, health, payment card, or similarly
sensitive data that imposes specific data security or data protection obligations within the Services. Customer shall
provide and institute all appropriate tools and procedures required to ensure the security of its own information
system and, more specifically, to prevent, detect and destroy the occurrence of any viruses.
e) Breach Notice. NEOGOV will notify Customer of unauthorized access to, or unauthorized use, loss or disclosure of
Customer Data within its custody and control (a "Security Breach") within 72 hours of NEOGOV's confirmation of the
nature and extent of the same or when required by applicable law, whichever is earlier. Each party will reasonably
cooperate with the other with respect to the investigation and resolution of any Security Breach. If applicable law or
Customer's policies require notification of its Authorized Users or others of the Security Breach, Customer shall be
responsible for such notification.
fj Data Export, Retention and Destruction. Customer may export or delete Customer Data from the Services at any time.
during a Subscription Term, using the existing features and functionality of the Services. Customer is solely responsible
for its data retention obligations with respect to Customer Data. If and to the extent Customer cannot export or delete
Customer Data stored on NEOGOV's systems using the then existing features and functionality of the Services,
NEOGOV will, upon Customer's written request, make the Customer Data available for export by Customer or destroy
the Customer Data. If Customer requires the Customer Data to be exported in a different format than provided by
NEOGOV, such additional services will be subject to a separate agreement on a time and materials basis. Except as
otherwise required by applicable law, NEOGOV will have no obligation to maintain or provide any Customer Data more
than ninety (90) days after the expiration or termination of this Agreement. Customer acknowledges that it is solely
responsible for determining any retention requirements with respect to the Customer Data as required by applicable law
and NEOGOV disclaims all liability in connection with such determination. In addition, to the extent Customer requests
that NEOGOV retain Customer Data beyond the expiration of the retention period required by applicable law, rule or
regulation, NEOGOV disclaims all liability in connection with retaining such Customer Data including but not limited
to any claims related to loss or destruction of such Customer Data.
11. Third Party Services. The Services may permit Customer and its Authorized Users to access services or content provided by
third parties through the Services ("Third Parry Services"). Customer agrees that NEOGOV is not the original source and shall
not be liable for any inaccuracies contained in any content provided in any of the Third Party Services. NEOGOV makes no
representations, warranties or guarantees with respect to the Third Party Services or any content contained therein. NEOGOV
may discontinue access to any Third Party Services through the Services if the relevant agreement with the applicable third
party no longer permits NEOGOV to provide such access. If loss of access to any Third Party Services (to which Customer
has a subscription under this Agreement) occurs during a Subscription Term, NEOGOV will refund to Customer any prepaid
fees for such Third Party Services covering the remainder of the Subscription Term.
12. Nondisclosure.
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Definition of Confidential Information. "Confidential Information" means all information disclosed by a party
("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential
or that reasonably should be understood to be confidential given the nature of the information and the circumstances of
disclosure. Customer's Confidential Information includes its Customer Data. NEOGOV Confidential Information
includes the NEOGOV Intellectual Property and the Services. The Confidential Information of each parry includes the
terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans,
technology and technical information, product plans and designs, and business processes disclosed by such party.
However, Confidential Information does not include any information that (a) is or becomes generally known to the public
without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure
by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party
without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving
Party.
b) Obligations. The Receiving Party will: (i) use the same degree of care it uses to protect the confidentiality of its own
confidential information of like kind (but not less than reasonable care); (ii) not use any Confidential Information of the
Disclosing Party for any purpose outside the scope of this Agreement and (iii) except as otherwise authorized by the
Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees
and contractors who need access for purposes consistent with this Agreement and who have signed confidentiality
agreements with the Receiving Party containing protections not less protective of the Confidential Information than those
herein.
c) Exceptions. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled
by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the
extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest
the disclosure.
d) Equitable Relief. The parties recognize and agree there may be no adequate remedy at law for breach of the provisions
of the confidentiality obligations set forth in this Section 12, that such a breach may irreparably harm the Disclosing
Party and the Disclosing Parry is entitled to seek equitable relief (including, without limitation, an injunction) with respect
to any such breach or potential breach in addition to any other remedies available to it at law or in equity.
13. Representations, Warranties, and Disclaimers.
a) Mutual Representations. Each party represents and warrants to the other party that (i) it has full power and authority
under all relevant laws and regulations and is duly authorized to enter into this Agreement; and (ii) to its knowledge, the
execution, delivery and performance of this Agreement by such party does not conflict with any agreement, instrument
or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law or regulation of
any court, governmental body or administrative or other agency having jurisdiction over it.
b) Additional Customer Representations and Warranties. Customer hereby represents and warrants to NEOGOV that: (1)
Customer and Authorized Users have all necessary rights and authority to upload Customer Data to the Service without
violating any thud parry's proprietary or privacy rights, including intellectual property rights; (2) Customer Data does
not contain any viruses, worms, Trojan horses, or other harmful or destructive code or content; and (3) Customer will use
the Service in compliance with all laws, rules, regulations, and this Agreement.
c) Service Performance Warranty. NEOGOV warrants that it provides the Services using a commercially reasonable level
of care and skill and in a professional manner in accordance with generally recognized industry standards for similar
services.
d) No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS WARRANTY SECTION,
THE SERVICES AND ANY OTHER INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE"
BASIS, AND CUSTOMER'S USE OF THE SERVICES IS AT ITS OWN RISK. NEOGOV DOES NOT MAKE, AND
HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING,
BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING,
USAGE, OR TRADE PRACTICE. NEOGOV DOES NOT WARRANT THAT THE SERVICES WILL BE
UNINTERRUPTED, ERROR -FREE, OR COMPLETELY SECURE, OR THAT ANY ERROR WILL BE
CORRECTED.
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
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INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES
PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD
PARTIES CAN IMPAIR OR DISRUPT CUSTOMER'S CONNECTIONS TO THE INTERNET (OR PORTIONS
THEREOF). ALTHOUGH NEOGOV WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL
ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, NEOGOV CANNOT
GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, NEOGOV DISCLAIMS ANY AND
ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS OR WITH RESPECT TO ANY THIRD
PARTY SERVICES.
f) No Medical Advice. Through certain Services, NEOGOV may make certain telehealth related information available to
Customer and/or facilitate user access to telemedicine, expert medical services, and/or emergency medical services.
NEOGOV is independent from healthcare providers who provide telemedicine services and is not responsible for such
healthcare providers' acts, omissions or for any content or communications made by them. The Services do not provide
medical advice and do not create a healthcare provider/patient relationship between Customer and NEOGOV or
otherwise. Any Services, or content accessed from the Services, are for informational purposes only and do not constitute
medical advice. Customer should seek professional medical advice, diagnosis, and/or treatment for any and all medical
conditions, whether as a result of using Services or otherwise. NEOGOV IS NOT RESPONSIBLE OR LIABLE FOR
ANY ADVICE, COURSE OF TREATMENT, DIAGNOSIS OR ANY OTHER TREATMENT OR INFORMATION
THAT CUSTOMER OR ITS USERS MAY OBTAIN THROUGH THE USE OF THE SERVICES.
