Item Type Start Date End Date Qty. License Type Total (USD) Single Sign On Subscription Recurring 8/15/2027 8/14/2028 546 Employee Based
$2,005.03
Attract Subscription Recurring 8/15/2027 8/14/2028 546 Employee Based
$18,000.55
August 2027 TOTAL: $42,802.70
August 2028
Item Type Start Date End Date Qty. License Type Total (USD) Insight Subscription Recurring 8/15/2028 8/14/2029 546 Employee Based
$19,260.63
Governmentjobs.com Subscription Recurring 8/15/2028 8/14/2029 546 Employee Based
$2,786.15
Candidate Text Messaging
Subscription
Recurring 8/15/2028 8/14/2029 546 Employee
Based
$1,927.06
Single Sign On Subscription Recurring 8/15/2028 8/14/2029 546 Employee Based
$2,075.21
Attract Subscription Recurring 8/15/2028 8/14/2029 546 Employee Based
$19,080.58
August 2028 TOTAL: $45,129.63
This price does NOT include any sales tax. Total in USD Additional Terms and Conditions:
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 Order Form 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 Governmentjobs.com, Inc., (D/B/A NEOGOV).
Terms & Conditions: This Order Form creates a legally binding contract on the parties. The Services purchased pursuant to this Order Form are being procured NEOGOV's Region 14 contract #159698 offered through the purchasing cooperative OMNIA Partners and are subject to the most recently published version of the NEOGOV Services Agreement set forth here: https://www.neogov.com/service-specifications (NEOGOV Site), together with all addenda, exhibits, policies, and supplemental terms posted on or referenced in the NEOGOV Site, including, as applicable, the product addenda corresponding to the products subscribed to under this Order Form; professional services addenda applicable to any purchased professional, implementation, onboarding, configuration, or setup services; data processing terms; service level terms; AI-related terms; and other service-specific terms and policies, all of which are incorporated herein by reference. The Services provided to OMNIA member # 4001616 are being provided at the contractually obligated discount of 5% or more from NEOGOV's published MSRP.
Find a copy of our W-9 here.
Special Condition:
Your signature below constitutes acceptance of terms herein and contractual commitment to purchase the items listed above.
Accepted and Agreed By: Carson, City of (CA) Signed By NEOGOV:
Signature:
Signature:
Printed Name: Printed Name:
Title: Title:
Date: Date:
THE INFORMATION AND PRICING CONTAINED IN THIS ORDER FORM IS STRICTLY CONFIDENTIAL
8/11/2026 | 3:16:52 PM PDT
Amy Prins
Director of Customer Renewals
■■■
$113,304.67
Region 14 Education Service Center
Contract # 159
for
Software & SaaS Solutions
with
Effective: , 2025
The following documents comprise the
executed contract effective: , 2025
I. Region 14 ESC Terms & Conditions
II. Vendor Contract and Signature Form
III. Supplier’s Response to RFP, incorporated by reference IV. Region 14 – TERMS AND CONDITIONS
Assignment. Supplier may not assign its rights or obligations under this contract without the prior written permission of Region 14 ESC. Region 14 ESC will not unreasonably withhold approval for a requested assignment.
Audit Rights. Supplier shall, at its sole expense, maintain appropriate due diligence of all purchases made by Region 14 ESC and any entity that utilizes this contract. Region 14 ESC reserves the right to audit the accounting for a period of four (4) years from the time such purchases are made. This audit right shall survive termination of this Agreement for a period of one (1) year from the effective date of termination. Region 14 ESC shall have the authority to conduct random audits of supplier’s pricing at Region 14 ESC's sole cost and expense.
Notwithstanding the foregoing, in the event that Region 14 ESC is made aware of any pricing being offered that is materially inconsistent with the pricing under this agreement, Region 14 ESC shall have the ability to conduct an extensive audit of supplier’s pricing at supplier’s sole cost and expense. Region 14 ESC may conduct the audit internally or may engage a third-party auditing firm. In the event of an audit, the requested materials shall be provided in the format and at the location designated by Region 14 ESC.
Construction. Supplier shall perform services in a good and workmanlike manner and in accordance with industry standards for the service provided.
Force Majeure. If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch.
The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders and regulation of any kind of government of the United States or any civil or military authority; insurrections; riots; epidemics; pandemic; landslides; lightning; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty.
Franchise Tax. The supplier hereby certifies that he/she is not currently delinquent in the payment of any franchise taxes.
Funding. A contract for the acquisition, including lease, of real or personal property is a commitment of the entity’s current revenue only. Each payment obligation created by this contract is conditioned upon the availability of city, county, state and federal funds that are appropriated or allocated for the payment of such an obligation. If funds are not allocated by an entity and available for the continued purchase of the services and/or materials provided under this contract, this contract may be terminated at the end of the period for which funds are available. The entity will endeavor to notify the supplier in the event that continued service will or may be affected by non-appropriation. No penalty shall accrue to the entity in the event this provision is exercised, and the entity shall not be obligated or liable for any future payments due or for any damages as a result of termination under this paragraph.
Indemnity. The awarded supplier shall protect, indemnify, and hold harmless Region 14 ESC and its participants, administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the supplier, supplier employees or supplier subcontractors in the preparation of the solicitation and the later execution of the contract.
Insurance. Certificates of insurance shall be delivered to a public agency requesting them prior to commencement of work. The insurance company shall be licensed in the applicable state in which work is being conducted. The awarded supplier shall give the participating entity a minimum of ten (10) days’ notice prior to any modifications or cancellation of policies. The awarded supplier shall require all subcontractors performing any work to maintain coverage as specified.
Legal Obligations. It is the supplier’s responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services identified in this RFP and any awarded contract and shall comply with all while fulfilling the RFP. Applicable laws and regulation must be followed even if not specifically identified herein.
Non-Exclusive Contract. This contract is for the sole convenience of Region 14 ESC, which may obtain like goods or services from other sources.
Permits. Knowing and abiding by the permit laws in each state is the sole responsibility of the supplier.
Price Increases. Should it become necessary, price increase requests may be submitted quarterly during the term of the contract and must be approved by Region 14 ESC in writing.
Included with the request must be documentation and/or formal cost justification for these changes. Requests will be formally reviewed, and if justified in the sole opinion of Region 14 ESC, the change will be approved.
Products. Supplier shall provide equipment, materials and products that are new unless otherwise specified, of good quality and free of defects.
Products and Services Additions. New products and/or services may be added to the contract quarterly during the term by Region 14 ESC’s written approval, to the extent that those products and/or services are within the scope of this RFP.
Safety. Suppliers performing services shall comply with occupational safety and health rules and regulations. All suppliers and subcontractors shall be held responsible for the safety of their employees and any conditions that may cause injury or damage to persons or property.
Survival. All applicable software license agreements, warranties or service agreements that are entered into between the Contractor and Region 14 ESC under the terms and conditions of the Contract shall survive the expiration or termination of the Contract. All Purchase Orders issued and accepted by Contractor shall survive expiration or termination of the Contract for a period of up to one year beyond the term of the Contract.
Tax Exempt Status. Knowing the tax laws in each state is the sole responsibility of the supplier.
Term and Renewal. The contract term is for three (3) years. The contract may be renewed for up to two (2) additional one-year terms or any combination of time not to exceed 2 years.
Maintenance/service/supplemental agreements may be issued for up to (5) years under this contract so long as the effective date of the maintenance/service/supplement agreement is prior to the expiration of the contract.
Termination. This contract may be terminated at any time by mutual written consent, or by Region 14 ESC, with or without cause, upon giving thirty (30) days written notice. Region 14, at its convenience, by written notice, may terminate this contract, in whole or in part. If this contract is terminated, Region 14 ESC shall be liable only for payment under the payment provisions of this contract for services rendered and accepted material received by Region 14 ESC before the effective date of termination. Region 14 ESC reserves the right to terminate the whole or any part of this Contract due to the failure of the supplier to carry out any term or condition of the contract.
Region 14 will issue a written ten (10) day notice of default to the supplier for acting or failing to act as specified in any of the following: in the opinion of Region 14 ESC, the supplier provides personnel that do not meet the requirements of the contract; In the opinion of Region 14 ESC, the supplier fails to perform adequately the stipulations, conditions or services/specifications required in this contract; in the opinion of Region 14 ESC, the supplier attempts to impose personnel, materials, products or workmanship of an unacceptable quality; the supplier fails to furnish the required service and/or product within the time stipulated in the contract; in the opinion of Region 14 ESC, the supplier fails to make progress in the performance of the requirements of the contract; the supplier gives Region 14 ESC a positive indication that the supplier will not or cannot perform to the requirements of the contract.
Waiver. Any waiver of any provision of this contract shall be in writing and shall be signed by the duly authorized agent of Region 14 ESC. The waiver by either party of any term or condition of this contract shall not be deemed to constitute waiver thereof nor a waiver of any further or additional right that such party may hold under this contract.
Applicability, Precedence, and End-User Flexibility. The Region 14 Terms & Conditions govern the establishment and administration of the Master Agreement by Region 14 ESC and OMNIA Partners. They do not apply to, amend, or supersede the commercial terms governing end-user transactions between Supplier and any Participating Public Agency (“PPA”). For PPA orders, Supplier may include and enter into its Services Agreement (the "SA," located at https://www.neogov.com/service-specifications) and/or a PPA Supplemental Agreement. The SA/Supplemental Agreement governs SaaS-specific subjects including: (i) license/usage rights and acceptable use; (ii) service levels, support, and maintenance; (iii) data protection, information security, and confidentiality; (iv) intellectual property and ownership; (v) warranties and warranty remedies; (vi) disclaimers and exclusions; (vii) limitations of liability and damages exclusions; and/or (viii) service credits and other SaaS-specific remedies. Region 14's Terms & Conditions continue to govern program administration and procurement mechanics including ordering framework, pricing, invoicing, open records, and general administrative provisions to the extent they do not conflict with the SA/Supplemental Agreement on SaaS-specific subjects.
Yes, Governmentjobs.com, Inc. acknowledges. Please refer to the attached Price Book.
Updates to NEOGOV’s pricing structure will be published annually. A new Rate Card will be released once updated at least 90 days prior to the beginning of the next calendar year.
N/A. NEOGOV is a cloud based software system, no freight or shipping of physical equipment is required.
NEOGOV typically offers fixed-fee-based pricing for implementation services. This approach ensures that clients have a clear understanding of the costs upfront, based on the scope of the project, including system configuration, data migration, training, and go-live support.
NEOGOV delivers it's cloud-based Software-as-a-Service (SaaS) solutions through a fully online deployment model, eliminating the need for physical distribution or on-premise installations. This approach ensures fast, secure, and scalable access for OMNIA participating entities.
However, in certain cases where the project has unique complexities or additional customizations, NEOGOV also offers time and materials pricing to accommodate specific needs beyond the standard scope. This allows flexibility in billing based on actual time and resources spent.
N/A
N/A. NEOGOV does not intend on using any subcontractors or affiliates to provide services within this RFP.
The submitted pricing proposal lists the MSRP for the NEOGOV solutions. As an OMNIA Partners participating agency, each agency will receive a discount of 5% off of the listed MSRP. A quote can be generated per request to facilitate and validate the pricing and discount received.
NEOGOV can facilitate purchases that utilize volume discounts however this would be handled case by case as additional details would be needed in order to propose adequate pricing for the requesting agency.
No, NEOGOV does not offer leasing or financing options for educational or governmental entities.
NEOGOV employs a comprehensive self-audit process to ensure full compliance with our proposed agreements, including proper pricing for all OMNIA Partner's participating entities. A dedicated procurement team manages all procurement vehicles and provides ongoing training to Sales, Finance, and Renewals teams to ensure adherence to specific procurement requirements. Every customer quote undergoes a multi-stage approval process, starting with Sales Leadership review to confirm pricing accuracy, followed by a Finance team compliance check, and final approval by the Chief Financial Officer (CFO) to ensure full adherence to established pricing structures. Additionally, NEOGOV collaborates with multiple resellers and cooperative agreements, each with unique compliance requirements, and carefully verifies that every order meets the standards of the relevant purchasing vehicle.
This rigorous, multi-level oversight guarantees that all pricing and contractual terms remain accurate, transparent, and compliant. Our internal controls ensure that OMNIA Partner's participating entities receive the correct pricing and that all agreements align with established procurement guidelines. By integrating cross-departmental training, leadership oversight, and structured compliance checks, NEOGOV maintains the highest level of accountability and accuracy in all related transactions. This process reflects our commitment to delivering transparent, reliable, and compliant procurement solutions.
Our standard payment terms stipulate net 30 for new business and net 60 for renewals. Invoices for renewals are issued 60 days before the subscription renewal date. Payment is due on the renewal date itself.
NEOGOV’s payment methods are ACH, Credit Card, and Check. We do accept CC payments via online.
To opt in, please contact us to set up online payment through our Accounts Receivable team.
Yes, we do accept P-cards and no, there is not an additional fee for participating entities to use this process. BAll licenses, setup, training, and optional services have been included in our pricing submission. Our proposal provides complete pricing for all NEOGOV products, including any additional features, services, or optional enhancements. The full breakdown of these costs can be found in the attached pricing sheet. Since all items required to utilize our solutions are accounted for, there are no hidden fees. NEOGOV remains committed to full pricing transparency, and any optional services can be selected based on the specific needs of OMNIA participating entities. 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.
Software enhancements are included in the subscription pricing.
NEOGOV utilizes two primary transaction documents to ensure transparency, compliance, and clarity in all agreements with participating entities:
1. Order Form – This document serves as the official agreement outlining the specific products and services purchased, including pricing, subscription terms, licensing details, and any applicable discounts under the contract. The Order Form ensures that all transactions are clearly documented and aligned with the agreed-upon terms.
2. Service Level Agreement (SLA) – The SLA defines NEOGOV’s service commitments, including system uptime guarantees, support response times, and resolution procedures for service-related issues. This document ensures consistent service reliability and establishes performance expectations for all participating entities.
Together, these documents form the foundation of our procurement process, ensuring that every transaction is governed by clear, standardized terms that support operational efficiency and compliance.
Supplier response to Section 3.0, Appendix B, Exhibit A is included.
Yes, Governmentjobs.com, Inc. acknowledges.
Yes, NEOGOV includes these required forms in the proposal.
The ordering process at NEOGOV is designed to be collaborative and efficient. Customers initiate the purchase through a direct interaction with a NEOGOV sales representative, who assesses their needs and guides them throughout the process.
If the procurement involves using pre-negotiated governmental contracts, our sales representatives may engage resellers like SHI or Carahsoft. These resellers facilitate the use of contracts such as Omnia and NASPO, but do not handle the product delivery or implementation. The order form used might be on the reseller's paper, with NEOGOV consistently providing an End User License Agreement (EULA) that makes our terms clear.
Overall, NEOGOV sales representatives maintain primary contact with the customer to ensure a smooth and transparent ordering process, with assistance from resellers where necessary to streamline contractual and procurement aspects.
NEOGOV does not have any retail or in-store locations. Please see our marketing plan below to ensure customers are receiving pricing under this Master Agreement.
NEOGOV is committed to its customers and their desired timelines. On time delivery rate will be based on the agency’s commitment to implementing the product. A variety of factors must be taken into consideration when determining an accurate Go-Live date. These can include the complexity of current processes, data retrieval and or clean up, any additional concurrent projects or responsibilities of the project team that could pose as a roadblock to the project, etc.
During the Kick-Off meeting, the NEOGOV Implementation Consultant will work with the agency team to determine the desired and viable Go-Live date. NEOGOV utilizes the train-the-trainer approach to carry out implementation. This ensures that the agency’s key administrative users can learn and manage the system before providing access to ancillary users. Weekly meetings will be scheduled with the project team for the IC to check in with the team, as well as provide any answers to questions or best practices. Any postponements and rescheduling of check in meetings with your IC can also potentially delay the original timeline and Go-Live date.
In the case of an emergency order, NEOGOV will determine and provide all relevant pricing. An invoice will be submitted to the Customer. Upon Contract signing and receipt of payment, work may begin.
N/A- We do not sell fungible goods. We have a software-as-a-Solution (SaaS) product. Approximately 10,000 customers, onboard more than 1,000 per year and our average time to implement is 2 1/2 months and our imp CSAT is 4.95 out of 5.
NEOGOV is well-established in the industry, with a proven track record of delivering complex projects. The company has sufficient financial backing, access to the necessary technology infrastructure, and experienced personnel, including project managers, technical staff, and support teams, to ensure timely and successful project completion. Additionally, NEOGOV maintains the necessary facilities and resources to handle large-scale implementations.
N/A. We have a software-as-a-Solution (SaaS) product, we host and maintain the server environment as part of the base software. Upon termination of a contract, the customer's data will be made available to them, where format varies by product. The customer can retrieve it within the specified timeframe as stated in the contract.
Please refer to the Service Level Warranties section. NEOGOV will provide all services and warranties expressed in the NEOGOV RFP response, NEOGOV Service Agreement and NEOGOV Service Level Warranty. We do not sell fungible goods.
GovernmentJobs.com DBA NEOGOV is in good financial standing. NEOGOV has been in business for over 25 years and serves over 8,000 US government agencies. In addition, the Company is owned by and enjoys the financial backing and support of Warburg Pincus and The Carlyle Group, two of the world’s largest and most preeminent investment firms that together manage over $400 billion. As a closely held private company, NEOGOV's financials are confidential and we do not disclose them as a matter of policy. As further testament to our financial standing, NEOGOV each year is audited by KPMG, one of the largest and most respected independent public accounting firms in the world. They are required to disclose a risk of going concern if they believed there to be any, but as the attached auditor letter demonstrates, they did not express any risk of NEOGOV as a going concern. In all of the last 5 years that KPMG has been NEOGOV's auditor, they have never disclosed a risk of NEOGOV's going concern. See the attached KPGM Audit report.
https://www.neogov.com/,
https://www.neoed.com/,
https://www.powerdms.com.
The NEOGOV website is used to access the system and inquire about additional products and services, and pricing.
To date, NEOGOV does not have any reported onsite injuries, fatalities, or related incidents.