14. Indemnification.
a) Customer Indemnity. To the extent permitted by applicable law, Customer will defend and indemnify NEOGOV from
and against any claim, demand, suit or proceeding made or brought against NEOGOV (i) by a third party alleging that
any Customer Data infringes or misappropriates such third party's intellectual property rights, (ii) in connection with
Customer's violation of any applicable laws, or (iii) any claim or allegation by any third parry resulting from or related
to Customer's or any of its Authorized User's breach of Section 3 of this Agreement.
b) NEOGOV Indemnity. Subject to subsections 14(b)(i) through 14(b)(iii) and 14(c) of this Section, if a third parry makes
a claim against Customer that any NEOGOV intellectual property furnished by NEOGOV and used by Customer
infringes a third parry's intellectual property rights, NEOGOV will defend the Customer against the claim and indemnify
the Customer from the damages and liabilities awarded by the court to the third -party claiming infringement or the
settlement agreed to by NEOGOV.
i) Alternative Resolution. If NEOGOV believes or it is determined that any of the Services may have violated a third
parry's intellectual property rights, NEOGOV may choose to either modify the Services to be non -infringing or
obtain a license to allow for continued use. If these alternatives are not commercially reasonable, NEOGOV may
end the subscription or license for the Services and refund a pro-rata portion of any fees covering the whole months
that would have remained, absent such early termination, following the effective date of such early termination.
ii) No Duty to Indemnify. NEOGOV will not indemnify Customer if Customer alters the Service or Service
Specifications, or uses it outside the scope of use or if Customer uses a version of the Service or Service
Specifications which has been superseded, if the infringement claim could have been avoided by using an unaltered
current version of the Services or Service Specifications which was provided to Customer, or if the Customer
continues to use the infringing material after the subscription expires: NEOGOV will not indemnify the Customer
to the extent that an infringement claim is based upon any information, design, specification, instruction, software,
data, or material not furnished by NEOGOV. NEOGOV will not indemnify Customer for any portion of an
infringement claim that is based upon the combination of Service or Service Specifications with any products or
services not provided by NEOGOV. NEOGOV will not indemnify Customer for infringement caused by Customer's
actions against any third parry if the Services as delivered to Customer and used in accordance with the terms of the
Agreement would not otherwise infringe any third -party intellectual property rights.
iii) Exclusive Remedy. This Section provides the exclusive remedy for any intellectual property infringement claims or
damages against NEOGOV.
c) Indemnification Procedures. In order to receive the indemnities described hereunder, the indemnified party must: (i)
promptly notify the indemnifying party, in writing, of any claim; (ii) cooperate reasonably with indemnifying party, at
the indemnifying party's expense, in the defense and/or settlement thereof; and (iii) allow the indemnifying parry to
control the defense and/or settlement thereof except that the indemnifying party may not, without the indemnified party's
prior written consent, enter into any settlement that does not unconditionally release the indemnified parry from liability.
The indemnified party shall have the right to participate in any defense of a claim and/or to be represented by counsel of
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its own choosing at its own expense, provided that ultimate control of such defense shall remain solely with the
indemnifying party.
15. Limitations of Liability.
a) EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS
SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT,
TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, INCLUDING FOR ANY: (a) LOSS
OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT,
INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE,
CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF
'REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY OR
PROFIT, OR LOSS OF REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY,
SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE
ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE
OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER
REMEDY OF ITS ESSENTIAL PURPOSE.
b) CAP ON MONETARY LIABILITY. EXCEPT FOR DAMAGES ARISING OUT OF LIABILITY WHICH CANNOT
BE LAWFULLY EXCLUDED OR LIMITED, OR CUSTOMER'S OBLIGATIONS TO MAKE PAYMENT UNDER
THIS AGREEMENT, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS
AGAINST THE OTHER PARTY UNDER THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO
BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL
OR EQUITABLE THEORY, SHALL NOT EXCEED THE AMOUNT OF ALL PAYMENTS ACTUALLY
RECEIVED BY NEOGOV FROM CUSTOMER IN CONNECTION WITH THIS AGREEMENT IN THE 12 MONTH
PERIOD PRECEDING THE DATE OF THE FIRST EVENT INITIALLY GIVING RISE TO SUCH LIABILITY. THE
EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT.
16. Reimbursement of Costs in Third Party Liti ag tion. With respect to any litigation or other court proceeding involving Customer
and a third party, if any subpoena or other legally binding request related to such litigation or court proceeding is served to
NEOGOV requesting copies of documents maintained by NEOGOV or otherwise requesting NEOGOV to appear as a witness
in any capacity or provide testimony with respect to Customer's documentation, Customer shall reimburse NEOGOV for its
out-of-pocket costs associated with compliance with such request, including but not limited to NEOGOV's reasonable
attorneys' fees.
17. EOL Products. NEOGOV may, in its discretion, at certain times elect to discontinue development, distribution and/or support
of any Service or any elements or versions of any Service, and thereby designate such Service or elements or versions as end
of life ("EOL"). In the event that NEOGOV elects to announce EOL for any Service, NEOGOV will provide six (6) months
prior notice. Customer will have a period of six (6) months after receipt of such notice to upgrade to the last commercially
available (non-EOL) version of the Service, if applicable, or otherwise following the expiration of such six (6) month period,
the Service shall be deemed terminated without penalty and a pro rata refund shall be provided to Customer for the remaining
term of the Service. During the 6-month notice period, Customer may continue exercising all of the rights set forth in this
Agreement with respect to such EOL Service.
18. Text Message Communications. NEOGOV may offer 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
any third parties to receive such text messages. To the extent you utilize text messaging features, NEOGOV shall not be
responsible for your use of such features, and you shall indemnify NEOGOV with respect to any damages resulting from your
use including but not limited any violations of applicable law. NEOGOV MAKES NO WARRANTIES OR
REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO: (a) THE AVAILABILITY OF
TELECOMMUNICATION SERVICES; (b) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE
TELECOMMUNICATION SERVICES; AND (c) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR
FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS, OR SETTINGS CONNECTED WITH THE SERVICES.
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ANEOWVCMW"
19. Publici1y. Unless otherwise provided in the applicable Order Form, NEOGOV may identify Customer as one of its customers
and use Customer's logo for such purposes, subject to any trademark usage requirements specified by Customer.
20. Force Majeure. Except for Customer's payment obligations to NEOGOV, neither party shall be liable for any damages, costs,
expenses or other consequences incurred by the other parry or by any other person or entity for any act, circumstance, event,
impediment or occurrence beyond such parry's reasonable control, including, without limitation: (a) acts of God; (b) changes
in or in the interpretation of any law, rule, regulation or ordinance; (c) strikes, lockouts or other labor problems; (d)
transportation delays; (e) unavailability of supplies or materials; (I) fire or explosion; (g) riot, pandemic, military action or
usurped power; (h) actions or failures to act on the part of a governmental authority; (i) internet service interruptions or
slowdowns, vandalism or cyber-attacks, or 0) any other cause beyond the reasonable control of such party.
21. Independent Contractor: No Third Party Beneficiary: Fulfillment Partners. The relationship of the parties shall be deemed to
be that of an independent contractor and nothing contained herein shall be deemed to constitute a partnership between or a
joint venture by the parties hereto or constitute either party the employee or agent of the other. Customer acknowledges that
nothing in this Agreement gives Customer the right to bind or commit NEOGOV to any agreements with any third parties.
This Agreement is not for the benefit of any third party and shall not be deemed to give any right or remedy to any such parry
whether referred to herein or not. NEOGOV may designate any third -party affiliate, or other agent or subcontractor (each a
"Fulfillment Partner"), without notice to, or the consent of, Customer, to perform such tasks and functions to complete any
Services.
22. Entire Agreement: Amendment; Addendum. This Services Agreement, the Exhibits hereto, each Addendum (as may be
applicable pursuant to the terms therein) and documents incorporated herein, the applicable Order Form, and Special
Conditions (if any) constitute the entire agreement between the parties with respect to the subject matter hereof and supersede
all prior or contemporaneous oral and written statements of any kind whatsoever made by the parties with respect to such
subject matter. It is expressly agreed that the terms of this Agreement and any NEOGOV Order Form shall supersede the
terms in any non-NEOGOV purchase order or other ordering document. Notwithstanding the foregoing, any conflict of terms
shall be resolved by giving priority in accordance with the following order: 1) Special Conditions (if any), 2) NEOGOV Order
Form, 3) the NEOGOV Services Agreement, and 4) incorporated documents (including the Exhibits and each applicable
Addendum). This Agreement supersedes the terms and conditions of any clickthrough agreement associated with the Services.
This Agreement may not be modified or amended (and no rights hereunder may be waived) except through a written instrument
signed by the parties to be bound. If you are subscribing for the ERIS, Vetted, or PowerEngage Platform, you hereby
specifically agree to the terms of the applicable Addendum set forth on the NEOGOV Site. In addition, certain Services may
disclose the use of artificial intelligence, in which case, Customer hereby agrees to the terms of the Al Addendum set forth on
the NEOGOV Site.
23. General.
a) Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the state
of California, without giving effect to conflict of law rules. Any legal action or proceeding relating to this Agreement
shall be instituted only in any state or federal court in Los Angeles, California.
b) Severability. If any provision of this Agreement is held to be illegal or unenforceable, such provision shall be limited or
eliminated to the minimum extent necessary so that the remainder of this Agreement will continue in full force and effect.
Provisions that survive termination or expiration are those relating to, without limitation, accrued rights to payment,
acknowledgements and reservations of proprietary rights, confidentiality obligations, warranty disclaimers, and
limitations of liability, and others which by their nature are intended to survive.
c) Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed to
have been duly given either when personally delivered, one (1) business day following delivery by recognized 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
Order Form and (ii) NEOGOV at the address specified in the applicable Order Form.
d) Waiver. The waiver, express or implied, by either parry of any breach of this Agreement by the other party will not waive
any subsequent breach by such party of the same or a different kind. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original, but all of which taken together shall constitute one and the same
instrument.
e) Electronic Delivery. Delivery of a copy of this Agreement or an Order Form bearing an original signature by electronic
mail or by any other electronic means will have the same effect as physical delivery of the paper document bearing the
original signature.
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f) Assignment. Customer may not assign this Agreement without the express written approval of NEOGOV Any attempt
at assignment in violation of this Section shall be null and void.
g) Construction. The parties intend this Agreement to be construed without regard to any presumption or rule requiring
construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The
exhibits, addendum, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to
the same extent as if they were set forth verbatim herein.
h) Subcontractors. For purposes of this Agreement, including any subsequent documentation requested by Customer
pursuant to this Agreement, the term "subcontractors" shall exclude subcontractors (i) who perform routine software
development and maintenance services which are not specific to the Customer, (ii) subcontractors who will not have
any access to Customer Data, and (iii) subcontractors who have access to Customer Data solely within NEOGOV's or
Customer's systems.
10
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NEOGOV"
Exhibit A
Government Customer Addendum
PowerDMS
Digital Management Software
A NEOGOV C&r""
If Customer is a Government Customer, the following Government Customer Addendum ("Government Addendum") forms part
of the Services Agreement, and in the case of any conflict or inconsistency between the terms and provisions of this Addendum
and any other provision of the Services Agreement, the terms of this Government Addendum shall control. For purposes hereof, a
"Government Customer" means a Customer which is a (a) U.S. Federal agency, (b) state government, agency, department,
or political subdivision (including a city, county or municipal corporation), or (c) instrumentality of any of the foregoing (including
a municipal hospital or municipal hospital district, police or fire department, public library, park district, state college or university,
Indian tribal economic development organization, or port authority).
1. Applicability. The provisions of this Addendum shall apply only if Customer is a Government Customer under the
Services Agreement.
2. Termination for Non -Appropriation of Funds on Multi -Year Deals. Customer represents that it has received
sufficient appropriation of funds by the applicable legislature (or other appropriate governmental body) ("Governmental
Appropriation") for the first year of the term of any Order Form executed by Customer (the "First Year" and all such
years following the First Year which are included in the term of an Order Form, the "Future Years"). If Customer is
subject to federal, state or local law which makes Customer's financial obligations under this Services Agreement
contingent upon Governmental Appropriation, and if such funds are not forthcoming or are insufficient due to failure of
such Governmental Appropriation, then Customer will have the right to terminate the then remaining portion of any
Future Years under the Services Agreement at no additional cost and with no penalty by giving prior written notice
documenting the lack of funding. Customer will provide at least thirty (30) days advance written notice of such
termination. Customer will use reasonable efforts to ensure appropriated funds are available. It is expressly agreed that
Customer shall not activate this non -appropriation provision for its convenience or to circumvent the requirements of this
Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis, which affects generally its fiscal
operations. If Customer terminates the Services Agreement under this Section 2, Customer agrees not to replace the
Services with functionally similar products or services for a period of one year after the termination of the Services
Agreement.
3. Indemnification. If Customer is prohibited by federal, state or local law from agreeing to hold harmless or indemnify
third parties, Section 14(a) and the indemnification provision included in Section 18 of the Services Agreement shall not
apply to Customer, to the extent disallowed by applicable law.
4. Open Records. If the Customer is subject to federal or state public records laws, including laws styled as open records,
freedom of information, or sunshine laws ("Open Records Laws") the confidentiality requirements of Section 12 of the
Services Agreement apply only to the extent permitted by Open Records Laws applicable to the Customer. This Section
is not intended to be a waiver of any of the provisions of the applicable Open Records Laws, including, without limitation,
the requirement for the Customer to provide notice and opportunity for NEOGOV to assert an exception to disclosure
requirements in accordance with the applicable Open Records laws.
5. Cooperative Purchasing. As permitted by law, it is understood and agreed by Customer and NEOGOV that any (i)
federal, state, local, tribal, or other municipal government (including all administrative agencies, departments, and offices
thereof); (ii) any business enterprise in which a federal, state, local, tribal or other municipal entity has a full, majority,
or other controlling interest; and/or (iii) any public school (including without limitation K-12 schools, colleges,
universities, and vocational schools) (collectively referred to as the "New Entity") may purchase the Services specified
herein in accordance with the terms and conditions of this Agreement. It is also understood and agreed that each New
Entity will establish its own contract with NEOGOV, be invoiced therefrom and make its own payments to NEOGOV in
accordance with the terms of the contract established between the New Entity and NEOGOV. With respect to any
purchases by a New Entity pursuant to this Section, Customer: (i) shall not be construed as a dealer, re -marketer,
representative, partner or agent of any type of NEOGOV, or such New Entity; (ii) shall not be obligated, liable or
responsible for any order made by New Entities or any employee thereof under the agreement or for any payment required
to be made with respect to such order; and (iii) shall not be obliged, liable or responsible for any failure by any New
Entity to comply with procedures or requirements of applicable law or to obtain the due authorization and approval
necessary to purchase under the agreement. Termination of this Agreement shall in no way limit NEOGOV from
soliciting, entering into, or continuing a contractual relationship with any New Entity. Any New Entity who purchases
Services under this Section hereby represents that is has the authority to use this Services Agreement for the purchase
and that the use of the Services Agreement for the purchase is not prohibited by law or procurement regulations applicable
to the New Entity.
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NEOGOV'"
Exhibit B
Integration Terms Addendum
PUWerDMS
Digital Management Software
A NEOGOV CWMAM
NEOGOV offers integrations and platform APIs for integrations to third parry systems ("Integration Services"). Customer
may use only those Integration Services purchased or subscribed to as listed within the NEOGOV Order Form. The following
terms (the "Integration Terms Addendum") shall apply to the extent that Customer utilizes a system integration between the
Services and either: (a) an affiliated integrated service, including those found at
hLtps:Hapi.neogov.com/connect/marketplace.htrnl ("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"). Integration Services are not available for MS Services and this Exhibit B shall not
apply to MS Services.