NEOGOV uses several key technologies to run its support organization:
CRM System: Manages customer interactions and support tickets.
Help Desk Software: Tracks, prioritizes, and resolves support issues.
Knowledge Base: Provides FAQs and documentation for self-service.
Collaboration Tools: Enables real-time team communication.
Remote Support Tools: Allows troubleshooting via screen-sharing.
Analytics: Tracks performance metrics to optimize support.
These technologies help streamline support processes and enhance service quality.
See attached product information sheets for additional information.
3.0 Supplier Response
3.1 Company
NEOGOV is a privately held California C-Corporation dedicated to the development and delivery of hiring solutions for public sector and education institutions. We began developing our solutions in 1999 and incorporated in early 2000. The company introduced its first hosted solution, Insight, into production in 1999 and has been delivering our fully integrated recruitment, selection, testing, applicant tracking, certification, and hiring solution system designed specifically for public sector and education employers ever since. Our headquarters and support centers are located in El Segundo, CA, and an additional corporate office located in Draper, UT.
We do this by providing industry-leading workforce management solutions that support public sector agencies.
For over two decades, we have been committed to equipping these organizations with the tools they need to enhance efficiency, maintain compliance, and make data-driven decisions. Through a strategic approach to innovation and acquisition, NEOGOV has developed a comprehensive ecosystem that streamlines several public safety workforce management functions including incident command, operational management, workforce oversight, and case management. With nearly 1,000 employees and over 13,000 public sector customers, NEOGOV is a leader in government workforce management software.
In 2008, NEOGOV acquired Sigma Data Systems and we continue to operate a Sigma division as part of our normal operations. In 2011, NEOGOV developed Onboard to assist Human Resources teams with onboarding processes. Onboard allows the agency to establish better connections with their new hires and more quickly acclimate them to their new role and team, while also completing all necessary forms and steps to onboard the new employee. In 2012, NEOGOV began offering its Performance Management Software, Perform, to assist organizations in gauging employees’ individual strengths and areas of improvement. Overall Perform allows organizations to maintain full transparency of expectations, building better relationships between employees and managers.
In late 2015, NEOGOV also launched a focused department within the organization that specializes in Higher Education Institutions. NEOGOV's objective is to provide the expertise and develop the solutions that provide our 300+ Higher Ed customers the best solution available. Since 2015, NEOGOV has solidified our product capabilities to close the gap with our higher education institutions.
In 2017, NEOGOV acquired FirstNet Learning Systems. We integrated their learning management software with our suite and created additional public sector training content, allowing agencies to seamlessly equip their employees with rich and engaging training content. In 2018, NEOGOV attained High Line Corporation, a provider of a configurable solution that encompasses all aspects of core HR, payroll, and time and attendance.
NEOGOV offers the Recruit, Develop and Manage modules to make Human Resources Talent Management easier for the public sector.
We design products and solutions focused exclusively for public sector and higher education organizations.
NEOGOV solutions continue to improve HR productivity by reducing the time and effort required to carry out recruitment, training, performance evaluation and employee information management. We are the leading provider of workforce management solutions, delivering innovative solutions exclusively for government human resources.
We have a sales force of more than 200 professionals across the U.S. divided up amongst industry specialties and geographic areas.
NEOGOV's salesforce is strategically structured to optimally serve the diverse needs of our customers across the United States and Canada. Comprised of 2 Vice Presidents, 4 directors and 61 sales executives, our team is organized by geographical regions across the United States and Canada. To ensure we can support our entire market with specialized knowledge and function, each sales person is further segmented by sector—either law enforcement, government/municipalities, or education. This allows for tailored strategies and localized outreach.
Our team includes Account Managers who prioritize current customer relationships and Account Executives focused on engaging new prospects. Supporting these efforts, we have over 60 Sales Development Representatives in our Utah based office to assist in maximizing outreach effectiveness and lead generation.
Many of our executives bring direct experience from the public sector and law enforcement, providing valuable insights that enhance service delivery. This robust structure ensures NEOGOV maintains a significant presence and delivers specialized, effective solutions throughout North America.
1. NEOGOV’s Corporate HQ Office
2120 Park Place Suite 100,
El Segundo, CA 90245
2. Utah Support Office
13937 Sprague Ln
Draper, UT 84020
NEOGOV’s FEIN is 33-0888748. We included our Dunn & Bradstreet report with this proposal.
Annual Sales for previous 3 fiscal years: Please see our attached Financial Standing Letter.
NEOGOV has been in business for over 25 years and serves over 8,000 US government agencies. In addition, the Company is owned by and enjoys the financial backing and support of Warburg Pincus and The Carlyle Group, two of the world’s largest and most preeminent investment firms that together manage over $400 billion. As a closely held private company, NEOGOV's financials are confidential and we do not disclose them as a matter of policy. At a high level, our revenue is in the hundreds of millions and we are a profitable company.
As further testament to our financial standing, NEOGOV each year is audited by KPMG, one of the largest and most respected independent public accounting firms in the world. They are required to disclose a risk of going concern if they believed there to be any, but as the attached auditor letter demonstrates, they did not express any risk of NEOGOV as a going concern. In all of the last 5 years that KPMG has been NEOGOV's auditor, they have never disclosed a risk of NEOGOV's going concern.
Our company is committed to sustainability through various green initiatives that reduce environmental impact both internally and within our customer solutions. By leveraging cloud-based document management, digital workflows, and e-signature technology, we minimize paper usage and promote eco-friendly business practices.
Our remote work capabilities and energy-efficient data centers, which comply with certifications such as ENERGY STAR, ISO 14001, and LEED, further reduce carbon emissions and resource consumption.
Additionally, our solutions, including digital policy management, cloud-based scheduling, and electronic approvals, help organizations optimize operations while reducing waste. We also follow responsible e-waste recycling policies, ensuring electronic devices are disposed of sustainably. Through these initiatives, we support both our customers and our company in achieving a more environmentally responsible approach to business. NEOGOV does not have formal green or environmental policies at this time.
Our PowerDMS company began when an IT worker saw a shipment of filing cabinets being delivered to store all the paperwork required to achieve accreditation and thought, “there has to be a better way.” He started PowerDMS to help utilize technology to reduce the impact of printing, storing, and managing mountains of compliance paperwork. Because of this, we have kept track of the amount of paper saved using PowerDMS.
Our customers have collectively saved over 3.2 billion trees. We care so deeply about this, we put a small scoreboard at the bottom of every PowerDMS customer’s site so you can track, in real-time, how many trees you have saved using PowerDMS.
We do not have a formal diversity program. We are currently seeking women, minority, veteran and veteran- disabled owned suppliers to partner with. These vendor relationships will not result in any adjustments to pricing for customers.
NEOGOV does not intend on using any subcontractors to provide services within this RFP.
As NEOGOV is best identified as a Service Provider, we maintain our sales and customer service teams entirely in-house. All individuals involved in delivering the products and services proposed in this RFP are direct employees of NEOGOV, not those of a third-party. This internal structure ensures that our teams are thoroughly trained and highly knowledgeable in specialized fields related to government, law enforcement, and public sector operations. This approach allows us to offer consistently high standards of service and expert guidance, ensuring that our solutions are implemented efficiently and effectively to meet the specific needs outlined in this RFP.
Also, administrators in the IT Department can be relieved of constantly maintaining systems. Since NEOGOV products are Software as a Service (SaaS) based, there are no upfront hardware or hidden costs. We provide seamless software releases and upgrades reducing ITs workload. NEOGOV adheres to IT Governance and Compliance across all NEOGOV Products and Companywide. All hosting, maintenance and security is maintained by NEOGOV teams according to industry standards.
Governmentjobs.com, Inc's workforce management solutions are tailored specifically for public sector and education organizations. NEOGOV has been in the industry since 1999 and has built a strong customer base.
The flexibility and configurability of NEOGOV's system, allowing HR to make adjustments without costly IT intervention, demonstrates the user-friendly nature of the platform. The ability to accommodate various business rules, processes, and workflows, as well as multiple application types, showcases the adaptability of NEOGOV's products to meet diverse agency needs.
It is also notable that NEOGOV has been recognized as one of the top 50 fastest-growing private software companies in the US by Inc. Magazine and included in the Gartner e-Recruitment Software Magic Quadrant.
These accolades underscore NEOGOV's commitment to customer service, reliability, and overall company stability. The strong customer network and annual growth rate of nearly 200% highlight the trust and satisfaction agencies have in NEOGOV's solutions.
NEOGOV's focus on the public sector and education market, reinforced by its experience working with numerous agencies nationwide, further solidifies its position as a reliable and knowledgeable partner in workforce management. Overall, NEOGOV's comprehensive solutions, industry recognition, and dedication to customer satisfaction make it a compelling choice for agencies seeking efficient and effective Applicant Tracking and Workforce Management systems.
With more than 13,000 public sector customers, 5,000+ in law enforcement alone, our solutions have a proven track record of operational success. In addition to the proven quality of our products, we have a world- class customer support team which contributes to our industry leading customer retention, satisfaction and net promoter scores. We are backed by reputable investment firms Warburg Pincus and Carlyle Group, ensuring financial stability and continuous investment in product development.
Our product development approach is customer-centric, with an aggressive enhancement release schedule for rolling out new features and capabilities. We provide extensive training and support through the NEOGOV Community, including access to quarterly conference calls, online video tutorials, user groups, and free monthly training webinars.
Our platform is a multi-tenant SaaS solution with robust security measures in place, including continuous vulnerability monitoring and management, intrusion detection, anti-malware, and anti ransomware capabilities.
We are SOC2 compliant to include HIPAA and CJIS controls as well as StateRAMP and TxRAMP authorized. As of March 2025, we are “in progress” with FedRAMP and scheduled for FedRAMP authorization in June 2025 with the Department of Veterans Affairs as our FedRAMP sponsor. We believe in the concept of a well integrated and open platform, offering the ability to integrate with third-party vendors, providing flexibility and customization to meet specific customer needs. These attributes make us a unique and reliable partner for participating entities.
None.
NEOGOV is not owned or operated by anyone who has been convicted of a felony.
None. NEOGOV has not experienced any debarments or suspensions in the past seven years, either for the company itself or for any responsible party included in our proposals. We have maintained full compliance with regulatory standards and obligations, thus ensuring professional integrity and operational excellence throughout our engagements. Should NEOGOV or any associated responsible party enter into a debarment or suspension status during the pendency of this RFP evaluation, we pledge to provide immediate written notice
NEOGOV does not have any retail or in-store locations. Please see our marketing plan below to ensure customers are receiving pricing under this Master Agreement. Pricing provided to Participating Agencies will be based on desired products and agency size according to the Master Agreement.
N/A. NEOGOV does not use third-party companies in the provision of its software solutions. All services and products are developed, maintained, and supported in-house by NEOGOV’s dedicated team.
N/A. There are no distribution facilities, warehouses or retail locations. NEOGOV’s Software as a Service (SaaS) based solutions are delivered remotely. As such, only a modern web browser (e.g. Internet Explorer, Chrome or Firefox) and internet connection are required to use the core functionality of NEOGOV. Our data centers and hosting facilities are located in the following locations:
Equinix Datacenters in Los Angeles, CA and Ashburn, VA
AWS GovCloud West
AWS US East
Microsoft Azure East
Microsoft Azure West US regions
3.3 Marketing and Sales
There are no portions of the response that should not be available.
Ninety-Day Implementation Plan for NEOGOV Master Agreement with OMNIA Partners Executive Leadership Endorsement and Sponsorship (Within First 10 Days) Day 1-3: Official Announcement and Endorsement
o Executive leadership to announce the award of the Master Agreement with OMNIA Partners through a company-wide memo.
o Publish an endorsement letter from NEOGOV’s CEO highlighting the significance of this award as one of our primary public sector go-to-market strategies. o Announce the partnership on internal communication platforms, such as email newsletters and intranet bulletins.
Day 4-10: High-Level Strategic Kickoff
o Conduct an executive leadership meeting with key NEOGOV and OMNIA Partners stakeholders to discuss strategic vision, goals, and anticipated outcomes. o Assign an Executive Sponsor to oversee and support the implementation across multiple departments to ensure alignment with strategic goals.
o Ensure executive leadership participation in the launch meeting with OMNIA Partners training to demonstrate top-down commitment.
0-30 Days: Information Gathering and Initial Training
Cross-Company Training and Understanding
o Organize a kickoff meeting with OMNIA Partners to educate public sector and education sales executives on the advantages and details of the Master Agreement. o Appoint a dedicated NEOGOV representative to manage business development and the creation of ongoing training materials.
o Develop a comprehensive “playbook” containing vital information about the OMNIA Partners contract, and distribute it company-wide
o Incorporate OMNIA Partners training into all future new hire onboarding programs.
Establishing Collaborative Foundations
o Gain an in-depth understanding of the high-level priorities and target markets for both organizations.
o Create a dedicated OMNIA Partners web-based homepage accessible from NEOGOV’s main menu, including:
OMNIA Partners standard logo
Copy of the original procurement solicitation
Copy of the Master Agreement and amendments
Summary of products and services pricing
Collaborative Marketing Initiatives
o Begin collaboration with marketing teams to develop a comprehensive marketing campaign promoting the OMNIA agreement.
o Create a dedicated email address for general inquiries related to the OMNIA partnership. 30-60 Days: Getting the Word Out and Integrating Value Propositions Integrating into Sales and Marketing Processes
o Integrate OMNIA Partners value propositions and differentiators into lead generation and sales processes.
o Develop a cohesive and effective co-selling strategy to be used by both NEOGOV and OMNIA Partners teams.
Marketing Campaign and Collateral Development
o Launch the first phase of the marketing campaign to promote the agreement, including email campaigns and call cadences.
o Incorporate the OMNIA Partners logo and messaging into marketing materials and on the NEOGOV marketplace.
o Update proposal documentation to include OMNIA value propositions.
Contracting Support and Education
o Establish a Contracting Center of Excellence (C.O.E.) to facilitate complex contracting requirements when needed.
60-90 Days: Ongoing Training, Opportunity Identification, and Expansion Continuous Improvement in Sales Processes
o Refine and develop ongoing talk tracks and best practices to integrate into the selling cycle o Facilitate a contracting webinar for customers and prospects to enhance knowledge sharing and facilitate smoother transactions.
Proactive Opportunity Identification
o Identify all expiring contracts where the purchase price exceeds their non-RFP purchasing threshold, promoting the use of the OMNIA Master Agreement to streamline the contracting process and reduce costs/resources.
Tracking Progress and Expanding Reach
o Implement a system for tracking the effectiveness of the initiative, ensuring alignment with predefined goals and KPIs.
o Schedule regular check-ins and reviews to ensure continuous improvement and identify new opportunities for expanding the reach and utilization of the Master Agreement.
Ninety-Day Marketing Plan for NEOGOV Master Agreement with OMNIA Partners 0-10 Days: Immediate Actions
1. Creation and Distribution of Co-Branded Press Release to Trade Publications Day 1-3: Draft and Approve Press Release**
o Collaborate with OMNIA Partners’ marketing team to draft a co-branded press release. o Obtain necessary approvals from NEOGOV and OMNIA Partners executive teams.
Day 4-5: Distribution Planning
o Develop a list of key trade publications, industry blogs, and media outlets. o Finalize distribution strategy.
Day 6-10: Release and Amplification
o Distribute the press release.
o Leverage NEOGOV’s social media channels and internal communication platforms to amplify the announcement.
2. Website Announcement and Detailed Information Publication Day 1-10: Webpage Planning and Design
o Plan and begin designing a dedicated OMNIA Partners web-based homepage on NEOGOV’s main website, ensuring it includes:
• OMNIA Partners standard logo
• Copy of original Request for Proposal
• Copy of Master Agreement and amendments
• Summary of products and pricing
• Marketing materials
• Electronic link to OMNIA Partners’ website including the online registration page • A dedicated toll-free number and email address for OMNIA Partners inquiries 11-30 Days: Building and Initial Dissemination
1. Website Announcement and Detailed Information Publication (Continued) Day 11-20: Content Development
o Finalize content and design elements.
o Conduct quality and compliance checks.
Day 21-30: Webpage Launch
o Publish the dedicated webpage.
o Promote the webpage through internal and external newsletters, email campaigns, and social media.
2. Design and Initial Distribution of Co-Branded Marketing Materials Day 11-20: Design Phase
o Collaborate with OMNIA Partners to design co-branded marketing materials, such as brochures, flyers, and email templates.
Day 21-30: Production Phase
o Finalize and produce the marketing materials.Develop an initial distribution plan targeting current and prospective public agencies.
31-60 Days: Increased Outreach and Marketing Initiatives
1. Design and Initial Distribution of Co-Branded Marketing Materials (Continued) Day 31-45: Distribution Launch
o Begin distributing marketing materials through email campaigns, direct mail, and social media channels.
2. Marketing Campaign and Messaging Integration
Day 31-50: Integration Phase
o Integrate OMNIA Partners’ value propositions and differentiators into lead generation and sales processes.
o Update proposal documentation to reflect OMNIA Master Agreement benefits.
Day 51-60: Campaign Launch
o Launch the first phase of the marketing campaign to promote the agreement, including email campaigns and call cadences.
61-90 Days: Active Promotion and Event Participation
1. Attendance at Trade Shows and Conferences
Planning and Scheduling
o Develop a calendar of key national and regional industry events for attendance and participation, in collaboration with OMNIA Partners.
Preparation and Participation
o Begin preparations for upcoming events, including booking booth space and staffing for the NIGP Annual Forum and other relevant conferences.
2. National and Regional Advertising in Trade Publications Day 61-75: Strategy Development
o Develop an advertising strategy targeted at national and regional trade publications.
Day 76-90: Ad Design and Rollout
o Design and publish initial advertisements, ensuring they are co-branded and promote the Master Agreement benefits.
Ongoing Marketing and Promotion Strategies (Throughout the Term)
1. Content Development and Continuous Outreach
Case Studies and Collateral
o Develop case studies, presentations, and collateral pieces showcasing the success stories and benefits of the Master Agreement.
Regular Communication
o Maintain ongoing communication with public agencies through newsletters, webinars, email campaigns, and targeted outreach.