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, includingall 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 -parry license
agreements. Customer has no right or license with respect to any third -party materials except as expressly licensed under
such third -parry 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 rightor 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 -parry 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://ai)i.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 wholeor in part by Customer's delay in performing, or failure to perform, any of its obligations
under this Agreement. NEOGOV will provide Customer maintenance and support services for API issues arising from
the information technology designed, developed, and under then current control of NEOGOV. NEOGOV shall have no
obligation to provide maintenance or support for issues arising from the inaction or action of Customer or third parties
of which are outside NEOGOV control.
6. Provision of Open API. In the event license fees 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 ofthe mutual covenants set forth
12
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NEOGOV'"
PUwerDMS
Digital Management Software
A NEOGOV Can PKW
in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein.
Notwithstanding the foregoing, NEOGOV reserves the right to charge for access with effect from the start of each
Renewal Term by giving Customer at least ninety (90) day notice prior to commencement of a Renewal Term.
API Key. In order to use and access the Open API, you must obtain an Open API key through the registration process.
Customer agreesto monitor Customer Applications for any activity that violates applicable laws, rules and regulation, or
any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior.
This Agreement does not entitle Customer to any support for the Open API. You acknowledge that NEOGOV may
update or modify the Open API from time to time and at our sole discretion and may require you to obtain and use the
most recent version(s). You are required to make any such changes to Customer Applications that are required for
integration as a result of such Update at Customer sole cost and expense. Updates may adversely affect how Customer
Applications communicate with the Services.
8. Efficient Processing. You must use efficient programming, which will not cause an overwhelming number of requests to
be made in too short a period of time, as -determined solely by NEOGOV. If this occurs, NEOGOV reserves the right to
throttle your API connections,or suspend or terminate your access to the Open API. NEOGOV shall use reasonable
efforts to provide Customer notice and reasonable time to cure prior to taking such actions.
Open API Limitations. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT
WILL NEOGOVBE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT,
NEGLIGENCE, STRICTLIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, LOST
PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF
BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY
KIND ARISING OUT OF THE USE OR INABILITY TO USE THE OPEN API; OR ANY DAMAGES, IN THE
AGGREGATE, IN EXCESS OF FIFTY DOLLARS, EVEN IF NEOGOV HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE
FORESEEABLE OR NEOGOV WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU
MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE
YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.
10. Open API Termination. Notwithstanding the additional Termination rights herein, NEOGOV may immediately
terminate or suspend Customer access to Open APIs in our sole discretion at any time and for any reason, with or without
notice or cause. In addition, your Open API subscription will terminate immediately and automatically without any
notice if you violate any of the terms and conditions of this Agreement.
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PowerDIMS 2720 Park PI. Suite 700
byNEOGOV El Segundo, CA 90245 NEOGOV
THIS IS NOT AN INVOICE
Contract Records Order Details Number: A-618313 Order #: Q-452361
Customer: Sunny Isles Beach, City of (FL) Valid Until: 4/1 /2026
Effective Employee Count: 220
Sales Rep: Renewals Team
Customer Contact
Billing Contact: Sunny Isles Beach, City of (FL) Shipping Contact: Sunny Isles Beach, City of (FL)
Makia Curry Makia Curry
Billing Address: 18070 Collins Ave Shipping Address: 18070 Collins Ave
Sunny Isles Beach, FL 33160 Sunny Isles Beach, FL 33160
Billing Contact Email: mcurry@sibfl.net
Billing Phone: 305-792-1708
Shipping Contact Email: mcurry@sibfl.net
Shipping Phone: 305-792-1708
Payment Terms
Payment Term: Net 60 Notes: Sourcewell bid via 030425-PDMS
PO Number: SSO-L-200-249 (Single Sign On) MSRP $1704.30
IN-L-200-249 (Insight) MSRP $12145.15
PO-L-300-399 (PowerPolicy) $23166.75
TRA-L-300-399 (LegacyTraining) MSRP $4916.25
ON-L-200-249 (Onboard) MSRP $10627.15
May 2026 Prorated
Item
Type
Start Date
End Date
Qty.
License Type
Total (USD)
Single Sign On Subscription
Recurring
5/1/2026
9/17/2026
220
Employee
Based
$570.84
May 2026 Prorated TOTAL:
$570.84
September 2026
Item
Type
Start Date
End Date
Qty.
License Type
Total (USD)
Single Sign On Subscription
Recurring
9/18/2026
9/17/2027
220
Employee
$1,523.73
Based
Insight Subscription
Recurring
9/18/2026
9/17/2027
220
Employee
$11,279.27
Based
PowerPolicy Professional
Recurring
2/24/2027
9/17/2027
399
User Count
$7,935.79
Subscription
Based
A policy and compliance management platform that lets you create, edit, organize, and distribute content from a secure, cloud -based site. Included are key features such as
automatic workflows, signature capture and tracking, side -by -side comparison, Public -Facing Documents, PowerDMS University, and Analytics for advanced reporting.
Legacy Training Included
Recurring
2/24/2027
9/17/2027
399
User Count
$0.00
Based
A training solution that lets you create, deliver, and track training content online, including videos and PowerPoint presentations. It integrates with PowerDMS Select and
Professional, giving you the ability to attach policies to training courses while ensuring version control. This is granted to legacy customers.
Page 1 of 4
222
P(DwerDMS 2120 Park Pl. Suite 100
6YNE000V El Segundo, CA 90245 NEOGOV
Item
Type
Start Date
End Date
Qty.
License Type
Total (USD)
Onboard Subscription
Recurring
3/8/2027
9/17/2027
220
Employee
Based
$3,760.38
September 2026 TOTAL:
$24,499.17
September 2027
Item
Type
Start Date
End Date
Qty.
License Type
Total (USD)
Single Sign On Subscription
Recurring
9/18/2027
9/17/2028
220
Employee
$1,615.15
Based
Insight Subscription
Recurring
9/18/2027
9/17/2028
220
Employee
$11,730.44
Based
PowerPolicy Professional
Recurring
9/18/2027
9/17/2028
399
User Count
$15,076.43
Subscription
1
Based
A policy and compliance management platform that lets you create, edit, organize, and distribute content from a secure, cloud -based site. Included are key features such as
automatic workflows, signature capture and tracking, side -by -side comparison, Public -Facing Documents, PowerDMS University, and Analytics for advanced reporting.
Legacy Training Included
Recurring
9/18/2027
9/17/2028
399
User Count
$0.00
1
Based
A training solution that lets you create, deliver, and track training content online, including videos and PowerPoint presentations. It integrates with PowerDMS Select and
Professional, giving you the ability to attach policies to training courses while ensuring version control. This is granted to legacy customers.
Onboard Subscription
Recurring
9/18/2027
9/17/2028
220
Employee
$7,700.48
Based
September 2027 TOTAL: 1 $36,122.50 -
September 2028
Item
Type
Start Date
End Date
Qty.
License Type
Total (USD)
Single Sign On Subscription
Recurring
9/18/2028
9/17/2029
220
Employee
$1,695.91
Based
Insight Subscription
Recurring
9/18/2028
9/17/2029
220
Employee
$12,199.66
Based
PowerPolicy Professional
Recurring
9/18/2028
9/17/2029
399
User Count
$16,282.54
Subscription
Based
A policy and compliance management platform that lets you create, edit, organize, and distribute content from a secure, cloud -based site. Included are key features such as
automatic workflows, signature capture and tracking, side -by -side comparison, Public -Facing Documents, PowerDMS University, and Analytics for advanced reporting.
Legacy Training Included
Recurring
9/18/2028
9/17/2029
399
User Count
$0.00
1
1
Based
A training solution that lets you create, deliver, and track training content online, including videos and PowerPoint presentations. It integrates with PowerDMS Select and
Professional, giving you the ability to attach policies to training courses while ensuring version control. This is granted to legacy customers.
Onboard Subscription
Recurring
9/18/2028
9/17/2029
220
Employee
$8,316.52
Based
September 2028 TOTAL: $38,494.63
Page 2 of 4
223
PowerDMS
byNEOGOv
September 2029
t 800.749.5104
2120 Park PI. Suite 100
Ell Segundo, CA 90245
NEOGOV
Item
Type
Start Date
End Date
Qty.
License Type
Total (USD)
Single Sign On Subscription
Recurring
9/18/2029
9/17/2030
220
Employee
$1,763.75
Based
Insight Subscription
Recurring
9/18/2029
9/17/2030
220
Employee
$12,687,65
Based
PowerPolicy Professional
Recurring
9/18/2029
9/17/2030
399
User Count
$17,585.14
Subscription
Based
A policy and compliance management platform that lets you create, edit, organize, and distribute content from a secure, cloud -based site. Included are key features such as
automatic workflows, signature capture and tracking, side -by -side comparison, Public -Facing Documents, PowerDMS University, and Analytics for advanced reporting.
Legacy Training Included
Recurring
9/18/2029
9/17/2030
399
User Count
$0.00
Based
A training solution that lets you create, deliver, and track training content online, including videos and PowerPoint presentations. It integrates with PowerDMS Select and
Professional, giving you the ability to attach policies to training courses while ensuring version control. This is granted to legacy customers.
Onboard Subscription
Recurring
9/18/2029
9/17/2030
220
Employee
$8,981.84
Based
September 2029 TOTAL:
$41,018.38
Total: $140,705.52
License Terms: Enterprise license denotes that Customer has purchased an enterprise wide license up to the employee count specified above.
User based license denotes that Customer has purchased the number of licenses set forth in the quantity column. Item count denotes the number
of items that Customer has licensed as set forth in the quantity column.
Payment Terms: All invoices issued hereunder are due upon the invoice due date. If the Order is for a period longer than one year, the fees for
the first period shown shall be invoiced immediately and the fees for future years/periods shall be invoiced annually in advance of each 12 month
period shown on the Order, but regardless of the billing cycle, Customer is responsible for the fees for the entire Order. The fees set forth in this
Service Order are exclusive of all applicable taxes, levies, or duties imposed by taxing authorities and Customer shall be responsible for payment of
any such applicable taxes, levies, or duties. All payment obligations are non -cancellable, and all fees paid are non-refundable. Payment for services
ordered hereunder shall be made to Govern mentjobs.com, Inc., (D/B/A NEOGOV).
Terms & Conditions: This Order Form creates a legally binding contract on the parties. Unless otherwise agreed in a written agreement between
GovernmentJobs.com, Inc. (D/B/A/ NEOGOV), parent company of PowerDMS, Inc., Cuehit, Inc., Ragnasoft LLC (D/B/A/ PlanIT Schedule), and
Design PD, LLC (D/B/A Agency360) (collectively, "NEOGOV") and Customer, this Order Form and the services to be furnished pursuant to this
Order Form are subject to the terms and conditions set forth in NEOGOV's Sourcewell contract #030425-PDMS (the "Sourcewell Agreement") and
the most recently published version of the NEOGOV Services Agreement available at https://www.neogov.com/service-specifications with the
following modifications: (i) the Effective Date (as defined in the NEOGOV Services Agreement) shall be the date set forth below, and (ii) the SKU
and pricing applicable to this purchase shall be as specified in this Order Form. The services provided to Sourcewell member# 19200 are being
provided at the contractually obligated discount of 5% or more from NEOGOV's published MSRP. Future years included on this Order Form will be
at the contractually obligated discount of 5% or more from NEOGOV's published MSRP for that stated year. By signing below, Customer confirms
it has the authority to use the Sourcewell Agreement for this purchase and that the use of the Sourcewell Agreement for this purchase is not
prohibited by law or procurement regulations or standards applicable to Customer. The Effective Date (as defined in the terms and conditions)
shall be the Subscription Start Date.
Your signature below constitutes acceptance of terms herein and contractual commitment to purchase the items listed above.
Page 3 of 4
224
.51
Pcbwe r D M S 2120 Park PI1. Suite 100
bl►NEOGUV El Segundo, CA 90245
Accepted and Agreed By: Sunny Isles Beach, City of Signed By NEOGOV:
(FL)
Signature:
Printed Name:
Title:
Date:
I�IS�Z�Z�PI
E§DocuSigned by:
Signature: M PViws
2088ADAABC9D453...
Printed Name: Amy Prins
Title: Director of customer Renewals
Date: 3/4/2026 1 9:03:05 AM PST
THE INFORMATION AND PRICING CONTAINED IN THIS ORDER FORM IS STRICTLY CONFIDENTIAL
Page 4 of 4
225
Docusign Envelope ID: CC1087F1-D7F5-405B-9861-0027E049760A
ADDENDUM TO SERVICES AGREEMENT AND ORDER NO. 0-452361
WITH GOVERNMENTJOBS.COM, INC., d/b/a NEOGOV
CONTRACT NO.2026-9079
THIS ADDENDUM between the CITY OF SUNNY ISLES BEACH, Florida
(hereinafter "Customer" or "CITY") and GOVERNMENTJOBS.COM, INC., d/b/a NEOGOV,
whose Federal Employer Identification (FEI) No. is 33-0888748 (hereinafter "NEOGOV"),
executed March 2026, is made a part of the Order Form and Services Agreement (V011025)
between CITY and NEOGOV, dated March T, 2026 ("Agreement"). CITY and NEOGOV
hereby agree as follows:
1. Section 12(a) of the Agreement is amended as follows:
a) Definition of Confidential Information. "Confidential Information" means all
information disclosed by a party ("Disclosing Party") to the other party ("Receiving
Party"), whether orally or in writing, that is designated as confidential or that
reasonably should be understood to be confidential given the nature of the
information and the circumstances of disclosure. Customer's Confidential
Information includes its Customer Data. NEOGOV Confidential Information
includes the NEOGOV Intellectual Property and the Services. The Confidential
Information of each party includes the tet!ms and eendifiens of this Agreement and
all der Forms -(ined neiag); as well business and marketing plans,
technology and technical information, product plans and designs, and business
processes disclosed by such party. However, Confidential Information does not
include any information that (a) is or becomes generally known to the public
without breach of any obligation owed to the Disclosing Party, (b) was known to
the Receiving Party prior to its disclosure by the Disclosing Party without breach
of any obligation owed to the Disclosing Party, (c) is received from a third party
without breach of any obligation owed to the Disclosing Party, or (d) was
independently developed by the Receiving Party.
2. Section 16 of the Agreement is amended as follows:
3. Section 19 of the Agreement is amended as follows:
19. Publicitv. Unless otherwise provided in the applicable Order Form, NEOGOV may
Docusign Envelope ID: CC1087F1-D7F5-405B-9861-0027E049760A
Addendum to Services Agreement
Sunny Isles Beach, Florida
identify Customer as one of its customers and use Gustamer-'s lege for s,•r
4. Section 23(a) of the Agreement is amended as follows:
a) Governing Law and Venue. This Agreement shall be governed by and construed in
accordance with the laws of the state of Cai-femia Florida, without giving effect to
conflict of law rules. Any legal action or proceeding relating to this Agreement
shall be instituted only in any state or federal court in Les Angeles, Califefflia
Miami -Dade County, Florida.