2. Dedicated Online Presence (Continued Enhancement)
Continuously update and enhance the dedicated OMNIA Partners web-based homepage with fresh content and resources to ensure ongoing relevance and appeal a. Provide Supplier’s logo, content and keywords for OMNIA Partners website contract search and ecommerce platform
b. Creation and distribution of an announcement or press release to Public Agencies, customers and/or trade publications
c. Announcement, Master Agreement details and contact information published on the Supplier’s website within first 90 days
d. Design, publication and distribution of co-branded marketing materials within first 90 days e. Commitment to attendance and participation with OMNIA Partners at national (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.) and supplier-specific trade shows, conferences and meetings throughout the term of the Master Agreement
f. Ongoing marketing and promotion of the Master Agreement throughout its term (case studies, collateral pieces, presentations, promotions, ads in trade publications, etc.) g. Dedicated OMNIA Partners page on Supplier’s website with:
h. OMNIA Partners standard logo;
i. Copy of original Request for Proposal;
ii. Copy of Master Agreement and amendments between Principal Procurement Agency and Supplier;
iii. Summary of Products and pricing;
iv. Marketing Materials
v. Electronic link to OMNIA Partners’ website;
vi. A dedicated toll-free number and email address for OMNIA Partners To seamlessly transition our existing Public Agency customers to the new Master Agreement available nationally through OMNIA Partners, NEOGOV will implement a structured and systematic approach that ensures minimal disruption and maximum benefit. Initially, we will develop a comprehensive communication plan, informing current customers about the new Master Agreement, emphasizing its enhanced benefits and additional opportunities. We will also organize informational webinars and Q&A sessions to clarify the advantages and address any concerns. To further support this transition, we will assign our dedicated support team to assist each agency, conducting one-on-one consultations to understand their unique needs and provide tailored guidance. Comprehensive training sessions will be offered for procurement and administrative staff, supplemented by a resource hub containing detailed guides, FAQs, and best practice documents.
Throughout the transition, we will employ a phased rollout, starting with a pilot program involving a select group of Region 14 ESC agencies to test the process and resolve potential issues before a full-scale implementation. We will continuously monitor the transition, collecting feedback and making necessary adjustments to ensure a smooth experience for all agencies involved. Additionally, we will position the OMNIA Partners Master Agreement strategically among our existing cooperative contracts, such as NYS OGS IT Umbrella, by highlighting the unique benefits and broader national reach of the OMNIA Partners agreement. We will develop integrated marketing materials to compare and contrast these agreements, maintaining consistent messaging across all channels to avoid confusion. Our tailored recommendations will guide agencies to the Master Agreement that best meets their needs, with a particular emphasis on the comprehensive benefits offered by OMNIA Partners. This approach ensures a smooth transition, enhanced customer satisfaction, and long-term success for both NEOGOV and our public sector partners.
Yes, Governmentjobs.com, Inc. acknowledges.
Yes, Governmentjobs.com, Inc. confirms.
Yes, Governmentjobs.com, Inc. confirms. Please refer to the 90 day plan for additional information. i. Executive Support
Lindsey Gerber, Proposal Team Manager.
o Email - [email protected]
o Phone - (310)-971-9588
ii. Marketing
Lindsey Gerber, Proposal Team Manager.
o Email - [email protected]
o Phone - (310)-971-9588
iii. Sales:
Lindsey Gerber, Proposal Team Manager.
o Email - [email protected]
o Phone - (310)-971-9588
iv. Sales Support
Lindsey Gerber, Proposal Team Manager.
o Email - [email protected]
o Phone - (310)-971-9588
v. Financial Reporting
Nicholas Kromer, VP of Revenue Operations.
o Email - [email protected]
o Phone - (310)-971-9588
vi. Accounts Payable: https:
Lindsey Gerber, Proposal Team Manager.
o Email [email protected] Phone - (310)-971-9588
vii. Contracts
Joshua Snyder, VP of Strategic Partnerships.
o Email - [email protected],
o Phone - (310)-971-9588
NEOGOV's salesforce is strategically structured to optimally serve the diverse needs of our customers across the United States and Canada. Comprised of 2 Vice Presidents, 4 directors and 61 sales executives, our team is organized by geographical regions across the United States and Canada. To ensure we can support our entire market with specialized knowledge and function, each sales person is further segmented by sector—either law enforcement, government/municipalities, and education. This allows for tailored strategies and localized outreach.
Our team includes Account Managers who prioritize current customer relationships and Account Executives focused on engaging new prospects. Supporting these efforts, we have over 60 Sales Development Representatives in our Utah based office to assist in maximizing outreach effectiveness and lead generation.
Many of our executives bring direct experience from the public sector and law enforcement, providing valuable insights that enhance service delivery. This robust structure ensures NEOGOV maintains a significant presence and delivers specialized, effective solutions throughout North America.
The executive in charge of our Sales and Marketing team can be reached at [email protected].
Chief Revenue Officer- Matt Redden
As the CRO, Matt leads the business development, sales, marketing, pricing, training, partner strategy and revenue management for NEOGOV. The job is to test demand generation, selling, growth hacking, etc., to measure success and failure, and know when, where and how to “double-down.” Develop growth strategies with the executive team and board of directors Create accountability within the company by developing appropriate metrics and coordinating compensation and promotions with these metrics
Monitor the revenue pipeline and leads, adjusting as necessary to create sustainable growth Establish both short-term results and long-term strategy, including revenue forecasting Oversee all Channel/Partner Development -- adding new sales channels and 3rd party resellers and partners
We believe that OMNIA Partners and Region 14 ESC play a critical role in promoting agreements arising from this RFP by providing a credible platform that streamlines procurement processes. To successfully implement, grow, and service the national program under the Master Agreement with OMNIA Partners, NEOGOV's sales teams will engage in a highly collaborative approach with the OMNIA Partners team.
To effectively integrate the OMNIA Partner's-awarded agreement into NEOGOV's sales process, we will begin by extensively training our sales team to understand and articulate the benefits of the agreement, such as pre-negotiated terms and compliance with procurement regulations. NEOGOV and OMNIA Partners will develop and deliver training programs to ensure the sales force is well-versed in the Master Agreement's benefits and selling points, with ongoing educational efforts to keep teams aligned and informed.
Initially, comprehensive planning and strategy meetings will also be held to establish clear objectives, timelines, and responsibilities for both teams. These meetings will set the foundation for regular coordination sessions to review progress, address issues, and realign strategies as needed. Marketing materials will be updated to highlight the advantages of Region 14 ESC purchasing through OMNIA Partners, ensuring this information is prominently featured in brochures, digital content, and client proposals. We will also enhance our digital presence by adding detailed information about the agreement on our website, including a dedicated landing page- as outlined in this RFP.
Integrated marketing and sales campaigns will be executed to create co-branded marketing materials and align sales efforts with promotional strategies. Joint lead generation and outreach initiatives, including webinars and workshops, will educate prospective clients about the Master Agreement's advantages.
Moreover, the teams will engage in co-selling activities, coordinating joint sales calls and presentations to leverage the combined expertise and credibility of NEOGOV and OMNIA Partners.
Account managers will actively inform existing clients about the benefits of renewing or extending services under the agreement during regular consultations and account management sessions. Additionally, we will implement feedback mechanisms to capture client insights on using the OMNIA Partner' agreement, allowing us to continuously refine our integration strategy. Post-sale support and service coordination are crucial elements of this collaborative effort. Both teams will work together to ensure a seamless transition from sales to implementation, with dedicated customer success teams managing onboarding and ongoing service requirements. Regular check-ins with clients will monitor satisfaction and gather feedback, contributing to continuous service improvement. Through this comprehensive and cooperative strategy, NEOGOV and OMNIA Partners will effectively implement, grow, and service the national program, delivering exceptional value and support to public agency customers.
Your vetting and endorsement significantly enhance the trustworthiness and appeal of the agreements, offering participating entities a reliable, pre-negotiated, and compliant purchasing pathway. This not only aids in reducing the administrative burden associated with soliciting bids but also accelerates the procurement cycle, allowing for quicker deployment of solutions.
To manage the national program throughout the term of the Master Agreement with OMNIA Partners, NEOGOV will employ a comprehensive strategy encompassing ongoing coordination of marketing and sales efforts, timely setup of new Participating Public Agency accounts, and efficient contract administration.
Our approach begins with integrated marketing campaigns developed in collaboration with OMNIA Partners, including co-branded marketing materials, email campaigns, webinars, social media outreach, and targeted advertising in trade publications. Regular monthly strategy meetings will ensure alignment and allow for real-time adjustments based on campaign performance, sales metrics, and customer feedback. A joint lead generation strategy and outreach initiatives, such as informational webinars and industry events, will drive engagement and educate prospective clients about the Master Agreement's benefits.
For timely account setup, NEOGOV’s onboarding team will streamline and standardize processes, employing automated systems where possible and providing personalized support through one-on-one consultations and tailored training sessions. Each new agency will have a dedicated contact to address questions and resolve issues during the setup phase. Our contract administration team will oversee all aspects of the Master Agreement, ensuring compliance, handling amendments, and managing renewals and expirations efficiently. This team will implement a robust monitoring system to track performance and generate regular reports to identify areas for improvement, while proactively resolving potential issues to minimize disruptions.
Ongoing customer support and relationship management will include regular check-ins, feedback sessions, and the assignment of customer success managers to help agencies maximize the benefits of the Master Agreement. We will also develop case studies and testimonials to demonstrate successful implementations and value, sharing these through various marketing channels to attract new agencies. Continuous improvement will be driven by structured feedback loops and staying abreast of industry trends and technological advancements, ensuring our solutions remain cutting-edge and our strategies innovative.
This comprehensive approach will ensure the effective management, growth, and service of the national program, delivering sustained success and value for all Participating Public Agencies.
The ordering process at NEOGOV is designed to be collaborative and efficient. Customers initiate the purchase through a direct interaction with a NEOGOV sales representative, who assesses their needs and guides them throughout the process. If the procurement involves using pre-negotiated governmental contracts, our sales representatives may engage resellers like SHI or Carahsoft. These resellers facilitate the use of contracts such as Omnia and NASPO, but do not handle the product delivery or implementation.
The order form used might be on the reseller's paper, with NEOGOV consistently providing an End User License Agreement (EULA) that makes our terms clear. Overall, NEOGOV sales representatives maintain primary contact with the customer to ensure a smooth and transparent ordering process, with assistance from resellers where necessary to streamline contractual and procurement aspects
Yes, Governmentjobs.com, Inc. confirms it can respond to different solicitation options:
1. NEOGOV 's pricing shall be evaluated on either an overall project basis or the Public Agency’s actual usage for more frequently purchased Products and Services. We respond with Master Agreement pricing (Contract Sales reported to OMNIA Partners).
2. If an eligible Public Agency requests to be transitioned to the Master Agreement, NEOGOV shall do so and report the Public Agency’s purchases made under the Master Agreement going forward. The price match only applies to the eligible Public Agencies and OMNIA Partners.
3. Occasionally OMNIA Partners and NEOGOV may interact with a Public Agency that has a buying pattern or terms and conditions that considerably deviate from the normal Public Agency buying pattern and terms and conditions and causes NEOGOV 's pricing under the Master Agreement to be higher than an alternative contract held by NEOGOV. NEOGOV would not be required to lower the price for other Public Agencies.
4. If alternative or multiple proposals are permitted, NEOGOV will respond with pricing higher than Master Agreement, and include Master Agreement as the alternate or additional proposal. NEOGOV agrees that when responding to a Third-Party Procurement Solicitation that we will make our commercial best effort to follow the options as recommended by the Master Agreement.
NEOGOV Service Level Warranties
1. Definitions. For purposes of this Contract, the following definitions shall apply:
a) “Non-excluded Downtime” means a period of downtime that is not Excluded Downtime. b) “Excluded Downtime” means (i) Scheduled Downtime; (ii) any period of unavailability lasting less than 10 minutes, not to occur more than once per month; (iii) issues arising from components controlled by the Customer (or its vendors, contractors or service providers) and their performance or failure to perform which impair or disrupt Customer’s connections to the Internet and the transmission of data as reasonably determined by NEOGOV after an investigation into the issue; (iv) that resulted from any actions or inactions of Customer or any third parties; and (v) unavailability of features or functions which would be considered a Level 1 or Level 2 severity level under the table in Section 2 below. c) “SaaS Application” means each proprietary NEOGOV web-based software-as-a-service application subscribed to by Customer.
d) “Scheduled Maintenance” shall mean a period of time where the System is unavailable to Customer, and/or any third party, in order for NEOGOV to perform maintenance of the System. System maintenance includes, but shall not be limited to (i) adding, modifying, or upgrading equipment software and/or System source code, and; (ii) adding, modifying, or upgrading equipment.
e) “Service Credit” shall means a percentage of Service Fees to be credited to Customer if NEOGOV fails to meet a Service Level, as set forth in this SLA. Once Service Credit equals 1/365 of the total fees paid for the SaaS Application f) "Service Level" means a performance standard NEOGOV is required to meet in providing the Services, as set forth in this SLA.
g) “Uptime” means the percentage of total time in a calendar month that the hosted environment is available. Uptime is calculated as the sum of available time minus Non-excluded Downtime minus Excluded Downtime divided by total time minus Excluded Downtime, expressed as a percentage.
2. Customer Obligations. The Customer’s responsibilities and obligations in support of this SLA include the following:
a) Providing information and authorizations as required by NEOGOV for performing the Services. b) Adhering to policies and processes established by NEOGOV for reporting service failures and incidents and prioritizing service requests.
c) Paying fees and costs as required by any master agreement or scope of work. d) In order to receive any of the Service Credits described herein, Customer must notify NEOGOV within thirty (30) days from the time Customer becomes eligible to receive a Service Credit. Failure to comply with this requirement will forfeit Customer’s right to receive a Service Credit.
3. NEOGOV Obligations; Service Levels; Service Credits. a) Customer Service Response. NEOGOV will provide telephone customer support Monday through Friday excluding NEOGOV holidays. If the NEOGOV support desk is unable to resolve the issue within the time limits specified herein, the case shall be escalated to the appropriate teams.
Target Response and Resolution Times
Severity Issues/Factors Determining Severity Initial
Acknowledgment1
Level 1 Functionality, system use questions.
Enhancement requests
Data Privacy inquiry
< 72 hours
Level 2 Problem does not impact or has low impact to
customer operations.
Can conduct daily work.
No error messages.
There is a work around.
< 24 hours
Level 3
No work around solution.
Moderate system impact.
Moderate data security, availability, or integrity impact.
Hot-fix required
< 4 hours
Level 4
Critical error that leads to work stoppage or significant error in processing candidates
System outage due to NEOGOV software or hardware
Problem puts user or customer information at risk.
Multiple Customers reporting a safety issue.
Unauthorized access to customer or job seeker data.
< 2 hour
a) Standard Service Levels/Warranty. The SaaS Application, Resolution Times and Acknowledgment Times (the “Service Levels”) must meet the standards described in this section. If Service Levels degrade to a level of non-compliance during the periods specified, Customer may request a Service Credit and NEOGOV must take the necessary steps to bring the system back to the required level unless Customer determines that factors outside NEOGOV’s control are the cause. Only one Service Credit can be applied within a twenty-four (24) hour period. Any and all customer credits shall be attributed to the month period subsequent to the month in which the credit is requested by Customer. The aggregate maximum number of Service Credits to be issued by NEOGOV to Customer for any and all Downtime periods that occur in a single calendar month shall not exceed five (5) Service Credits. A Service Credit shall be issued in NEOGOV’s invoice in the year following the Downtime, unless the Service Credit is due in Customer’s final year of service. In such case, a refund for the dollar value of the Service Credit will be mailed to Customer. In no case will the Service Credits due to Customer for a month exceed the amounts paid by Customer to NEOGOV. In the event Customer terminates this contract with Service Credits still owed to Customer, NEOGOV shall compensate Customer for the monetary value of these Service Credits.
Examples: If Customer experiences one Downtime period, it shall be eligible to receive one Service Credit. If Customer experiences two Downtime periods, from multiple events at least twenty-four (24) hours apart, it shall be eligible to receive two Service Credits.
Service Level Warranties
Service
Measurement
Service Level
Service Credit
SaaS Application SaaS Application Uptime 99.8% in three (3) months during
consecutive six (6)
month period.
In addition to all other remedies available
to Customer, Customer shall be entitled to
terminate this Agreement for a material
breach upon written notice to NEOGOV
with no further liability, expense, or
obligation to NEOGOV, provided that
Customer notifies NEOGOV within thirty
(30) days of the conclusion of the third
(3rd month in which the Services were not
available 99.8% of the time). Customer is
entitled to prorate refund from date of
termination within 30 days of the
termination date.
SaaS Application SaaS Application Uptime 99.8% 10% of monthly SaaS Application Fees
1 During standard business hours.
Target Resolution
Level 4
Target Resolution Time 100% 8% of monthly SaaS Application Fees Level 3 Severity
Resolution
Target Resolution Time 100% 5% of monthly SaaS Application Fees Customer Support Initial Acknowledgment 95% in calendar month
.5% of monthly SaaS Application Fees
1 SERVICES AGREEMENT
V011025
You agree that by placing an order through a NEOGOV standard ordering document such as an 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 Governmentjobs.com, Inc. (D/B/A/ NEOGOV), for
and on behalf of itself and its subsidiaries PowerDMS, Inc., Cuehit, Inc., Ragnasoft LLC (D/B/A/ PlanIT Schedule), and Design and, where applicable, its other
means the NEOGOV client, customer, and/or the subscriber identified in the Order Form). incorporated herein including the applicable Order Form, each Addendum (as applicable), and Special Conditions (if any). https://www.neogov.com/service-specifications and, as applicable, made a part of this Agreement. additions to this Service Agreement of which are either drafted, or incorporated by reference, into the Order Form.
1. 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 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 use of such software will be deemed to be part of the Services and the terms and conditions of this Agreement shall apply.
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 prior and contemporaneous discussions, agreements or representations and warranties.