5. The following new sections are added to the Agreement:
24. PUBLIC RECORDS. NEOGOV shall be required to comply with the following
requirements under Florida's Public Records Law:
A. NEOGOV shall keep and maintain public records required by the Customer to perform
the service.
B. Upon written request from the Customer, NEOGOV shall provide the Customer with a
copy of the requested records within a reasonable time at a cost that does not exceed
the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law.
C. NEOGOV shall 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
NEOGOV does not transfer the records to Customer.
D. Upon written request, NEOGOV shall, upon completion of the contract, transfer, at no
cost, to the Customer all public records in possession of NEOGOV or keep and
maintain public records required by Customer to perform the service. If NEOGOV
transfers all public records to Customer upon completion of the contract, upon written
request, NEOGOV shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. If NEOGOV
keeps and maintains public records upon completion of the contract, NEOGOV shall
meet all applicable requirements for retaining public records. All records stored
electronically must be provided by NEOGOV to Customer, upon written request from
Customer in a format that is compatible with the information technology systems of
Customer. Notwithstanding the above, neither party shall be required to erase, delete,
alter or destroy back-up media made in the ordinary course of business.
IF NEOGOV HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO NEOGOV'S DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTOMER'S
CUSTODIAN OF PUBLIC RECORDS AT (305) 792-1703, CityClerkgsibfl.net, 18070
Collins Avenue, 411 Floor, Sunny Isles Beach, Florida 33160.
25. SCRUTINIZED COMPANIES. Pursuant to Florida Statutes Section 287.135,
contracting with any entity that is listed on the Scrutinized Companies that Boycott Israel List
Page 2 of 7
Docusign Envelope ID: CC1087F1-D7F5-405B-9861-0027E049760A
Addendum to Services Agreement
Sunny Isles Beach, Florida
or that is engaged in the boycott of Israel is prohibited. NEOGOV herein certifies, under
penalty of perjury, that NEOGOV is not participating in a boycott of Israel. Any contract for
goods or services of One Million Dollars ($1,000,000) or more. shall be terminated at the
Customer's option if it is discovered that the entity submitted false documents of certification,
is listed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized
Companies with Activities in the Iran Terrorism Sectors List, created pursuant to Florida
Statute, Section 215.473, or has been engaged in business operations in Cuba or Syria after
July 1, 2018.
Any contract entered into or renewed after July 1, 2018 shall be terminated at Customer's
option if NEOGOV is listed on the Scrutinized Companies that Boycott Israel List or engaged
in the boycott of Israel. NEOGOV must submit the certification that is attached to this
agreement as Attachment "A." Submitting a false certification shall be deemed a material
breach of contract. Customer shall provide notice, in writing, to NEOGOV of Customer's
determination concerning the false certification. NEOGOV shall have ninety (90) days
following receipt of the notice to respond in writing and demonstrate that the determination
was in error. If NEOGOV does not demonstrate that Customer's determination of false
certification was made in error, then Customer shall have the right to terminate the contract
and seek civil remedies pursuant to Florida Statute Section 287.135.
26. E-VERIFY. Florida Statute 448.095 directs all public employers, including
municipal governments, to verify the employment eligibility of all new public employees
through the U.S. Department of Homeland Security's E-Verify System, and further provides
that a public employer may not enter into a contract unless each party to the contract registers
with and uses the E-Verify system. Florida Statute 448.095 further provides that if NEOGOV
enters into a contract with a subcontractor, the subcontractor must provide NEOGOV with an
affidavit stating that the subcontractor does not employ, contract with, or subcontract with an
unauthorized alien. In accordance with Florida Statute 448.095, NEOGOV is required to verify
employee eligibility using the E-Verify system for all existing and new employees hired by
NEOGOV during the contract term. Further, NEOGOV must also require and maintain the
statutorily required affidavit of its subcontractors. It is the responsibility of NEOGOV to ensure
compliance with E-Verify requirements (as applicable). To enroll in E-Verify, employers
should visit the E-Verify website (https://www.e-verify.aov/employers/enrolling-in-e-verify)
and follow the instructions. NEOGOV must retain the I-9 Forms for inspection, and provide
the attached E-Verify Affidavit, attached hereto as Attachment `B."
27. HUMAN TRAFFICKING. Pursuant to Section 787.06, Florida Statutes, entitled
"Human Trafficking," a governmental entity cannot execute, renew, or extend a contract with
a nongovernmental entity that uses coercion for labor or services, as defined in Section
786.06(2), Florida Statutes. NEOGOV must submit the affidavit that is attached to this
agreement as Attachment "C," signed by an officer or an authorized representative of
NEOGOV, under penalty of perjury, attesting that NEOGOV does not use coercion for labor
or services as defined in Section 786.06(2), Florida Statutes. Submitting a false certification
shall be deemed a material breach of contract.
Page 3 of 7
Docusign Envelope ID: CC1087F1-D7F5-405B-9861-0027E049760A
Addendum to Services Agreement
Sunny Isles Beach, Florida
IN WITNESS WHEREOF, the parties hereto have executed this Addendum on the day and
year first written above.
GOVERNMENTJOBS.COM, INC.,
d/b/a/ NEOGOV
BY: FSigned by:
9� �Vila,S
Signature sescsaea...
Amy Prins Director of
Print Name & Title
STATE OF FL
COUNTY OF orange
Customer, is
The foregoing instrument was acknowledged before me by means of ❑ physical presence or lxl
online notarization, this 17th day of March 2026, by Amy Prins as
Authorized Agent of Govermentjobs.com, Inc., d/b/a NEOGOV.
JENNIFER EMERICK
NOTARY PUBLIC
(SEAL) STATE OF FLORIDA
Commission 4HH 659759
My Commission Expires 4/1/2029
ONLINE NOTARY
1
`iPersonal Known x or
oduced Identification Type of Identification Produced:
ATTEST: CITY OF SUN Y IS ES BEACH
BY: BY:
Mauricio ,Betancyr, CMC, City Clerk Larisa Svechin, Mayor
rSigned by:
t bt to l�t V f kt yi&
Notary Public, State of Florida
(Signature of Notary Public)
Jennifer Emerick HH 659759
(Print, Type, or Stamp Commissioned
Name of Notary Public)
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
BY:
Alain E. Boileau for Nabors, Giblin
& Nickerson, P.A.
Page 4 of 7
Docusign Envelope ID: CC1087F1-D7F5-405B-9861-0027E049760A
Addendum to Services Agreement
Sunny Isles Beach, Florida
ATTACHMENT A
Page 5 of 7
Docusign Envelope ID: CC1087F1-D7F5-405B-9861-0027E049760A
4 yy�NY SES
u( x
CONTRACTOR ANTI -BOYCOTT CERTIFICATION
[PURSUANT TO FLORIDA STATUTE § 287.1351
j� Amy Prins ,on behalf of Governmentjobs. com Inc, DBA!,NEOGOV
Print Name Company Name
certifies that Governmentjobs.com Inc, 1)66&R�W
Company Name
1. Participate in a boycott of Israel; and
2. Is not on the Scrutinized Companies that Boycott Israel list; and
3. Is not on the Scrutinized Companies with Activities in Sudan List; and
4. Is not on the Scrutinized Companies with Activities in the Iran Terrorism
Sectors List; and
5. Has not engaged in business operations in Cuba or Syria.
FaSigned by:
�� f yivus
E1 Bfi8�9E9Bfi46ic...
Signature
Director of customer Renewals
Title
3/17/2026 1 2:26 PDT
Date
Docusign Envelope ID: CC1087F1-D7F5-405B-9861-0027E049760A
Addendum to Services Agreement
Sunny Isles Beach, Florida
ATTACHMENT B
Page 6 of 7
Docusign Envelope ID: CC1087F1-D7F5-405B-9861-0027E049760A
Florida Statute 448.095 directs all public employers, including municipal governments, to verify the
employment eligibility of all new public employees through the U.S. Department of Homeland Security's E-
Verify System, and further provides that a public employer may not enter into a contract unless each party
to the contract registers with and uses the E-Verify system.
Florida Statute 448.095 further provides that if a contractor enters into a contract with a subcontractor, the
subcontractor must provide the contractor with an affidavit stating that the subcontractor does not employ,
contract with, or subcontract with an unauthorized alien.
In accordance with Florida Statute 448.095, all contractors doing business with the City of Sunny Isles
Beach are required to verify employee eligibility using the E-Verify system for all existing and new
employees hired by the contractor during the contract term. Further, the contractor must also require and
maintain the statutorily required affidavit of its subcontractors. It is the responsibility of the awarded vendor to
ensure compliance with E-Verify requirements (as applicable). To enroll in E-Verify, employers should visit
the E-Verify website (https://www.e-verify.gov/employers/enrolling-in-e-verify) and follow the
instructions. The contractor must, as usual, retain the 1-9 Forms for inspection.
By affixing your signature below you hereby affirm that you will comply with E-Verify requirements.
Governmentjobs.com Inc, DBA NEOGOV
Company Name
FS19"ed by:
Ed BBB7BE5EBd9Pc..
Offeror Signature
Amy Prins
Print Name
33-0888748
Federal Employer Identification Number (FEIN)
3/17/2026 1 2:26 PDT
Date
Director of Customer Renewals
Title
Notary Public Information
Sworn to and subscribed before me on this this 17th day of March , 2026.
By
Amy Prins
Q Is personally known to me
❑ Has produced identification (type of identification produced:
by:[S�11111
bl:BE29B85JdfiE...
Signature of Notary Public
Jennifer Emerick
Print or Stamp of Notary Public
HH 659759
04/01/2029
Expiration Date
Docusign Envelope ID: CC1087F1-D7F5-405B-9861-0027E049760A
Addendum to Services Agreement
Sunny Isles Beach, Florida
ATTACHMENT C
Page 7 of 7
Docusign Envelope ID: CC1087F1-D7F5-405B-9861-0027E049760A
011.
Affidavit of Compliance with Anti -Human Trafficking Laws
City of Sunny Isles Beach
18070 Collins Avenue
Sunny Isles Beach, FL 33160
Telephone: (305) 947-0606
The undersigned, on behalf of the entity listed below ("Entity"), hereby attests, under penalty of
perjury, as follows:
1. Entity does not use coercion for labor or services as defined in Section 787.06, Florida
Statutes. (Source: § 787.06 (13), Florida Statutes — Human Trafficking).
2. The undersigned is authorized to execute this affidavit on behalf of Entity.
Date: March 17 , 20 26 Signed
Entity:
Governmentjobs.com Inc, DBA NEiqg?He
STATE OF FL
COUNTY OF orange
EA
Signed by:
im PIriln s
Amy Prins
Title: Director of customer Renewals
The foregoing instrument was acknowledged before me, by means of ❑ physical presence or R
online notarization, this 17th day of March 2026 by
Amy Prins as Director of customer Renewals for
Governmentiobs.com Inc, DBA NEOGOV who is perso ally known to
me;pr who has produced as identification. JEN NOTARY IFER X NOTARY PUBLIC
STATE OF FLORIDA
Commission #HH 659759
My Commission Expires 4/1/2029
Signed by: ONLINE NOTARY
Notary Public Signature: L��� State of Florida at Large (Seal)
Print Name: 7ennifer Emerick My commission expires: 04/01/2029
p0werDims,t 8b 3;749 51f3+t
212ti Park PI �sulte:iN E06 0,
-
Y11=si3V EI S•gunlo.CA 90245
THIS IS NOT AN INVOICE
Number:Account . 1 Q-452361
Customer: Sunny Isles Beach, City of 1
Effective Employee Count: 1
Sales Rep: Renewals Team
Billing Contact:
y\
...��a .....aiall;���l�\\\�v�
Sunny Isles Beach, City of (FL)
Shipping Contact:
a,
Sunny Isles Beach, City of (FL)
Makia Curry
Maka Curry
Billing Address:
18070 Collins Ave
Shipping Address:
18070 Collins Ave
Sunny Isles Beach, FL •1
Sunny Isles Beach, FL 33160
Billing Contact Email:
mcurry@sibfl.net
Shipping Contact Email:
mcurry@sibfl.net
Billing Phone:
1 1'
1 1'
May 2026 Prorated
Item
Type
Start Date
End Date
Qty.
License Type
Total (USD)
Single Sign On Subscription
Recurring
5/1/2026
9/17/2026
220
Employee
Based
$570.84
May 2026 Prorated TOTAL:
$570.84
September 2026
Item
Type
Start Date
End Date
Qty.
License Type
Total (USD)
Single Sign On Subscription
Recurring
9/18/2026
9/17/2027
220
Employee
$1,523.73
Based
Insight Subscription
Recurring
9/18/2026
9/17/2027
220
Employee
$11,279.27
Based
PowerPolicy Professional
Recurring
2/24/2027
9/17/2027
399
User Count
$7,935.79
Subscription
1
1
Based
A policy and compliance management platform that lets you create, edit, organize, and distribute content from a secure, cloud -based site. Included are key features such as
automatic workflows, signature capture and tracking, side -by -side comparison, Public -Facing Documents, PowerDMS University, and Analytics for advanced reporting.
Legacy Training Included
Recurring
2/24/2027
9/17/2027
399
User Count
$0.00
1
Based
A training solution that lets you create, deliver, and track training content online, including videos and PowerPoint presentations. It integrates with PowerDMS Select and
Professional, giving you the ability to attach policies to training courses while ensuring version control. This is granted to legacy customers.
Page 1 of 4
t 861V.49.5104
212¢ Park pl, 5ul6-'Iod
El'Segundo;;.CA 90245
Item
Type
Start Date
End Date
Qty.
License Type
Total (USD)
Onboard Subscription
Recurring
3/8/2027
9/17/2027
220
Employee
Based
$3,760.38
September 2026 TOTAL:
$24,499.17
September 2027
Item
Type
Start Date
End Date
Qty.
License Type
Total (USD)
Single Sign On Subscription
Recurring
9/18/2027
9/17/2028
220
Employee
$1,615.15
Based
Insight Subscription
Recurring
9/18/2027
9/17/2028
220
Employee
$11,730.44
Based
PowerPolicy Professional
Recurring
9/18/2027
9/17/2028
399
User Count
$15,076.43
Subscription
1
Based
A policy and compliance management platform that lets you create, edit, organize, and distribute content from a secure, cloud -based site. Included are key features such as
automatic workflows, signature capture and tracking, side -by -side comparison, Public -Facing Documents, PowerDMS University, and Analytics for advanced reporting.
Legacy Training Included
Recurring
9/18/2027
9/17/2028
399
User Count
$0.00
1
Based
A training solution that lets you create, deliver, and track training content online, including videos and PowerPoint presentations. It integrates with PowerDMS Select and
Professional, giving you the ability to attach policies to training courses while ensuring version control. This is granted to legacy customers.
Onboard Subscription
Recurring
9/18/2027
9/17/2028
220
Employee
$7,700.48
1
Based
September 2027 TOTAL: 1 $36,122.50
September 2028
Item
Type
Start Date
End Date
Qty.