2. SaaS Subscription.
a) Subscription Grant -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 . 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 -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 1) Customer employees, agents, contractors, consultants 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 Autho
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 r successive twelve (12)
to the other party, at least thirty (30) days prior to the expiration of the Initial Term or the applicable Renewal Term, the SaaS Subscriptions, or unless terminated earlier in accordance with this Agreement. The Term for the Services is a continuous and non-divisible commitment for the full duration regardless of any invoice schedule. The purchase of any Service is separate from any other order for any other Service.
Customer may purchase certain Services independently of other Services. Your obligation to pay for any Service is not contingent on performance of any other Service or delivery of any other Service.
2 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
ii) Customer Obligations. Customer must: (A) obtain any rights, permissions, or consents that are necessary for the 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 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 purchased by Customer as detailed in an applicable Order Form or NEOGOV Scope of Work (SOW) describing the work to be performed, fees, and any applicable milestones, dependencies, and other technical specifications or related information. Professional Services include training, set-up, implementation, and best practices of and concerning the SaaS Applications. Professional Services are subject to the terms of the Professional Services Addendum made available on the NEOGOV Site and made a part hereof and may be subject to additional terms pursuant to an SOW and Service Specifications describing, if applicable, the work to be performed, fees, and any applicable milestones, dependencies, and other technical specifications or related information. Order Forms or SOWs must be signed by Customer before NEOGOV shall commence work. If Customer executes a separate SOW, this Agreement and documents incorporated herein (including but not limited to the Professional Services Addendum) shall control in the event of a conflict with the terms of the SOW.
5. Payment Terms.
a) Fees. Customer shall pay all Subscription, Onboarding and Set-Up as set forth in an Order Form within thirty (30) days of the date 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. 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.
3 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
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
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 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- written specification of the breach. NEOGOV may suspend the Services or terminate this Agreement immediately in the 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
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
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 NEOGOV software that NEOGOV makes generally available to its customers of the same module, excluding Upgrades. 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 due to a modification, Update, or Upgrade of the Services.
b) Program Documentation; Training Materials.
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 -built, online training consists of a series of tutorials to introduce the standard by Customer
Personnel conducting day-to-day activities.
4 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 implemen
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 onvey 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
nonexclusive, perpetual, irrevocable, royalty-free license to use all Feedback for any purpose. Feedback is provided to -
10. Data Processing and Privacy.
a) Customer Data
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 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. 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.
5 c) Data Processing Agreement.
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.
i) 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 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 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 C uthorized Users or others of the Security Breach, Customer shall be responsible for such notification.
f) 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
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.
6 a) Definition of Confidential Information
or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer's Confidential Information includes its Customer Data. NEOGOV Confidential Information includes the NEOGOV Intellectual Property and the Services. The Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such 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 Party is entitled to seek equitable relief (including, without limitation, an injunction) with respect to any such breach or potential breach in addition to any other remedies available to it at law or in equity.
13. Representations, Warranties, and Disclaimers.
a) Mutual Representations. Each party represents and warrants to the other party that (i) it has full power and authority under all relevant laws and regulations and is duly authorized to enter into this Agreement; and (ii) to its knowledge, the execution, delivery and performance of this Agreement by such party does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it.
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 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
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.
e) 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
7 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 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 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 or (iii) any claim or allegation by any third party resulting from or related 3 of this Agreement.
b) NEOGOV Indemnity. Subject to subsections 14(b)(i) through 14(b)(iii) and 14(c) of this Section, if a third party makes a claim against Customer that any NEOGOV intellectual property furnished by NEOGOV and used by Customer demnify
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 -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 actions against any third party if the Services as delivered to Customer and used in accordance with the terms of the Agreement would not otherwise infringe any third-party intellectual property rights.
iii) Exclusive Remedy. This Section provides the exclusive remedy for any intellectual property infringement claims or damages against NEOGOV.
c) Indemnification Procedures. In order to receive the indemnities described hereunder, the indemnified party must: (i) promptly notify the indemnifying party, in writing, of any claim; (ii) cooperate reasonably with indemnifying party, at nse and/or settlement thereof; and (iii) allow the indemnifying party to control the defense and/or settlement thereof
prior written consent, enter into any settlement that does not unconditionally release the indemnified party from liability.
The indemnified party shall have the right to participate in any defense of a claim and/or to be represented by counsel of
8 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
THIS AGREEMENT, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS
AGAINST THE OTHER PARTY UNDER THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO
BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL
OR EQUITABLE THEORY, SHALL NOT EXCEED THE AMOUNT OF ALL PAYMENTS ACTUALLY RECEIVED BY NEOGOV FROM CUSTOMER IN CONNECTION WITH THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT INITIALLY GIVING RISE TO SUCH LIABILITY. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT.
16. Reimbursement of Costs in Third Party Litigation. With respect to any litigation or other court proceeding involving Customer and a third party, if any subpoena or other legally binding request related to such litigation or court proceeding is served to NEOGOV requesting copies of documents maintained by NEOGOV or otherwise requesting NEOGOV to appear as a witness in any capacity
out-of-pocket costs associated with compliance with such request, including but not limited to reasonable
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 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.
9 19. Publicity. Unless otherwise provided in the applicable Order Form, NEOGOV may identify Customer as one of its customers
20. Force Majeure. be liable for any damages, costs,
expenses or other consequences incurred by the other party or by any other person or entity for any act, circumstance, event, impediment or occurrence beyond reasonable control, including, without limitation: (a) acts of God; (b) changes in or in the interpretation of any law, rule, regulation or ordinance; (c) strikes, lockouts or other labor problems; (d) transportation delays; (e) unavailability of supplies or materials; (f) fire or explosion; (g) riot, 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 (j) any other cause beyond the reasonable control of such party.
21. Independent Contractor; No Third Party Beneficiary; Fulfillment Partners. The relationship of the parties shall be deemed to be that of an independent contractor and nothing contained herein shall be deemed to constitute a partnership between or a joint venture by the parties hereto or constitute either party the employee or agent of the other. Customer acknowledges that nothing in this Agreement gives Customer the right to bind or commit NEOGOV to any agreements with any third parties.
This Agreement is not for the benefit of any third party and shall not be deemed to give any right or remedy to any such party whether referred to herein or not. NEOGOV may designate any third-party affiliate, or other agent or subcontractor (each a 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 HRIS, 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 AI 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 party of any breach of this Agreement by the other party will not waive any subsequent breach by such party of the same or a different kind. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which taken together shall constitute one and the same instrument.
e) Electronic Delivery. Delivery of a copy of this Agreement or an Order Form bearing an original signature by electronic mail or by any other electronic means will have the same effect as physical delivery of the paper document bearing the original signature.
11 Exhibit A
Government Customer Addendum
Government
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 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) for the first year of the term of any Order Form First and all such ). If Customer is
subject to federal, state or local law which makes Cu 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, 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 sch
herein in accordance with the terms and conditions of this Agreement. It is also understood and agreed that each New Entity will establish its own contract with NEOGOV, be invoiced therefrom and make its own payments to NEOGOV in accordance with the terms of the contract established between the New Entity and NEOGOV. With respect to any purchases by a New Entity pursuant to this Section, Customer: (i) shall not be construed as a dealer, re-marketer, representative, partner or agent of any type of NEOGOV, or such New Entity; (ii) shall not be obligated, liable or responsible for any order made by New Entities or any employee thereof under the agreement or for any payment required to be made with respect to such order; and (iii) shall not be obliged, liable or responsible for any failure by any New Entity to comply with procedures or requirements of applicable law or to obtain the due authorization and approval necessary to purchase under the agreement. Termination of this Agreement shall in no way limit NEOGOV from soliciting, entering into, or continuing a contractual relationship with any New Entity. Any New Entity who purchases Services under this Section hereby represents that is has the authority to use this Services Agreement for the purchase and that the use of the Services Agreement for the purchase is not prohibited by law or procurement regulations applicable to the New Entity.
12 Exhibit B
Integration Terms Addendum
may use only those Integration Services purchased or subscribed to as listed within the NEOGOV Order Form. The following 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 https://api.neogov.com/connect/marketplace.html
integration between the Services and an unaffiliated third-party service integrated using open API Integration Services are not available for HRIS Services and this Exhibit B shall not apply to HRIS 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 resource related third application(s) that will interoperate with NEOGOV Services (collectively these uses shall be referred to as the there are no implied licenses granted under this Agreement. NEOGOV reserves all rights that are not expressly granted.
Customer may not use the API for any other purpose without our prior written consent. Customer may not share the API with any third party, must keep the API and all log-in information secure, and must use the API key as Customer sole means of accessing the API.
2. Integration Intellectual Property. All right, title, and interest in the API and any and all information, data, documents, materials, inventions, technologies, know-how, descriptions, requirements, plans, reports, works, intellectual property, software, hardware, systems, methods, processes, and inventions, customizations, enhancements, improvements and other modifications based on or derived from the API are and will remain, as appropriate, with NEOGOV. All right, title, and interest in and to the third-party materials, including all intellectual property rights therein, are and will remain with their respective third-party rights holders subject to the terms and conditions of the applicable third-party license agreements. Customer has no right or license with respect to any third-party materials except as expressly licensed under such third-party license agreements.
3. Integration Terms of Use. Except as expressly authorized under this Agreement, you may not remove any proprietary notices from the API; use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; combine or integrate the API with any software, technology, services, or materials not authorized by NEOGOV; design or permit Customer Application(s) to disable, override, or otherwise interfere with any NEOGOV-implemented communications to end users, consent screens, user settings, alerts, warning, or the like; use the API in any of Customer Application(s) to replicate or attempt to replace the user experience of the Services; or attempt to cloak or conceal Customer identity or the identity of Customer Application(s) when requesting authorization to use the API.
4. Customer Integration Responsibilities. Customer, Customer developed web or other software services or applications, and Customer third-
with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on https://api.neogov.com/connect/index.html from time to time. In addition, Customer will not use the API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email ( multi-level marketing
proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities.
5. Cooperation. If applicable, Customer shall timely provide such cooperation, assistance, and information as NEOGOV reasonably requests to enable the API. NEOGOV is not responsible or liable for any late delivery or delay or failure of performance caused in whole or in part by delay in performing, or failure to perform, any of its obligations under this Agreement. NEOGOV will provide Customer maintenance and support services for API issues arising from the information technology designed, developed, and under then current control of NEOGOV. NEOGOV shall have no obligation to provide maintenance or support for issues arising from the inaction or action of Customer or third parties of which are outside NEOGOV control.
6. Provision of Open API. In the event license fees or other payments are not due in exchange for the right to use and access the Open API, you acknowledge and agree that this arrangement is made in consideration of the mutual covenants set forth
13 in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein.
Notwithstanding the foregoing, NEOGOV reserves the right to charge for access with effect from the start of each Renewal Term by giving Customer at least ninety (90) day notice prior to commencement of a Renewal Term.
7. API Key. In order to use and access the Open API, you must obtain an Open API key through the registration process.
Customer agrees to monitor Customer Applications for any activity that violates applicable laws, rules and regulation, or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior.
This Agreement does not entitle Customer to any support for the Open API. You acknowledge that NEOGOV may update or modify the Open API from time to time and at our sole discretion and may require you to obtain and use the most recent version(s). You are required to make any such changes to Customer Applications that are required for integration as a result of such Update at Customer sole cost and expense. Updates may adversely affect how Customer Applications communicate with the Services.
8. Efficient Processing. You must use efficient programming, which will not cause an overwhelming number of requests to be made in too short a period of time, as-determined solely by NEOGOV. If this occurs, NEOGOV reserves the right to throttle your API connections, or suspend or terminate your access to the Open API. NEOGOV shall use reasonable efforts to provide Customer notice and reasonable time to cure prior to taking such actions.
9. Open API Limitations. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT
WILL NEOGOV BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT,
NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, LOST
PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF
BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE OPEN API; OR ANY DAMAGES, IN THE
AGGREGATE, IN EXCESS OF FIFTY DOLLARS, EVEN IF NEOGOV HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR NEOGOV WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU
MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.
10. Open API Termination. Notwithstanding the additional Termination rights herein, NEOGOV may immediately terminate or suspend Customer access to Open APIs in our sole discretion at any time and for any reason, with or without notice or cause. In addition, your Open API subscription will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
Account Executive (AE)
Project Manager
Implementation Consultant(s)
Project Sponsor
Project Lead/Owner
Project Team
NEOGOV has been building and supporting public sector and education HR Software for the past 20 years. NEOGOV systems are built for public sector and education agencies. Our teams understand specific requirements and best practices to create the most advantageous solutions for our customers. Product Managers take direct customer feedback from the NEOGOV Community’s Idea Board when planning and developing future enhancements and updates to our products. The NEOGOV Community provides space for all customers to not only interact with NEOGOV Development teams, but also interact with one another to share tips and best practices.
The NEOGOV Community includes over 2000 customers and provides space for sharing and collaboration amongst users around the country. Users also receive access to additional system resources and training tools in the NEOGOV Community.
NEOGOV also maintains a 95% customer retention rate, demonstrating that agencies who join the NEOGOV network remain strong customers throughout.
In addition to the initial training, NEOGOV also offers the NEOGOV Community, which includes access to quarterly conference calls, online video tutorials, user groups, and more. This is designed to ensure your organization's success goes well beyond the initial go-live date. Furthermore, NEOGOV offers NEOGOV University classes, which are free monthly training webinars that customers can enroll in. All proposed training classes and materials, including videos, tutorials, documentation, etc., are already available and can be accessed by customers online through the NEOGOV community. There is no additional cost for ongoing support for both technical and administrative assistance or maintenance.
Since NEOGOV products are Software as a Service (SaaS) based, there are no upfront hardware or hidden costs. We provide seamless software releases and upgrades reducing ITs workload. All maintenance and upgrades are delivered and applied to all users once released by Product Managers. There is often little to no downtime for any maintenance and upgrades.
With use of multiple NEOGOV products, data between each of the products can flow seamlessly and is captured throughout the employee lifecycle. Data from an applicant is logged at the beginning of recruitment in Insight. The employee’s data can be built upon in our HRIS once the employee is hired and completes employee record information, benefit enrollments, etc. Onboarding processes including onboarding checklists and new hire forms in Onboard. Online workflows and additional employee forms are done in eForms. Completion of training courses can be tracked and managed in Learn. Employee evaluation and rating data is documented in Perform. Various aspects of each of the systems integrate with each other and the data remains in one place.
For clients with other third party systems, NEOGOV can also create integrations for those systems. Our dedicated NEOGOV Connect Team, which manages all NEOGOV integrations will work with the customer to build out any supplemental custom integrations and complete testing to ensure all connections remain in sync. NEOGOV also maintains active partnerships with other vendors for background checks, employment testing and other services.
N/A – NEOGOV's solution is SaaS-based, so software, equipment, and service warranties or maintenance plans do not apply.
N/A.
NEOGOV is a privately held California C-Corporation and headquartered in El Segundo, CA. There is a second office in Draper, UT. Our mission is simple:
We do this by providing industry-leading workforce management solutions that support public sector agencies. For over two decades, we have been committed to equipping these organizations with the tools they need to enhance efficiency, maintain compliance, and make data-driven decisions. Through a strategic approach to innovation and acquisition, NEOGOV has developed a comprehensive ecosystem that streamlines several public safety workforce management functions including incident command, operational management, workforce oversight, and case management. With nearly 1,000 employees and over 13,000 public sector customers, NEOGOV is the leader in government workforce management software.
A Legacy of Innovation and Strategic Growth
NEOGOV was founded in 1999 as Governmentjobs.com with a vision to transform public sector human resources and workforce management. As government agencies faced increasing challenges in recruitment, training, and operational efficiency, we recognized the need for a unified, technology- driven approach to support their evolving needs. To expand our capabilities, NEOGOV embarked on a strategic acquisition path, integrating specialized solutions that addressed key aspects of public sector operations.
In 2017, NEOGOV acquired FirstNet Learning Systems, a company specializing in training and compliance tracking. This acquisition allowed agencies to monitor professional development and ensure that personnel maintained essential certifications. In 2018, NEOGOV further strengthened its offerings by acquiring High Line Corporation, a leader in payroll and human resources information systems (HRIS). This expansion provided agencies with a seamless workforce management platform, allowing them to handle payroll, benefits, and scheduling more efficiently.
In 2020, NEOGOV took another significant step forward by acquiring PowerDMS a company founded in 2001 with a platform dedicated to policy management, accreditation, and compliance for public safety agencies. Since PowerDMS was acquired, NEOGOV has strengthened its commitment to the needs of public safety agencies by buying and building more than 10 additional products designed to assist with their unique workforce management challenges.
After more than 25 years in business, NEOGOV now offers more than 20 core products, and operates under the brands NEOGOV, NEOED, PowerDMS by NEOGOV, and Governmentjobs.com. The company’s legal name is Governmentjobs.com, d/b/a NEOGOV. You will find all of the brands mentioned at times throughout this proposal and used throughout our publicly visible marketing and communications.
They are often also used interchangeably by our 13,000 customers. For the avoidance of doubt, NEOGOV is a single company wholly owned by LOBOS Parent, Inc. which is a holding company that exists solely for the purpose of organizing the financial interests of Warburg Pincus and the Carlyle
Group, two of the largest and most prestigious private equity firms in the world with more than $400 billion in assets under management. LOBOS also includes the ownership of the other minority shareholders. NEOGOV is the only asset of LOBOS Parent, Inc. For compliance with generally acceptable accounting principles, LOBOS Parent, Inc. is how NEOGOV is referred to in the audit letter from KPMG provided in this RFP response.