License Type
Total (USD)
Single Sign On Subscription
Recurring
9/18/2028
9/17/2029
220
Employee
$1,695.91
Based
Insight Subscription
Recurring
9/18/2028
9/17/2029
220
Employee
$12,199.66
Based
PowerPolicy Professional
Recurring
9/18/2028
9/17/2029
399
User Count
$16,282.54
Subscription
1
Based
A policy and compliance management platform that lets you create, edit, organize, and distribute content from a secure, cloud -based site. Included are key features such as
automatic workflows, signature capture and tracking, side -by -side comparison, Public -Facing Documents, PowerDMS University, and Analytics for advanced reporting.
Legacy Training Included
Recurring
9/18/2028
9/17/2029
399
User Count
$0.00
1
Based
A training solution that lets you create, deliver, and track training content online, including videos and PowerPoint presentations. It integrates with PowerDMS Select and
Professional, giving you the ability to attach policies to training courses while ensuring version control. This is granted to legacy customers.
Onboard Subscription
Recurring
9/18/2028
9/17/2029
220
Employee
$8,316.52
1
Based
September 2028 TOTAL: 1 $38,494.63
Page 2 of 4
t 848 T49:5104
212(}.Park PI. Sulte 1ddNE*0"OV
51 Seguriclo, CA 90245
September 2029
Item
Type
Start Date
End Date
Qty.
License Type
Total (USD)
Single Sign On Subscription
Recurring
9/18/2029
9/17/2030
220
Employee
$1,763.75
Based
Insight Subscription
Recurring
9/18/2029
9/17/2030
220
Employee
$12,687.65
Based
PowerPolicy Professional
Recurring
9/18/2029
9/17/2030
399
User Count
85.14
Subscription
Based
[:��
A policy and compliance management platform that lets you create, edit, organize, and distribute content from a secure, cloud -based site. Included are key features such as
automatic workflows, signature capture and tracking, side -by -side comparison, Public -Facing Documents, PowerDMS University, and Analytics for advanced reporting.
Legacy Training Included
Recurring
9118/2129
9/17/2030
399
User Count
$0.00
1
Based
A training solution that lets you create, deliver, and track training content online, including videos and PowerPoint presentations. It integrates with PowerDMS Select and
Professional, giving you the ability to attach policies to training courses while ensuring version control. This is granted to legacy customers.
Onboard Subscription
Recurring
9118/2129
9/17/2030
220
Employee
$8,981.84
1
1
Based
September 2029 TOTAL:
$41,018.38
Total: $140,705.52
License Terms: Enterprise license denotes that Customer has purchased an enterprise wide license up to the employee count specified above.
User based license denotes that Customer has purchased the number of licenses set forth in the quantity column. Item count denotes the number
of items that Customer has licensed as set forth in the quantity column.
Payment Terms: All invoices issued hereunder are due upon the invoice due date. If the Order is for a period longer than one year, the fees for
the first period shown shall be invoiced immediately and the fees for future years/periods shall be invoiced annually in advance of each 12 month
period shown on the Order, but regardless of the billing cycle, Customer is responsible for the fees for the entire Order. The fees set forth in this
Service Order are exclusive of all applicable taxes, levies, or duties imposed by taxing authorities and Customer shall be responsible for payment of
any such applicable taxes, levies, or duties. All payment obligations are non -cancellable, and all fees paid are non-refundable. Payment for services
ordered hereunder shall be made to Govern mentjobs.com, Inc., (D/B/A NEOGOV).
Terms & Conditions: This Order Form creates a legally binding contract on the parties. Unless otherwise agreed in a written agreement between
Govern mentJobs.com, Inc. (D/B/A/ NEOGOV), parent company of PowerDMS, Inc., Cuehit, Inc., Ragnasoft LLC (D/B/A/ PlanIT Schedule), and
Design PD, LLC (D/B/A Agency360) (collectively, "NEOGOV") and Customer, this Order Form and the services to be furnished pursuant to this
Order Form are subject to the terms and conditions set forth in NEOGOV's Sourcewell contract #030425-PDMS (the "Sourcewell Agreement") and
the most recently published version of the NEOGOV Services Agreement available at https://www.neogov.com/service-specifications with the
following modifications: (i) the Effective Date (as defined in the NEOGOV Services Agreement) shall be the date set forth below, and (ii) the SKU
and pricing applicable to this purchase shall be as specified in this Order Form. The services provided to Sourcewell member# 19200 are being
provided at the contractually obligated discount of 5% or more from NEOGOV's published MSRP. Future years included on this Order Form will be
at the contractually obligated discount of 5% or more from NEOGOV's published MSRP for that stated year. By signing below, Customer confirms
it has the authority to use the Sourcewell Agreement for this purchase and that the use of the Sourcewell Agreement for this purchase is not
prohibited by law or procurement regulations or standards applicable to Customer. The Effective Date (as defined in the terms and conditions)
shall be the Subscription Start Date.
Your signature below constitutes acceptance of terms herein and contractual commitment to purchase the items listed above.
Page 3 of 4
e. t 80'0;749 5104
�10 Park PI Sulte 100
,DMS.
k %11= 3Gf V' EI Seguniiq,;j Ak90245
' N E10 GOV
Accepted and Agreed By: Sunny Isles Beach, City of Signed By NEOGOV:
(FL)
Signature:
Printed Nane:
Title: o rf 1 s, ( hj PLWWZ
Date:
EA2085ADAMM453
DocuSigned by:
Signature: tMy pyivuS
...
Printed Name: Amy Prins
Title: Director of customer Renewals
Date: 3/4/2026 1 9:03:05 AM PST
THE INFORMATION AND PRICING CONTAINED IN THIS ORDER FORM IS STRICTLY CONFIDENTIAL
Page 4 of 4
3R'Ap) .q` y'ro-r
FLO
a,rr 9F suK r
City of Sunny Isles Beach
18070 Collins Avenue
Sunny Isles Beach, Florida 33160
(305) 947-0606 City Hall
(305) 949-3113 Fax
MEMORANDUM
TO: Honorable Mayor and City Commissioners
VIA: Stan Morris, City Manager
FROM: Makia Curry, Human Resources and Risk Management Director
DATE: March 19, 2026
RE: Approval of an Agreement with Govern mentjobs.com NEOGOV for a
Workforce Management Solutions Software
RECOMMENDATION:
Staff is recommending approval of this Resolution.
REASONS:
For well over 14 years, the City has partnered with NEOGOV to provide online job posting software
services to the City. The City has used Insight module to postjobs, process applications, track applicants,
and schedule interviews. The City also utilizes Onboarding module for new hires, which allows us to
process hiring documents online for newly hired employees, and then transition the information into
the City's current Human Resources systems. This reduces the amount of duplicative information that
an applicant must type and allows the City to electronically process the information.
Approving a Agreement with Governmentjobs.com, Inc., d/b/a NEOGOV, to Provide Workforce
Management Solutions, in an Amount not to Exceed $140,705.52.
ADDITIONAL INFORMATION:
NEOGOV is an industry standard for hiring software. Their customer lists span the entire United States,
and the City has successfully used them for many years. The services provided by NEOGOV will allow
the City to take an applicant from application to hiring with integration into the City's HR system in a
quick and effortless process. This allows HR staff to spend less time processing paperwork and more
time assisting employees.
Item Number: 9.K
205
This contract is piggyback Sourcewell contract, #030425-PDMS, titled, Workforce management
software for government.
FUNDING SOURCE:
(Funds are budgeted under IT Software Line).
ATTACHMENTS:
Resolution
Agreement - NEOGOV
Item Number: 9.K
206