Over the past five years, NEOGOV has garnered numerous industry awards that highlight our leadership and innovation in public sector technology. We've consistently earned a spot on the prestigious GovTech 100 list for nine consecutive years, and our accolades include the Brandon Hall Group Gold Award for Best Customer Training Program in 2023, recognition as one of the fastest- growing private companies by SO500 in 2019, and several awards for our products and workplace, such as the PowerDMS Named a Best Companies to Work For in 2021. Also named one of the 100 Fastest Growing Private Companies in Los Angeles by the Los Angeles Business Journal, named number 12 of the Top 50 Local Government Companies by the ELGL Choice Awards and was featured on Deloitte’s Technology Fast 500TM. These recognitions reflect our sustained commitment to excellence and innovation in serving government agencies NEOGOV is affiliated with the associations below:
1.NASPE (National Association of State Personnel Executives)
2. NASCA (National Association of State Chief Admins)
3. IPMA-HR (International Public Management Association for HR) Including southern, midwest, eastern, and western region chapters
4. ICMA (International City/County Manager Association)
5. NNAHRA (National Native American HR Association)
6. CUPA-HR (College & University Professional Association for HR) We also sponsor conferences put on by these groups:
1. NPELRA (National Public Employer Labor Relations Association) Including the CA Chapter (CALPELRA)
2. SHRM (Society of Human Resources Management)
3. PRIMA (Public Risk Management Association)
4. APA (American Payroll Association)
NEOGOV IGNITE USER CONFERENCE
NEOGOV’s IGNITE Conference and Pre-Conference Training are annual, live, in-person events. Our Ignite conference brings together dedicated NEOGOV customers in the public sector, NEOED customers in education, and loyal PowerDMS customers in public safety, for a 3-day conference of learning and networking. Last year, Ignite attracted 1,400+ attendees across public service industries including government, public safety, education, and more.
We are the people, who serve the people, who serve the people. At NEOGOV, our teams are devoted to serving customer agencies in order for them to better serve the people in their communities.
NEOGOV has been serving the public sector for over 20 years and continues to provide solutions only to public agencies that are tailored to the needs of the industry. Our teams constantly request feedback from users and use it to build out new features in our products. Each quarter Product Managers develop their Product Roadmaps according to the feedback and requests left directly from customers.
The implementation consultants’ responsibilities include:
Executing deployments and best practice coaching for customers Executing daily operations for assigned customers and implementations, including schedules, time tracking, health check delivery, etc.
Tracking support level and customer satisfaction metrics; Ensure the support SLA's are being achieved and exceeded - Identify opportunities to improve metrics and team efficiency based on results of reporting and analytics
Conducting quality & product usage checks to ensure customer & product satisfaction expectations are being satisfied for customers and that a high level of service is being delivered
Developing and maintain project plans, issues logs, status reports, and time/ budget reports Troubleshooting by replicating reported issues in a test environment and summarize issues accurately and succinctly in QA steps; develop and execute robust and creative test case scenarios
Collect, understand, and articulate basic to complex customer requirements and understand how to translate business requirements into configuration options and business process changes
CONTACT
https://www.linkedin.com/in/shane-evangelis
a72354/?jobid=1234/
EDUCATION
Southern Methodist University – Cox School o
MBA, Finance
1999 - 2000
UNM Anderson School of Management
BBA, Marketing
1992 - 1997
Shane Evangelist
CEO at NEOGOV
Los Angeles, CA
EXPERIENCE
NEOGOV | El Segundo, CA
CEO
April 2017 - Present
US Water Filters | Minneapolis, MI
Board of Directors
April 2012 – Present
Tourneau | New York, New York
Advisory Board Member
September 2016 – February 2018
US Auto Parts | Carson, CA
CEO
October 2007 – March 2017
Board of Directors
October 2007 – March 2017
PS I Love You |Los Angeles, CA
Board Member
February 2011 – June 2015
Blockbuster | Dallas, TX
SVP & GM, Blockbuster Online
January 2004 – October 2007
Vice President of Strategic Planning
April 2000 – January 2004
IBM | New York, NY
Business Unit Executive
1997 – 2001
CONTACT
[email protected]
https://www.linkedin.com/in/krystyna-
faillace-bb488935/?jobid=1234
EDUCATION
University of Southern California
Bachelor of Arts, Communication
Universitat Autònoma de
Barcelona
Krystyna Mishler
Director of Professional Services at NEOGOV
Atlanta, GA
EXPERIENCE
NEOGOV | El Segundo, CA
Director of Professional Services
March 2020 - Present
Director of Customer Engagement
February 2019 – March 2020
Implementation Consultant Manager
March 2018 – January 2019
Customer Success Manager / Implementation Consultant / Solutions Engineer
September 2015 – March 2018
Customer Support Lead / Applicant Support Manager
March 2013 – September 2015
Recruiter
May 2012 – March 2013
Prime Public Relations | Culver City, CA
Administrative Assistant
May 2011 - February 2012
AssetSmart | Westlake Village, CA
Marketing/Advertising Intern
May 2009 - August 2009
Prototypes | Los Angeles, CA
Intern
December 2007 - January 2008
Cielo Unlimited
Administrative Assistant
June 2006 - August 2006
CONTACT
[email protected]
https://www.linkedin.com/in/miyajin/
EDUCATION
Loyola Marymount University, College
of Business Administration
Bachelor, Finance
2010 – 2014
Miya Jin
Director of Professional Services at NEOGOV
Los Angeles, CA
EXPERIENCE
NEOGOV | Los Angeles, CA
Director, Professional Services
July 2021 – Present
Manager, Implementations
April 2020 – June 2021
Implementation Supervisor
June 2019 – April 2020
Senior Implementation Consultant
January 2017 – April 2020
Implementation Consultant
September 2016 – January 2017
Peter Lehmann Wines | Tanunda South Australia
Cellar Hand
January 2016 – April 2016
HR Cloud | El Segundo, CA
Customer Success Representative
June 2014 – August 2015
The Coca-Cola Company | Loyola Marymount University
Brand Manager
January 2013 – May 2013
CONTACT
[email protected]
https://www.linkedin.com/in/denisehe
mke/
EDUCATION
University of South Florida
BS, Marketing and MIS
1996-2001
Denise Hemke
Chief Product Officer at NEOGOV
Novato, CA
EXPERIENCE
NEOGOV
Chief Product Officer
01/2024 - Present
Checkr | San Francisco, CA
Chief Product Officer
01/2022 - 10/2023
Workday | Pleasanton, CA
General Manager, Analytics
01/2021 - 01/2022
Workday | Pleasanton, CA
Vice President, Analytics Product Management & Strategy 05/2019 - 01/2021
Workday | Pleasanton, CA
Senior Director of Product Management, Analytics
06/2017 – 05/2019
Workday | Pleasanton, CA
Director of Product Management, Analytics
08/2016 – 06/2017
Platfora (acquired by Workday) | San Mateo, CA
Director of Engineering & Director of Product Management 01/2013 – 08/2016
Salesforce.com | San Francisco, CA
Senior Manager & Director of Engineering
03/2008 – 01/2013
HSBC | Tampa, FL
Technical Project Management & SRE
06/2006 – 03/2008
AT&T | Tampa, FL
Web Applications & ETL Developer
2001 - 2006
CONTACT
https://www.linkedin.com/in/sandymira
nda/
EDUCATION
University of Phoenix
BA, Management
Liberty University
MA, Mental Health
Counseling/Counselor
Sandy Miranda
Chief Customer Success Officer at NEOGOV
Orlando, FL
EXPERIENCE
NEOGOV
Chief Customer Success Officer
April 2017 - Present
PowerDMS | Orlando, FL
VP of Customer Success
July 2015 – April 2017
PowerDMS | Orlando, FL
Director of Customer Success
March 2012 – July 2015
PowerDMS | Orlando, FL
Customer Care Manager
June 2011 – March 2012
The Revere Group | Orlando, FL
Service Delivery Manager
May 2007 – June 2011
Hughes Supply | Orlando, FL
System Support
1999 - 2007
CONTACT
[email protected]
www.linkedin.com/in/jim-pirraglia-
42193a4
CERTIFICATIONS
Product Strategy -Discovering,
Developing, Managing and Marketing
Products as a Business
Northwestern University – School of
Management
November 2019
Agile Product Management Excellence
280 Group
July 2010
EDUCATION
Adelphi University
BA, Communications
Jim Pirraglia
VP, Product, HRIS at NEOGOV
New York
EXPERIENCE
NEOGOV
VP, Product, HRIS
9/21 - <Present>
Lead HRIS Product group including growing/scaling team, defining product strategy and enabling team to execute on roadmap to drive customer adoption and market value.
Smartlinx Solutions | <Iselin, NJ>
VP, Product & Strategy
6/19-8-21
As a senior member of the Executive team and shareholder, my focus was on delivering innovative products and strategy scaled for growth. Led the Product and Design team, building platform HCM solutions in the long term/post-acute health market.
Trackforce Valiant | <Iselin, NJ>
VP, Product Management
12/02- 6/19
Senior member of Executive team and shareholder, responsible for product strategy for the HCM platform in the Contract Security and Hospitality markets. Introduced and implemented a formal Product Management team including implementing Agile best practices.
CONTACT
[email protected]
LinkedIn profile
EDUCATION
Colorado State University
Computer Information Systems
1998-2001
Kasey Pearce
Integration Implementation Manager at NEOGOV
EXPERIENCE
NEOGOV
Integration Implementation Manager at NEOGOV
10/2021 – present
Manage integrations team for all TMS integration implementations.
Neon One | Remote
Director of Technical Implementation
10/2020 – 06/2021
Neon One | Remote
VP of Operations
12/2019 – 10/2020
CiviCore (acquired by Neon One) | Denver, Colorado
VP of Operations / Senior Software Engineer /Web Application Developer 10/2001 – 12/2019
Docusign Envelope ID: B50CB887-FB52-4506-A632-98137D58E3E9
ATTACHMENT A
Requirements for National Cooperative Contract To Be Administered by OMNIA Partners Exhibit F - Federal Funds Certifications
Exhibit G - New Jersey Business Compliance
Version April 2, 2025
CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, September 15, 2026, 5:00 PM
CONSENT 23. To: Honorable Mayor and City Council From: Gary Carter, Director, Information Technology and Security ITS Administration Subject: CONSIDER APPROVING AMENDMENT NO.1 TO THE CONTRACT SERVICES AGREEMENTWITH FIBER ASSETCO LLC D/B/A ZAYO (FORMERLY CROWN CASTLE FIBER LLC) FOR DARK FIBER. (CITYCOUNCIL) I. SUMMARY
The City of Carson leases colocation space for City IT equipment at regional data centers for critical network and server operations. The city requires primary and redundant network connectivity between City Hall and the regional data centers to connect to the City’s equipment.
On August 6, 2024, City Council approved a contract with Crown Castle Fiber LLC for Dark Fiber Leases/Licenses, for an amount not to exceed $1,062,000 for a total term of 10 years to commence upon installation of the network.
On June 29, 2026, the vendor activated two (2) of the dark fiber routes in accordance with the original contract.
However, the final dark fiber route requires modification to remove a single point of failure along the network route.
The vendor has offered a new route to replace the final dark fiber route, for an increased amount of $600 annually for the 10-year contract term totaling $6,000, requiring a contract amendment. In addition, Crown Castle Fiber LLC was acquired by Fiber AssetCo LLC D/B/A Zayo on May 1, 2026 and connection therewith, Fiber AssetCo LLC D/B/A Zayo has agreed to assume all of Crown Castle Fiber LLC's interests, rights and obligations under the contract.
Contract Amendment No.1 will increase the total not to exceed amount to $1,068,000 for a total term of 10 years and formally memorialize assumption of all contract rights and obligations by Fiber AssetCo LLC D/B/A Zayo.
II. RECOMMENDATION
TAKE the following actions:
1. APPROVE a contract amendment No.1 with Fiber AssetCo LLC D/B/A Zayo (formerly Crown Castle Fiber LLC) for Dark Fiber Leases for an increased amount of $6,000, and a total contract amount not to exceed $1,068,000 for a total term of 10 years; and
2. AUTHORIZE the Mayor to execute the contract amendment after approval as to form by the City Attorney.
III. ALTERNATIVES
TAKE another action the City Council deems appropriate.
IV. BACKGROUND
The City of Carson has acquired colocation space at regional data centers to enable operation of critical network and server operations. The City requires primary and redundant network connectivity between City Hall and the regional data centers to connect to the City’s equipment.
On August 6, 2024, City Council approved a contract with Crown Castle Fiber LLC for Dark Fiber Leases/Licenses, for an amount not to exceed $1,062,000 for a total term of 10 years commencing upon installation of the network.
The contract offered licenses and services for three (3) unique dark fiber routes to ensure network redundancy. The provisioning of the dark fiber was rescheduled to initiate after completion of the City Hall Basement Renovation including the new City Hall Data Center, and in coordination with the City’s Phase I Fiber Optic Network Project construction. On June 29, 2026, the vendor activated two (2) of the dark fiber routes in accordance with the original contract. However, the final dark fiber route requires modification to remove a single point of failure along the network route.
The vendor has offered a new Order Form to provide a replacement dark fiber route at a cost of an additional $600 per year, resulting in an amended not to exceed amount of $1,068,000, for the total term of 10 years.
V. FISCAL IMPACT
The cost associated with the 10-year contract amendment with Fiber AssetCo LLC D/B/A Zayo is an increase of $6,000 to the existing total contract amount over 10 years. The existing annual contract amount will increase by $600. The Information Technology & Security Department will include the additional $600 annual maintenance cost for the contract amendment in the proposed FY2027-28 budget and subsequent years.
Fiscal Year Amount Account Number
FY2026-27 (Year 1) $600 101-54-541-101-6004
FY2027-28 (Year 2) $600 101-54-541-101-6004
FY2028-29 (Year 3) $600 101-54-541-101-6004
FY2029-30 (Year 4) $600 101-54-541-101-6004
FY2030-31 (Year 5) $600 101-54-541-101-6004
FY2031-32 (Year 6) $600 101-54-541-101-6004
FY2032-33 (Year 7) $600 101-54-541-101-6004
FY2033-34 (Year 8) $600 101-54-541-101-6004
FY2034-35 (Year 9) $600 101-54-541-101-6004
FY2035-36 (Year 10) $600 101-54-541-101-6004
Total $6,000
VI. EXHIBITS
1. Contract with Crown Castle Fiber LLC
2. Amendment with Fiber AssetCo LLC D/B/A Zayo
Prepared by: Gary Carter, Director, Information Technology & Security Department Attachments
C-24-211 - CROWN CASTLE FIBER, LLC. 2024 AUGUST 20.pdf
Amendment 1 (Zayo)
EXHIBIT NO. 1
TELECOMMUNICATIONS LICENSE AGREEMENT
By and Between
CITY OF CARSON
and
CROWN CASTLE FIBER LLC
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TELECOMMUNICATIONS LICENSE AGREEMENT
BETWEEN THE CITY OF CARSON AND
CROWN CASTLE FIBER LLC
THIS TELECOMMUNICATIONS LICENSE AGREEMENT
made and entered into this day of , 2024 by and between the CITY OF CARSON CROWN CASTLE FIBER LLC, a
New York limited liability company authorized to conduct business in California collectively referred to as
RECITALS
A. City has sought, by issuance of RFP No. 23 -049 Dark Fiber Leases and/or Dark Fiber Indefeasible Right of Use (IRU), the performance of the services defined and descri bed particularly in Article 1 of this Agreement.
B. After City received no proposals in response to RFP No. 23-049, as permitted under f no proposals are received,
procurement may proceed without further compliance with competitive proposal requirements Consultant was selected by the City on an informal basis to provide services detailed in RFP No. 23-049 following submission of a propo sal by Consultant for the performance of the services defined and described particularly in Article 1 of this Agreement.
C.
and execute this Agreement.
D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall provide As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times thos
Exhibit A and incorporated
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faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended.
dards of practice recognized by one or more first-
class firms performing similar work under similar circumstances.
1.2 Consultant s Proposal.
incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered.
1.4 Licenses, Permits, Fees and Assessments.
Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.
1.5 Familiarity with Work.
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of itten instructions are received
from the Contract Officer.
1.6 Care of Work.
The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies 6 Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF -3- 01007.0001/644685.1
and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or
1.7 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other.
1.8 Additional Services.
City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering , adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for perfor mance shall be valid unless the procedures established in this Section are followed.
1.9 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof Exhibit B and incorporated herein
by this reference. In the event of a conflict between the provisions of Exhibit B and any other provisions of this Agreement, the provisions of Exhibit B shall govern.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specifie Exhibit C and
incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed One Million Sixty Two Thousand Dollars and Zero Cents 7 Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF -4- 01007.0001/644685.1
($1,062,000)
Section 1.8.
2.2 Method of Compensation.
The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expe nses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at a ll project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice for all work performed and By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub -category), travel, materials, equipment, supplies, and sub -contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person.
City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its be st efforts to cause Consultant to be paid within forty-five (45) days of receipt of C invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law.
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2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the as Exhibit D and incorporated herein by this
reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the f ault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/o r acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however this Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit D ).
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ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:
Jim Hughes Fiber Sales Director
(Name) (Title)
Anthony Santana Wholesale Account Manager
(Name) (Title)
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make subcontractors, if any, assigned to perform the services required under this Agreement. Consultant perform the services required under this Agreement, prior to and during any such performance.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any ficials, officers, employees or
agents of City.
obtain any rights to retirement, health care or any other benefits which may otherwise accrue to Consultant expressly waives any claim Consultant may have to any such rights.
4.3 Contract Officer.
The Contract Officer shall be Gary Carter, Director of Information Technology & Security, or as otherwise designated by the City Manager. responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing 10 Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF -7- 01007.0001/644685.1
by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.
4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose beco me or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the expr ess written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all trans fers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City.
ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
The Consultant shall procure and maintain, at its sole cost and expense, in a form and content reasonably satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City:
(a) General Liability Insurance (Coverage Form ISO CGL CG 00 01 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. 11 Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF -8- 01007.0001/644685.1
(b) Worker s Compensation Insurance.
insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or servic es contemplated in this Agreement at least
$1,000,000.00.
(c) Automotive Insurance (Coverage Form ISO CA 00 01 including any auto and endorsement CA 0025 or equivalent) . A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.
(d) Professional Liability. Professional liability insurance appropriate to the limits shall
be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate. This coverage The
professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years foll owing the completion of termination of this Agreement. During this additional 5 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage.
(e) Subcontractors. Consultant shall furnish separate cer tificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein.
(f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit B .
5.2 General Insurance Requirements.
The Commercial General Liability and Automobile Liability policies of insurance required above shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, s insurance. The
insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention.
All of said policies of insurance shall provide thirty (30) days prior written notice of cancellation by mail to the City for any reason other than non-payment of premium in which a ten day notice shall apply. In the event any of said policies of insurance are cancelled, the Consultant 12 Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF -9- 01007.0001/644685.1
shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section
5.1 to the Contract Officer.
No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, addition al insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure of the Consultant to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.
All certificates shall name the Cit y as additional insured (providing the appropriate endorsement).
City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. insurance shall apply separately to each insured against whom claim is made or suit is brought, Any deductibles or self -insured retentions must be declared to by City. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons
liabilities as provided in Section 5.3.
In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City.
5.3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties,
connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity 13 Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF -10- 01007.0001/644685.1
of or failure to perform any term, provision, covenant or conditi on of this Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or fees.
This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities cts or omissions, but, to the fullest extent
arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on succe ssors and assigns of Consultant and shall survive termination of this Agreement.
5.4 Sufficiency of Insurer.
Insurance required by this Agreement shall be satisfactory only if issued by companies -
Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category
If this Agreement continues for more than 3 years
duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager.
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ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required.
in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents and without
reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for 15 Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF -12- 01007.0001/644685.1
assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, wit
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena
Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.
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7.2 Disputes; Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default.
This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by r
obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver.
Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or 17 Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF -14- 01007.0001/644685.1
different times, of any other rights or remedies for the same default or any other default by the other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwiths tanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue a legal action under this Agreement.
7.7 Termination Prior to Expiration of Term.
7.7.1 The City reserves the right to terminate this Agreement upon no less than thirty (30) days prior written notice in the event that funds are not appropriated for this Agreement. In such event, the City shall (i) be responsible for paying Consultant any and all charges then due through the date of termination (ii) reimburse Consultant any and all out of pocket costs associated with this terminated Agreement to the extent that such costs are not offset by any amounts then paid by City prior to the date of termination.
7.7.2 The City reserves the right to terminate this Agreement at any time after the sixtieth (60) month of the term, and
without any liability or obligation to either Party..
7.7.3 In addition, the Consultant reserves the right to terminate this Agreement at any t where
termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine.
7.7.4 Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination or as otherwise provided for in section 7.7.1, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the even t the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause , the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.
7.8 Termination for Default of Consultant.
If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise. 18 Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF -15- 01007.0001/644685.1
7.9 Attorneys Fees.
If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial i nterest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 19 Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF -16- 01007.0001/644685.1
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Carson, 701 East Carson, Carson, California 90745 and in the case of the Consultant, to the per son(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seven ty-two (72) hours from the time of mailing if mailed as provided in this Section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, whether the signatures are originals, electronic, facsimiles or digital. All such counterparts shall together constitute but one and the same Agreement.
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.
20 Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF -17- 01007.0001/644685.1
9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.6 Warranty & Representation of Non-Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or ind irectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of - Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement.
Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any thi rd party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.
9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agr eement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE]
21 Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF -18-01007.0001/644685.1
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.
CITY:
CITY OF CARSON, a municipal corporation
Lula Davis-Holmes, Mayor
ATTEST:
Dr. Khaleah K. Bradshaw, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
Sunny K. Soltani, City Attorney
[rjl]
CONSULTANT:
CROWN CASTLE FIBER LLC, a New York
limited liability company
By:
Name: Lisa Gugliada
By:
Title:
Name:
Title:
Associate General Counsel
Address: 8020 Katy Freeway
Houston, TX 77024
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS
MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR ESS ENTITY.
22 Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
01007.0001/644685.1
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA FLORIDA
COUNTY OF LOS ANGELES MIAMI-DADE
On _7/_2_4_/2_0_2_4 , 2024 before m e, _Ja_n_i_n_e_S_u_z_an_n_e T_o_rr_e,s personally appea red L is_a_G_u_g_l_ia_d_a , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Florida
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature:
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
TITLE(S) TITLE OR TYPE OF DOCUMENT
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S) NUMBER OF PAGES
GUARDIAN/CONSERVATOR
OTHER
SIGNER IS REPRESENTING: DATE OF DOCUMENT
(NAME OF PERSON(S) OR ENTITY(IES))
SIGNER(S) OTHER THAN NAMED ABOVE
23 Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
01007.0001/644685.1
__________________________
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA FLORIDA
COUNTY OF LOS ANGELES MIAMI-DADE
On7/24/2024 , 2024 before me, J_a_n_ine Suzanne T_orres, personally appeared _L_isa Gugliada , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Florida
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature:
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
TITLE(S) TITLE OR TYPE OF DOCUMENT
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S) NUMBER OF PAGES
GUARDIAN/CONSERVATOR
OTHER
SIGNER IS REPRESENTING: DATE OF DOCUMENT
(NAME OF PERSON(S) OR ENTITY(IES))
SIGNER(S) OTHER THAN NAMED ABOVE
24 Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF A-1 01007.0001/644685.1
SCOPE OF SERVICES
I. Consultant will perform the following Dark Fiber and Lease/License Services :
Consultant shall perform all of the work, furnish all labor, materials, equipment, tools, utility services, and transportation, and comply with all of the specifications and requirements in the Bid Documents for the project entitled RFP No. 23 -049 Dark Fiber Leases and/or Dark Fiber Indefeasible Right of Use (IRU), in accordance with the Special Requirements attached hereto as Exhibit B -119062
attached hereto as Exhibit B and exclusive of any construction work detailed in RFP No, 23- IT Disaster Recovery Project The IT Disaster Recovery Project requires Consultant to provide a primary dark fiber pair and -Me-Room of several carrier
neutral data centers located in downtown Los Angeles, California, and rotocols (along the route as set forth on the
Order Form) and in accordance with the route map. In the event of any conflict between the terms of this Agreement and any attachments, the following order of precedence shall apply: (1) Exhibit B - the Special Requirements; (2) the Agreement; (3) the Order Form; and (4) the Bid Documents.
Bid Documents
bids for the IT Disaster Recovery Project, including but not limited to, the RFP, Instructions to Provisions, Construction Plans, Standard Plans, Drawings, Reference Specifications, all applicable permit requirements, any addenda, and any other documents included, referenced, or incorporated therein.
More specially, Consultant shall:
A. Provide and lease to City three (3) redundant single -mode dark fiber routes to complete a fully redundant (2) fiber strand, dark fiber pair, between three City designated hub site locations:
1. City Hall 701 E Carson St Carson CA 90745
2. 3. elocate demarcation to any
-Net) during term)
B. Provide regular and scheduled maintenance to ensure operational integrity and performance of dark fiber services. Consultant or City reported incidents of performance shall be documented in an incident management system and tracked through to resolution, including fiber testing documentation ensuring less than 0.3 dB loss per splice, per industry standards.
-Net) during term)
25 Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF A-2 01007.0001/644685.1
C. Maintain adequate and qualified personnel needed to meet the workload requirements for all maintenance activities on a 24 hour/7 days per week/365 days per year basis.
D. Provide City with fiber testing documentation and construction completion report.
II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City:
A. Network related outages confirmed by Consultant or City.
B.
C. Quarterly Business Reviews.
III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports:
IV. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City.
26 Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF
PROPRIETARY AND CONFIDENTIAL
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
(new text shown in bold italics, deleted text in strikethrough)
I. Section 1.1 (Scope of Services) of the Agreement is hereby amended to read in its entirety as follows:
Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall attached hereto as in Exhibit
A and incorporated herein by this reference, which may be referred to herein as the , in accordance with the Special Requirements contained in
in
incorporated herein by this reference. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this practice recognized by one or more first-class firms performing similar work under similar
II. Section 1.4 (Licenses, Permits, Fees and Assessments) of the Agreement is hereby amended to read in its entirety as follows:
Licenses, Permits, Fees and Assessments.
Subject to the provisions of hereof, Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City
III. Section 1.10 (Warranty) is hereby added to the Agreement as follows:
Exhibit B
Exh
-119062 contained
,
27 Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF 2 PROPRIETARY AND CONFIDENTIAL
Warranty. Consultant warrants all Products licensed under this Agreement shall comply with the specifications set forth in Consultant agrees that City shall be entitled to Product Credits in the event of any Product Outage in accordance with the provisions of
IV. Section 3.4 (Term) of the Agreement is hereby amended to read in its entirety as follows:
Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding ten one (101) years from the date hereof, except as otherwise provided in th e Schedule of Performance (Exhibit D
V. Section 5.3 (Indemnification) of the Agreement is hereby amended by addition of the following to the end of the section:
EXCEPT FOR CONSULTAN OBLIGATIONS
UNDER THIS SECTION 5.3: (A) CONSULTANT SHALL NOT BE LIABLE TO THE
CITY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY,
INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION
LOSS OF USE OR DATA, OR LOST BUSINESS, REVENUE, PROFITS OR
GOODWILL, ARISING IN CONNECTION WITH THIS AGREEMENT OR ANY
PRODUCT OR ANY ORDER FORM AND (B) CONSULTANT
TO THE CITY IN CONNECTION WITH THIS AGREEMENT FOR ANY AND ALL
CAUSES OF ACTION AND CLAIMS, INCLUDING WITHOUT LIMITATION,
BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT
LIABILITY, MISREPRESENTATION AND OTHER T ORTS, SHALL BE LIMITED
TO FIVE TIMES THE CONTRACT SUM OR THE APPLICABLE INSURANCE COVERAGE LISTED IN SECTION 5.1, WHICHEVER IS GREATER; PROVIDED,
HOWEVER, THERE SHALL BE NO LIMITS ON CON IN
THE EVENT O NEGLIGENCE OR WILLFUL
MISCONDUCT.
VI. Schedule 1 (Dark Fiber Supplement) is hereby attached to this and incorporated into the Agreement.
VII. Schedule 2 (Order Form) is hereby attached to this and incorporated into the Agreement.
28 Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF 3 PROPRIETARY AND CONFIDENTIAL
SCHEDULE 1 TO EXHIBIT B (SPECIAL REQUIREMENTS)
DARK FIBER SUPPLEMENT
This Dark Fiber Supplement by and between CROWN CASTLE FIBER LLC Crown Castle the City of Carson Licensee and is hereby incorporated into and made a part of the Telecommunications License Agreement between the Parties Agreement . Unless otherwise defined herein, capitalized terms in this Supplement shall have the meanings given in the Agreement. Section and subsection headings contained in this Supplement are inserted for convenienc e of reference only, shall not be deemed to be a part of this Supplement for any purpose, and shall not in any way define or affec t the meaning, construction or scope of any of the provisions hereof.
1. General Provisions
A. Acceptance Date. Acceptance Date Product shall be the earliest of (a) the date on which Licensee delivers written notice of acceptance, (b) the date on which Licensee begins to use the Service, other than for testing purposes, or (c) the second (2nd) business day following Crown Castle Service (such Connection Notice Licensee notifies Crown Castle in writing within said two-day period of a Defect in the Service Defect Service fails to perform materially in accordance with its technical specifications as set forth in the applicable Supp Specifications of a Defect, Crown Castle and Licensee shall work cooperatively to promptly remedy such Defect, and Crown Castle shall deliver another Connection Notice, whereupon the process described in the first sentence of this Section shall apply again. If the Acceptance Date is delayed as a result of any failure, act or omission of Licensee, Crown Castle will give Licensee written notice to cure such failure within five (5) calendar days. If Licensee fails to cure within such period, the Acceptance Date will be deemed to be the end of such five (5) calendar-day period.
B. Taxes and Fees. All charges set forth in an Order Form(s) are exclusive of, and Licensee shall be responsible for and agrees to pay, any and all applicable international, federal, state and local use, excise, sales, value added, consumption, gross receipts, access, franchise and other taxes, fees, assessments, duties and surcharges (including, without limitation, a ny universal service fund surcharge) levied or imposed upon Crown Castle or Licensee in connection with the provision, sale or use of the Product or facility furnished to Licensee and which Crown Castle is required or permitted to collect from Licensee Taxes shall not be responsible for, and Taxes will not include, taxes on Crown Castle net income. If Licensee believes it is exempt from Taxes, Licensee shall provide Crown Castle with a valid and duly executed exemption certificate and any other information with respect to such exemption as Crown Castle may require; such certificate will be honored from the date that Crown Castle receives such certificate and additional information from Licensee. If any such exemption is ruled invalid by the tax or governmental authority for any reason, Licensee shall reimbur se Crown Castle for any Taxes, including without limitation any penalties and interest, arising from or in connection with such invalid claim of exemption.
C. CROWN CASTLE EQUIPMENT AND NETWORK; LICENSEE EQUIPMENT. (I) Crown Castle Equipment; Crown Castle Network. The telecommunications devices, apparatus and associated equipment owned, leased, or otherwise obtained by Crown Castle to provide Products Crown Castle Equipment and Crown Castle Products, whether owned,
leased or otherwise obtained by Crown Castle Crown Castle Network ll remain the sole and exclusive property of Crown Castle notwithstanding that it may be or become attached or affixed to real property, and nothing contained herein or in any Order Form grants or conveys to Licensee any right, title or interest in any Crown Castle Equipment or the Crown Castle Network.
Licensee may not, and may not permit others to, alter, adjust, encumber, tamper, repair, rearrange, change, remove, relocate, or damage any Crown Castle Equipment or the Crown Castle Network without the prior written consent of Crown Castle. Licensee may not cause any liens to be placed on any Crown Castle Equipment or the Crown Castle Network, and will cause any such liens to be removed within ten (10) days of
damage to the Crown Castle Equipment
or end users. Nothing herein shall prevent Crown Castle from using the Crown Castle Network and Crown Castle Equipment to provide products to other customers.
(II) Extension of Network. To the extent an Order Form requires Crown Castle to complete construction, extend the Crown Castle Network and/or obtain additional Underlying Rights, Licensee shall use commercially reasonable efforts to assist Crown Castle in obtai ning such Underlying Rights as necessary to provide the Product. Crown Castle may, without liability to either Party, terminate a Product prior to delivery, if Crown Castle encounters unexpected construc tion costs, or unavailability of or excess costs for Underlying Rights, that make the construction economically or legally unfeasible.
Following the Acceptance Date of the Product, in the event that Crown Castle is unable to maintain any necessary Underlying Rights without incurring additional costs, unless Licensee bears the costs of obtaining such Underlying Rights, Crown Castle may cancel the applicable Order Form and shall incur no liability to Licensee hereunder. Without limiting the foregoing, Crown Castle shall not be deemed to be in breach of this Agreement for its failure to meet any anticipated Product installation or delivery date if Licensee
hereof. Licensee shall be liable to Crown Castle for any loss or 29 Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF 4 PROPRIETARY AND CONFIDENTIAL
such failure is caused, in whole or in part, by (i) a Force Majeure Event, (ii) failure to obtain, or delay in obtaining, any required Underlying Rights, (iii) construction delays, or (iv) any other circumstances beyond the control of Crown Castle. Underlying Rights s any and all agreements, licenses, conduit use agreements, pole attachment agreements, leases, easements, rights-of- way, franchises, permits, governmental and regulatory approvals and authorizations, and other rights, consents, and approvals that are necessary to construct, install, maintain, operate, and repair the Crown Castle Network and/or for Crown Castle to provid e a Product other than building access rights described in Section 7.1. Without limiting the foregoing, Underlying Rights include agreements for Off-Net Products that are necessary for Crown Castle to provide a Product. Off-Net Products products provided by a third- On-Net Products
controlled by Crown Castle.
(III) Licensee Equipment. Licensee shall, at its own expense, procure any equipment necessary to implement or receive each Product Licensee Equipment Crown Castle will have no obligation to install, maintain, or repa ir Licensee Equipment. Promptly upon notice from Crown Castle, Licensee shall eliminate any hazard, interference or Product obstruction that any such Licensee Equipment is causing or may cause as reasonably determined by Crown Castle.
D. MAINTENANCE.
(I) Scheduled Maintenance. Crown Castle will endeavor to conduct (or cause to be conducted) scheduled maintenance that is reasonably expected to interrupt the Product between 12:00 midnight and 6:00 a.m. local time or , upon Licensee mutually agreed to by Licensee and Crown Castle. Crown Castle will use commercially reasonable efforts to notify Licensee of scheduled maintenance that is reasonably expected to interrupt the Product via telephone or e-mail, no less than five (5) days prior to commencement of such maintenance activities. Licensee shall provide a list of Licensee contacts for maintenance and escalation purposes, which may be included on the Order Forms, and Licensee shall provide updated lists to Crown Castle, as necessary.
(II) Emergency Maintenance. Crown Castle may perform emergency maintenance in its reasonable discretion, with or without prior notice to Licensee, to preserve the overall integrity of the Crown Castle Network. Crown Castle will notify Licensee as soon as reasonably pract icable of any such emergency maintenance activity that materially and adversely impacts a Product.
(III) Product Issues. Licensee may notify Crown Castle NOC Product problems by telephone 888-LT-FIBER, or at the contacts listed in Crown Castle Customer Support Information provided to Licensee, which may be updated by Crown Castle from time to time. If Crown Castle dispatches a field technician to Licensee or an end-user location and the problem is caused by (i) the Licensee Equipment or any end - or (ii) any acts or omissions of Licensee or its end user, or of any of its or their invitees, licensees, customers or contractors, Licensee will pay Crown Castle for any and all associated time and materials at Crown Castle's then-standard rates.
E. IMPLEMENTATION REQUIREMENTS.
(I) Access to Premises. Unless otherwise provided for in the applicable Order Form, Licensee, at its own expense, shall secure throughout the Product Term any easements, leases, licenses or other agreements necessary to allow Crown Castle to use pathways into and in each building - to the Demarcation Point. Such access rights shall grant to Crown Castle the right to access such premises to the extent reasonably requested by Crown Castle to install, maintain, repair, replace and remove any and all equipment, cables or other devices Crown Castle deems reasonably necessary to provide the Product. Upon expiration or termination of the applicable Product Term, Licensee shall grant Crown Castle access to its premises as necessary to enable Crown Castle to remove the Crown Castle Equipment. Crown Castle, its employees, contractors and agents shall have access to any Crown Castle Equipment or facilities at a Licensee or end user premises. Notwithstanding anything to the contrary herein, Crown Castle shall have no liability for any delay or failure in its performance to the extent caused by any delay or failure of Licensee (including, but not limited to, the failure to provide C rown Castle prompt access) and/or caused by any notice or access restricti ons or requirements. Demarcation Point network interface point where Crown Castle hands off the Product to Licensee. The Demarcation Point delineates where Licensee is
responsible, at its sole cost and expense, for connecting to the Demarcation Point. (II) Space and Power. Licensee shall
locations and at end user locations where a Product is provided or licensed, at adequate space, AC power and HVAC for Crown Castle Equipment.
(III) Property Owner Not Liable. Neither Licensee nor any of Licensee -users shall have any recourse against any property owner or property manager of any premises to which any Product is delivered and/or at which Crown Castle Network or Equipment is located, as a result of or in reliance upon this Agreement. Without limiting the foregoing, this 30 Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF 5 PROPRIETARY AND CONFIDENTIAL
provision shall not be construed to impose any liability on Crown Castle, nor shall Crown Castle have any liability, for or on behalf of such property owner or property manager.
2. ADDITIONAL TERMS
The following additional terms and conditions shall apply to the provision of licensed dark fiber.
Cable means fiber optic cable with fiber optic filaments contained in any suitable jacketing or sheath that is already in place, or is yet to be installed, and to which Crown Castle has or will have access by ownership, lease, right to use, or otherwise.
Dark Fiber Fibers means one or more specified strands of dedicated optical fiber within a Cable without optronics or electricity, subject to the terms of the Agreement.
Licensee Fibers Product he Fibers that are licensed to Licensee under an Order Form.
Location is an address wherein Crown Castle will hand off Licensee Fibers to Licensee.
Product Credit Licensee may be eligible to receive pursuant to Section 7 below.
Product Outage loss of continuity or other material degradation of the Licensee Fibers such that Licensee is unable to utilize the Licensee Fibers for transmission of optical signals.
Route means the geographic path along which the Cable and Licensee Fibers are located.
Route Segment means a portion of the Route between any two Locations.
3. SPECIFICATIONS
3.1 Specifications. The Specifications applicable to the Licensee Fibers are set forth in the attached Schedule A, incorporated herein by reference.
4. USE OF AND ACCESS TO LICENSEE FIBERS; RELOCATION
4.1 License. Subject to the terms and conditions set forth in the Agreement and this Supplement, Crown Castle and Licensee may from time to time execute one or more Order Forms pursuant to which Crown Castle grants to Licensee a license to use Licensee Fibers designated on the Order Form. Each Order Form will specify the number, identity, type, and route of the Licensee Fibers, and the permitted Locations where Licensee may access the Licensee Fibers. Crown Castle may not be the owner of the Licensee Fibers but may instead lease, license, or acquire a right to use such Licensee Fibers from a third party together with the right to sub-lease Licensee Fibers to Crown Castle Licensees.
4.2 Limitations on Rights and Obligations. In addition to, and not in limitation of, any limitations set forth in the Agreement, the Parties agree that:
4.2.1 Use by Licensee. Licensee shall have no right or interest in the Licensee Fibers other than a license to use the Licensee Fibers. A license of Licensee Fibers does not convey any ownership interest in the Licensee Fibers or the Cable.
Licensee is solely responsible for all optical and other equipment required to enable Licensee to utilize the Licensee Fibers for optical communications.
4.2.2 Use by Crown Castle. Nothing herein shall be construed as limiting or restricting Crown Castle or its Affiliates in any manner from using its or their own Cables, fibers, or any other facilities, easements and/or rights of way for the installation of additional fiber optic cables, for use as telecommunications facilities, or for any other purpose.
4.2.3 Subordination. Licensee understands and agrees that Crown Castle Licensee the license to use the Licensee Fibers pursuant to this Agreement, and to attach, install, construct, operate, and maintain the Crown Castle Network and the Licensee Fibers, is at all times subject and subordinate to, and limited by, the Underlying Rights, applicable laws, rules, ordinances, codes, and regulations. By virtue of the Agreement, Licensee shall only have a license to use the Licensee Fibers or related facilities, expressly granted herein, and in no event shall such license be construed to be greater than the Underlying Rights to use such Licensee Fibers. Crown Castle shall not be liable for any acts or omissions by Crown Castle, its employees or affiliates that interfere with or otherwise a ffect Licensee Licensee Fibers to the extent such acts or omissions are required by the Underlying Rights, including, without limitation acts or omissions that deny the use of, alter or remove the Cable. 31 Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF 6 PROPRIETARY AND CONFIDENTIAL
4.2.4 Sublicensing. Licensee shall not assign, sell, transfer, lease, sublease, license, sub-license, or otherwise grant a right to use the Licensee Fibers to any third party without the prior written consent of Crown Castle.
4.2.5. Access to Licensee Fibers. Licensee may access the Licensee fibers only at the Demarcation Points specified in the applicable Order Form. Licensee may not access or take any action that impacts the Licensee Fibers or the Cable at any other locations.
4.3 Relocation.
4.3.1 Relocation Required By Crown Castle. In the event that Crown Castle is required by any underlying service provider, public authorities, or lawful order or decree of a regulatory agency or court or any other reason beyond Crown Castle control, to relocate or modify any or all Cable on the Route upon which the Licensee Fibers are located, Crown Castle alone shall bear the costs for any such work. Crown Castle shall not be responsible for the costs of, nor shall it be liable for, the removal, relocation or replacement of any Licensee Equipment or other Licensee property on the on Point.
If the relocation or replacement of the Cable is requested or caused by a third party, Crown Castle shall attempt to obtain reimbursement of Crown Castle Licensee will be provided as soon as reasonably practicable.
Neither Crown Castle nor any of its affiliates or agents shall incur liability for any Product Outage, disruption, degradatio n, interference, or interruption of any Product in connectio n with any such removal or relocation. Crown Castle and Licensee shall cooperate in performing such relocation or modifications so as to minimize any interference with the use of the Licensee Fibe rs and the Cable and to avoid conflicting physically or othe rwise interfering with joint users of the Cable or any other property impacted by the installation, construction, maintenance or use of the Cable, to the extent reasonably possible. Any such relocation shall be accomplished consistently with the Specifications.
4.3.2 Relocation Requested By Licensee. Licensee may request relocation of the Licensee Fibers. Any such relocation shall be subject to Crown Castle , the execution of an Order Form, and Licensee Crown Castle of such additional charges as Crown Castle may require. No relocation or replacement of the Cable or related facilities shall be performed without the prior written agreement of sole discretion.
5. TERMINATION AND CONDEMNATION
5.1 Termination of Route Segment. In addition to, and not in limitation of, any rights set forth in the Agreement, any Route Segment may be terminated by Crown Castle without liability (unless due to a default by Crown Castle under any applicable Underlying Rights agreement), upon reasonable notice to Licensee, to the extent Crown Castle is no longer authorized under the Underlying Rights to install, construct, maintain, operate, or convey the license to use the Cable or other property as contemplated by the Agreement. If a Route Segment is terminated pursuant to this Section, Crown Castle shall make reasonable efforts to find alternate capacity or facilities owned or controlled by Crown Castle to meet Licensee Crown Castle be obligated to contract for or to construct new facilities, or otherwise incur any additional cost or e xpenses, to replace the Cable or Licensee Fibers on the Route Segments terminated under this Section 5.1. If Crown Castle is unable to fi nd alternate capacity or facilities owned or controlled by Crown Castle to meet Licensee , fees to be paid by Licensee shall be appropriately reduced on a prorated basis.
5.2 Condemnation Proceedings/Termination Rights. If at any time during the Product Term, all or any significant portion of the Cable is taken for any public or quasi-public purpose by any lawful power or authority by the exercise of the right of d
pursuant to Section 4.3 herein, either Party may elect to terminate the impacted Licensee Fibers upon giving the other thirty (30) days prior written notice. If Licensee Fibers are terminated in accordance with this Section, the applicable license shall be deemed canceled and neither Party shall have any further obligations to the other, except that both Parties shall be entitled to participate in any condemnation proceedings to seek to obtain compensation via separate awards for the economic value of their respective interest in the Cable.
6. FEES
Licensee shall pay the fees set forth in Order Forms executed hereunder. On January 1 of each year, the MRCs shall be escalated by three percent (3%). In addition, in the event that amounts charged to Crown Castle under any Underlying Rights are increased or Crown Castle eased due to any Underlying Rights, Crown Castle shall have the right to charge Licensee for its pro rata share of such increases, which shall be added to the MRCs to be paid by Licensee for the applicable Product Term.
32 Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF 7 PROPRIETARY AND CONFIDENTIAL
7. SERVICE LEVEL AGREEMENT
7.1 MTTR Objectives.
7.1.1 Mean Time to Respond. Mean Time to Respond is the average time required for Crown Castle to begin troubleshooting a reported failure. The Mean Time to Respond objective is two (2) hours from Crown Castle of notice of such failure.
7.1.2 Mean Time to Repair. Mean Time to Repair is the average time required to restore the Licensee Fibers to an operational condition as defined herein. The Mean Time to Repair objective is eight (8) hours from Crown Castle receipt of notice of such failure.
7.2 Product Outage. Subject to this Section 7, in the event of a Product Outage, Licensee may be entitled to a Product Credit as provided in Section 7.3 below. A Product Outage shall be deemed to begin upon the earlier of Crown Castle knowledge of the Product Outage or Crown Castle Licensee of the Product Outage, and end when the Licensee Fibers are operational and in material conformance with the applicable Specifications. Notwithstanding anything to the contrary in this Supplement, in the Agreement or in any Order Form, in no event shall a Product Outage or failure to meet any objectives or parameters under this Supplement be deemed to be or constitute a breach by Crown Castle of this Supplement, the Agreement or any Order Form.
7.3 Service Level Objective. If Crown Castle fails to repair a Product Outage within eight (8) hours of notice from Licensee of such Product Outage Repair Window Licensee may be entitled to a Product Credit as follows:
Measurement Timeframe Product Credit for Affected Product Per Incident 1/30th of the MRC of the affected Product for each consecutive twelve (12) hour period (or fraction thereof) after the Repair Window up to a maximum of 50% of the MRC
7.4 Product Credits. The number of minutes of separate and discrete Product Outages will not be cumulated to determine the applicable Product Credit. Product Credits hereunder may not be applied to usage charges, government fees, taxes, or surcharges, or any third party charges passed through to Licensee by Crown Castle. Product Credits issued to Licensee hereunder shall be Licensee and exclusive remedy at law or in equity on account of any Product Outage. Product Credits will not be issued to Licensee if Licensee Crown Castle is in arrears. Notwithstanding anything to the contrary herein, the above-stated Product Credits shall not apply to Off-Net Products, and in the event of a Product Outage or other failure of any Off- Net Product provided by Crown Castle to Licensee, Crown Castle agrees to pass through a credit equal to the credit received b y Crown Castle from its underlying provider(s) for such Product Outage, in lieu of the above -stated Product Credits. In no event shall Crown Castle Product Outages and/or failure to meet any objectives or parameters set forth in this Supplement in any month exceed a credit equal to fifty percent (50%) of the MRC for the affected Product for such month.
7.5 Product Credit Request. Licensee must submit a written request to claim a Product Credit no later than thirty (30) days right to request the Product Credit. Failure to request a credit within such period shall constitute a waiver of any claim for an Product Credit.
7.6 Events Excepted From Product Credit. Notwithstanding the foregoing, Licensee shall not receive any Product Credit for any Product Outage, failure to meet any objectives or parameters hereunder, or delay in performing repairs, arising from or caused, in whole or in part, by any of the following events:
a. Licensee acts or omissions;
b. Failure on the part of Licensee Equipment, Licensee provided optical fiber, end user equipment or Licensee c. Failure of electrical power not provided by Crown Castle; d. Election by Licensee, after requested by Crown Castle, not to release the Licensee Fibers for testing and repair; e. Crown Castle a Product, including lack of access due to utility safety restrictions;
f. Scheduled maintenance periods;
g. Scheduled upgrade of Product at the request of Licensee; h. Force Majeure Event; or
i. Disconnection or suspension of the Product by Crown Castle pursuant to a right provided under this Agreement. 33 Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF B-1 01007.0001/644685.1
Schedule A
1.1 Fiber Specifications
1. Type and Constitution. Single-mode Fibers are made of high grade doped silica core surrounded by a silica cladding; and coated with a dual layer, UV-cured acrylic-based coating.
Properties
Units
Single Mode
Single Mode
Enhanced
MetroCor
NZDSF
Glass Geometry
Mode Field Diameter at 1310 nm (µm) 9.2 ± 0.4 9.2 ± 0.4 N/A N/A Mode Field Diameter at 1550 nm (µm) 10.4 ± 0.8 10.4 ± 0.8 8.1 ± 0.5 9.2 ± 0.8
Fiber Attenuation
Maximum value at 1310 nm (dB/km) 0.4 0.4 0.5 N/A
Maximum value at 1550 nm (dB/km) 0.3 0.3 0.3 0.3
2. Fiber Optic Specification
(a) Bi- Splice Value eptional cases, a Splice Value may be accepted if its value is higher than 0.20 dB at 1550 nm. An exception case is, for instance, when three (3) re-trials of a splice cannot improve the Splice Value. The Splice Value will be given by the equation:
(Splice attenuation from A to B) + (Splice attenuation from B to A) 2 (b) Splice Attenuation Average nuation
Average is given by:
Number of splices in the Route Segment
(c) It is recognized by the Parties that due to the use of ribbon fiber optic cable on some of the segments, the Splice Value of individual splices may exceed 0.20 dB. However, the Splice Attenuation Average for any Route Segment as designated in (b) above shall supersede all other splicing requirements.
3. Connectors
(a) Maximum Unitary ODF/S Connector (1 connector + 1 adapter + 1 connector) (b) Maximum Connector/pigtail loss. The attenuation contribution of each pigtail with associated connector is considered to be 1.0 dB, comprised of 0.8 dB connector loss and 0.20 dB splice loss (pigtail to cable splice).
4. Fiber Optic Test Parameters
I. Standard Fiber Optic Testing:
(a) Bi-directional OTDR
(i) Span traces will be captured at 1310nm and 1550nm. Traces will be provided in native format and / or PDF.
(b) Bi-Directional Power Meter.
(i) Bi-Directional power meter results will be furnished with light source data at 1550nm. Data will be supplied in a excel format with all locations clearly identified including demarcation details.
II. Additional Fiber Optic Testing (for an additional charge):
(a) Optical Return Loss/Reflectance
34 Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF B-2 01007.0001/644685.1
(i) The ORL value measures the total light reflected back to the transmitter caused by the system components of the fiber under test and can degrade the performance by affecting the stability of the laser; this in turn can create bit errors.
(ii) Specifications ORL
Vendor and Telcordia specifications regarding Optical Return Loss are as follows:
Parameter Required Threshold
Optical Return Loss >30 dB
(b) Polarization Mode Dispersion.
(i) PMD is caused by different polarizations of the light pulse traveling along the fiber at slightly different speeds due to imperfections of size and material properties along the length of the fiber.
This causes the light pulses or waveforms to spread out or broaden causing possible bit error rate of the transmission signal. The higher the band width, the shorter the pulse and the increase of importance of testing prior network turn up.
(ii) Polarization-Mode Dispersion Measurement for Single -Mode Optical Fibers by Interferometry Method.
(iii) PMD coefficient of the tested fiber should not exceed <0.2 ps/km1/2.
(c) Chromatic Dispersion
(i) Chromatic Dispersion is the broadening or spreading of a pulse of light due to the nonzero spectral width of a transmission signal. The effects of chromatic dispersion can limit the network transmission rate or the length of fiber a signal can be transmitted before requiring re-generation. (ii) Specifications Chromatic Dispersion
(iii) Record the total Chromatic dispersion for the tested span, the value per kilometer should be within the range specified below.
Type Dispersion @ 1550nm
SMF (ITU-T
6.652.D)
ps/(nm*km)
ELEAF (ITU-T
G.655)
4 ps/(nm*km)
TrueWave RS (ITU-
T G.655)
4.5 ps/(nm*km)
TrueWave Classic
(early G.655)
2 ps/(nm*km)
DSF (ITU-T G.653) 0 ps/(nm*km)
SMF-LS -1 ps/(nm*km)
Note 1: DSF not recommended for DWDM
35 Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF B-3 01007.0001/644685.1
SCHEDULE 2 TO EXHIBIT B (SPECIAL REQUIREMENTS)
ORDER FORM
36 Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF B-4 01007.0001/644685.1
37 Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF C-1 01007.0001/644685.1
SCHEDULE OF COMPENSATION
I. Consultant shall be compensated in accordance with the following, which will include any and all expenses:
SERVICES MONTHLY
RATE
SUB-BUDGET
A: One-Time Implementation
Services: Dark Fiber Testing.
(Implementation)
$0.00 $0.00
B: Provide the City with Dark Fiber
Services throughout the entire
Contract Term
$8,850.00 $1,062,000.00
Established rates for variable items shall be at rates set forth below for the duration of Contract Term.
DARK FIBER SERVICE(S):
Dark Fiber
Route
Location A
Location Z
Monthly Recurring Cost (USD)
Dark Fiber
Route#1:
Single Mode
2-count
Fiber (pair)
Carson, CA
to Los
Angeles, CA
Data Center
(On-Net)
Carson, CA
City-owned
Data Center
Los Angeles, CA
Colocation
Facility
(Consultant
On-Net
Colocation)
$2,950.00
Dark Fiber
Redundant
Route#2:
Single Mode
2-count
Fiber (pair)
Carson, CA
to Irvine, CA
Data Center
(On-Net)
Carson, CA
City-owned
Data Center
Irvine, CA
Colocation
Facility
(Consultant
On-Net
Colocation)
$2,950.00
38 Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF C-2 01007.0001/644685.1
Dark Fiber
Redundant
Route#3:
Single Mode
2-count
Fiber (pair)
Irvine, CA to
Los Angeles,
CA Data
Center (On-
Net)
Irvine, CA City-
owned Data
Center
(Consultant
On-Net
Colocation)
Los Angeles, CA
Colocation
Facility
(Consultant
On-Net
Colocation)
$2,950.00
II. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task sub -budget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8.
III. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include:
A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with supporting documentation.
D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services.
IV. The total compensation for the Services shall not exceed $1,062,000 as provided in Section 2.1 of this Agreement.
39 Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF D-1 01007.0001/644685.1
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services timely in accordance with the following schedule:
Service Start Date Deadline Date Time to Perform
A: One-Time
Implementation
Services: Dark
Fiber Testing.
(Implementation)
No Later than
(120) Days after
Contract
Execution
10/31/24 120 Days
B: Provide the City
with Dark Fiber
Services
throughout the
entire Contract
Term
11/1/24 or
whenever
implementation is
completed,
whichever is
earlier
N/A 10 Years
II. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2.
40 Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A :
NAIC #
NAME:
CONTACT
(A/C, No):
FAX
E-MAIL
ADDRESS:
PRODUCER
(A/C, No, Ext):
PHONE
INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)
COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOSAUTOS ONLY
NON-OWNED
SCHEDULEDOWNED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-
STATUTE
PER
LIMITS(MM/DD/YYYY)
POLICY EXP
(MM/DD/YYYY)
POLICY EFF
POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR
CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE
DAMAGE TO RENTED
$PREMISES (Ea occurrence)
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY PRO-
JECT LOC
CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2016 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED
AUTOS ONLY
Willis Towers Watson Northeast, Inc.
c/o 26 Century Blvd
P.O. Box 305191
Nashville, TN 372305191 USA
Crown Castle Inc.
See Attached Named Insured List
8020 Katy Freeway
Houston, TX 77024
This Voids and Replaces Previously Issued Certificate Dated 03/28/2024 WITH ID: W33057478.
RE: TELECOMMUNICATIONS LICENSE AGREEMENT
General Liability Deductible: $1,000,000 per occurrence
SEE ATTACHED
City of Carson
701 East Carson Street
Carson, CA 90745
07/25/2024
[email protected]
Continental Casualty Company
20443
Berkshire Hathaway Specialty Insurance Com
Continental Insurance Company
22276
35289
HDI Global Specialty SE
B0783
Great American Insurance Company
16691
W34349062
A
2,000,000
1,000,000
10,000
2,000,000
4,000,000
4,000,000
Y
Y
7018331477
04/01/2024
04/01/2025
Deductible:
See Attached
A
2,000,000
04/01/2025
04/01/2024
Deductible:
Y
Y
BUA 7018331432
See Attached
B
5,000,000
25,000
47-UMO-303445-10
04/01/2024
04/01/2025
5,000,000
WC7018331446
C
Y
1,000,000
No
04/01/2024
04/01/2025
1,000,000
1,000,000
D
Architects & Engineers
Professional Liability
Each Claim:
FRL-H-P-PL-00002323-01
11/30/2023
11/30/2024
Policy Aggregate:
3554811
26220896
SR ID:
BATCH:
$1,000,000
$1,000,000
Crown Castle Inc.
INSURANCE APPROVED
RG
7/25/2024
Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF ACORD 101 (2008/01)
The ACORD name and logo are registered marks of ACORD
© 2008 ACORD CORPORATION. All rights reserved.
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:
FORM TITLE:
ADDITIONAL REMARKS
ADDITIONAL REMARKS SCHEDULE
Page of
AGENCY CUSTOMER ID: LOC #:
AGENCY
CARRIER
NAIC CODE
POLICY NUMBER
NAMED INSURED
EFFECTIVE DATE:
Crown Castle Inc.
See Attached Named Insured List
8020 Katy Freeway
Houston, TX 77024
Automobile Liability Deductible: $250,000 each accident Workers Compensation Deductible: $250,000 each accident City of Carson, its elected and appointed officers, employees, volunteers and agents are included as Additional Insureds under the General Liability as their interest may appear and as required by written agreement and only with respect to the liability arising out of the operations performed by or on behalf of the Named Insured.
City of Carson, its elected and appointed officers, employees, volunteers and agents are included as Additional Insureds as their interest may appear with respect to the Automobile Liability for liability arising out of the operations or work performed by the named insured, if required by written agreement.
It is further agreed that such insurance as is afforded shall be Primary and Non-Contributory with any other insurance in force for or which may be purchased by Additional Insureds if agreed in written contract.
General Liability, Auto Liability, and Workers Compensation include a Waiver of Subrogation in favor of the Additional Insureds when agreed in written contract prior to the loss, but always subject to the policy terms, conditions and exclusions as permitted by law.
A&E Professional: SIR - $500,000
INSURER AFFORDING COVERAGE: Great American Insurance Company NAIC#: 16691 POLICY NUMBER: PRE 1849572 04 EFF DATE: 11/01/2021 EXP DATE: 11/01/2026 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT:
Contractors Pollution Liability Each Condition: $1,000,000 Aggregate: $1,000,000 Policy Aggregate: $1,000,000 2 2
Willis Towers Watson Northeast, Inc.
See Page 1
See Page 1
See Page 1
See Page 1
25 Certificate of Liability Insurance
W34349062
CERT:
3554811
BATCH:
26220896
SR ID:
Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF Crown
Castle
Inc.
Edition
Date:
12/20/2023
1 Named
Insured
Named
Insured
(cont.)
AirComm
of
Avon,
LLC
Crown
Castle
Puerto
Rico
Corp.
Assurable
Insurance
LLC
Crown
Castle
Solutions
LLC
Atlantic
Coast
Communications
LLC
Crown
Castle
South
LLC
CC
Edge
LLC
Crown
Castle
Towers
05 LLC
CC
Holdings
GS
V
LLC
Crown
Castle
Towers
06 -
2 LLC
CC
Site
Acquisitions
II
LLC
Crown
Castle
Towers
09 LLC
CC
Strategic
Investment
Corp.
Crown
Castle
Towers
LLC
CC
TM
PA
LLC
Crown
Castle
USA
Inc.
CC
Towers
Guarantor
LLC
Crown
Communication
LLC
CC
Towers
Holding
LLC
Crown
Communication
New
York,
Inc.
CCATT
Holdings
LLC
Fibertech
Facilities
Corp.
CCATT
LLC
Global
Signal
Acquisitions
II
LLC
CCATT
PR
LLC
Global
Signal
Acquisitions
III
LLC
CCGS
Holdings
Corp.
Global
Signal
Acquisitions
IV
LLC
CCPR
VI Tower Newco
LLC
Global
Signal
Acquisitions
LLC
CCS
& E
LLC
Global
Signal
GP
LLC
CCTM
Holdings
LLC
Global
Signal
Holdings
III
LLC
CCTM1
LLC
Global
Signal
Operating
Partnership,
LP
CCTM2
LLC
GoldenState
Towers
LLC
CCTMO
LLC
GS
Savings
Inc.
CCVX LLC
GSPN
Intangibles
LLC
ComSite
Venture,
Inc.
High
Point
Management
Co.
LLC
Coverage
Plus
Antennas
Systems
LLC
ICB
Towers
LLC
Crown
Atlantic
Company
LLC
Interstate
Tower
Communications
LLC
Crown
Castle
AS
LLC
Intracoastal
City
Towers
LLC
Crown
Castle
Atlantic
LLC
Light
Tower
Clearinghouse
LLC
Crown
Castle
CA
Corp.
Md7
Capitol
One,
LLC
Crown
Castle
Fiber
Enterprise
LLC
MW
Cell Reit
1 LLC
Crown
Castle
Fiber
Holdings
Corp.
MW
Cell TRS
1 LLC
Crown
Castle
Fiber
LLC
OP
LLC
Crown
Castle
GS
III
Corp.
OP
2 LLC
Crown
Castle
GT
Company
LLC
Pinnacle
Towers
Acquisition
Holdings
LLC
Crown
Castle
GT
Corp.
Pinnacle
Towers
Acquisition
LLC
Crown
Castle
GT
Holding
Sub
LLC
Pinnacle
Towers
Asset
Holding
LLC
Crown
Castle
Inc.
f/k/a
Crown
Castle
International
Corp.
Pinnacle
Towers
Canada
Inc.
Crown
Castle
LLC
Pinnacle
Towers
III
LLC
Crown
Castle
Investment
Corp.
Pinnacle
Towers
Limited
Crown
Castle
Investment
II
Corp.
Pinnacle
Towers
LLC
Crown
Castle
MU
LLC
Pinnacle
Towers
V
Inc.
Crown
Castle
MUPA
LLC
PR
Site
Development
Corporation
Crown
Castle
NG
East
LLC
Radio
Station
WGLD
LLC
Crown
Castle
Operating
Company
Shaffer
&
Associates,
Inc.
Crown
Castle
Operating
LLC
Sidera
Networks
UK
Limited
(UK)
Crown
Castle
Orlando
Corp.
Sierra
Towers,
Inc.
Crown
Castle
PR
LLC
Tower
Development
Corporation
Crown
Castle
PR
Holdings
LLC
Tower
Systems
LLC
Crown
Castle
PR
Solutions
LLC
Tower
Technology
Company
of
Jacksonville
LLC
Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF Crown
Castle
Inc.
Edition
Date:
12/20/2023
2 Named
Insured
Named
Insured
(cont.)
Tower
Ventures
III
LLC
Fiber
Technologies
Networks,
L.L.C.
(NY)
TowerOne
Partners,
LLC
Fibernet
Direct
Florida
LLC
TriStar
Investors
LLC
Fibernet
Direct
Holdings
LLC
TVHT
LLC
Fibernet
Direct
TEL
LLC
WCP
Wireless
Lease
Subsidiary,
LLC
Fibernet
Direct
Texas
LLC
WCP
Wireless
Site
Funding
LLC
Fibertech
Holdings
Corp.
WCP
Wireless
Site
Holdco
LLC
Fibertech
Networks,
LLC
WCP
Wireless
Site
Non
-
RE
Funding
LLC
Freedom
Telecommunications,
LLC
WCP
Wireless
Site
Non
-
RE
Holdco
LLC
Global
Signal
Services
LLC
WCP
Wireless
Site
RE
Funding
LLC
InfraSource
FI,
LLC
WCP
Wireless
Site
RE
Holdco
LLC
InSITE
Fiber
of
Virginia
LLC
Merged
Entities
to
Crown
Castle
Fiber
LLC
InSITE
Solutions
LLC
24/7
Chesapeake
Holdings,
LLC
IX2 Center,
LLC
24/7
Mid
-
Atlantic
Network
of
Virginia,
LLC
IX2 Wilshire,
LLC
24/7
Mid
-
Atlantic
Network,
LLC
JBCM Towers
LLC
Access
Fiber
Group
Holdings
LLC
Light
Tower
Fiber
New
York,
Inc.
(NY)
Access
Fiber
Group,
Inc.
Light
Tower
Holdings
LLC
CA
-
CLEC
LLC
Light
Tower
Management,
Inc.
CC
Castle
International
LLC
Light
Tower
Metro
Fiber
LLC
CC
Edge
Solutions
LLC
Lightower
Fiber
Infrastructure
Corp.
CC
Finance
LLC
Lightower
Fiber
Networks
I,
LLC
CC
FN
Holdings
LLC
Lightower
Fiber
Networks
II,
LLC
n/k/a
Crown
Castle Fiber
LLC
CC
Sunesys
Fiber
Networks
LLC
LL Q1
-
18,
LLC
CC
TS
LLC
LTS
Buyer
LLC
CCPE
Acquisitions
LLC
LTS
Group
Holdings
LLC
n/k/a
Crown
Castle
Fiber
Holdings
Corp
CCT2
Holdings
LLC
LTS
Intermediate
Holdings
A
LLC
Chesapeake
Fiber,
LLC
LTS
Intermediate
Holdings
B
LLC
Coastal
Antennas
LLC
LTS
Intermediate
Holdings
C
LLC
Cross
Connect
Solutions,
Inc.
(PA)
Mobile
Media
California
LLC
Crown
Castle
Atlantic
LLC
Mobile
Media
National
LLC
Crown
Castle
Augusta
LLC
Modeo
LLC
Crown
Castle BP
ATT
LLC
NEON
Transcom,
Inc.
Crown
Castle
International
Corp.
de
Puerto
Rico
NewPath
Networks
Holding
LLC
Crown
Castle
MM
Holding
Corp.
NewPath
Networks
LLC
Crown
Castle
MM
Holding
LLC
NY
-
CLEC
LLC
Crown
Castle
NG
Atlantic
LLC
P3
CHB
-
1,
LLC
Crown
Castle NG
Central
LLC
P3
Holdings
2014
LLC
Crown
Castle
NG
Networks
LLC
P3
OASA
-
1,
LLC
Crown
Castle
NG West
LLC
P3 PBA
-
1,
LLC
Crown
Castle PT
Inc.
PA
-
CLEC
LLC
Crown
Castle Services
LLC
Pinnacle
San
Antonio
L.L.C.
Crown
Castle TDC
LLC
Pinnacle
St.
Louis
LLC
Crown
Castle TLA
LLC
PR
TDC
Corporation
Crown
Mobile
Systems,
Inc.
Princeton
Ancillary
Services
II
LLC
DAS
Development
Corporation
Princeton
Ancillary
Services
III
LLC
RGP Tower Group, LLC
Sidera Networks, Inc.
Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF Crown
Castle
Inc.
Edition
Date:
12/20/2023
3 Named
Insured
Named
Insured
(cont.)
Sunesys
Enterprise
LLC
n/k/a
Crown
Castle
Fiber
Enterprise
LLC
Sunesys
of
Massachusetts,
LLC
Sunesys
of
Virginia,
Inc.
Sunesys,
LLC
Thunder
Towers
LLC
TowerOne
2012,
LLC
TowerOne
Allentown
001,
LLC
TowerOne
Bethlehem
001,
LLC
TowerOne
Doylestown,
LLC
TowerOne
East
Rockhill 001,
LLC
TowerOne
Marple,
LLC
TowerOne
Middletown
001,
LLC
TowerOne
Middletown
002,
LLC
TowerOne
Middletown
003,
LLC
TowerOne
North
Coventry,
LLC
TowerOne
Richland,
LLC
TowerOne
Upper
Pottsgrove
002,
LLC
TowerOne
Upper
Pottsgrove,
LLC
TowerOne
Warminster
001,
LLC
TowerOne
Warrington
002,
LLC
Towers
Finco
II
LLC
Towers
Finco
III
LLC
Towers
Finco
LLC
WA
-
CLEC
LLC
Wilcon
Holdings
LLC
Wilcon
Operations
LLC
Wilshire
Connection,
LLC
Wilshire
Services,
LLC
Wireless
Funding,
LLC
Wireless
Realty
Holdings
II,
LLC
Wireless
Revenue
Properties,
LLC
Yankee
Metro
Parent,
Inc.
Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF
CNA PARAMOUNT
Additional Insured - Designated Person Or Organization
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name Of Additional Insured Person(s) Or Organization(s):
As required by written contract
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
A. Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf:
1. In the performance of your ongoing operations; or
2. In connection with your premises owned by or rented to you.
However:
1. The insurance afforded to such additional insured only applies to the extent permitted by law; and
2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such CG2026 04-13 7018331477 Policy No:
Endorsement No:
Effective Date:
50020007770183314770729
CONTINENTAL CASUALTY COMPANY
Insured Name: CROWN CASTLE INC.
Copyright CNA All Rights Reserved.
48 04/01/2024
Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF
CNA PARAMOUNT
Additional Insured - Designated Person Or Organization
additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured.
B. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance:
If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance:
1. Required by the contract or agreement; or
2. Available under the applicable Limits of Insurance shown in the Declarations;
whichever is less.
This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations.
7018331477Policy No:
Endorsement No:
50020007770183314770730
48 CG2026 04-13
CONTINENTAL CASUALTY COMPANY
Insured Name: CROWN CASTLE INC.
Copyright CNA All Rights Reserved.
Effective Date: 04/01/2024
Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF
CNA PARAMOUNT
Primary and Noncontributory - Other Insurance
Condition Endorsement
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
It is understood and agreed that the condition entitledOther Insurance is amended to add the following:
Primary And Noncontributory Insurance
Notwithstanding anything to the contrary, this insurance is primary to and will not seek contribution from any other insurance available to an additional insured under this policy provided that:
a. the additional insured is a named insured under such other insurance; and b. the Named Insured has agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured.
All other terms and conditions of the Policy remain unchanged.
This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy.
7018331477CNA74987XX (1-15) Policy No:
12Endorsement No:
CopyrightCNA All Rights Reserved. Includes copyrightedmaterialof Insurance ServicesOffice, Inc., with its permission. 50020007770183314778126
CONTINENTAL CASUALTY COMPANY
Insured Name: CROWN CASTLE INC.
Effective Date: 04/01/2024
Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF
Waiver of Transfer of Rights of Recovery Against
Others to the Insurer Endorsement
Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
SCHEDULE
Name Of Person Or Organization:
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) (
Under
COMMERCIAL GENERAL LIABILITY CONDITIONS
, it is understood and agreed that the condition entitled Transfer Of Rights Of Recovery Against Others To Us
is amended by the addition of the following:
With respect to the person or organization shown in the Schedule above, the Insurer waives any right of recovery the Insurer may have against such person or organization because of payments the Insurer makes for injury or damage arising out of the
Named Insured’s
ongoing operations or
your work
included in the
products-completed operations
hazard
.
All other terms and conditions of the Policy remain unchanged.
This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy.
CNA75008 (10-16) Policy No: 7018331477
Effective Date:
ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED IS REQUIRED TO PROVE SUCH COVERAGE UNDER THE TERMS OF A WRITTEN CONTRACT.
CONTINENTAL CASUALTY COMPANY
Insured Name: Crown Castle Inc.
04/01/2024
Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF Business Auto Policy
Policy Endorsement
DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This endorsement modifies insurance provided under the following:
AUTO DEALERS COVERAGE FORM
BUSINESS AUTO COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement.
This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form.
This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below.
SCHEDULE
Name Of Person(s) Or Organization(s):
Per Schedule On File With Company
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II - Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I - Covered Autos Coverages of the Auto Dealers Coverage Form.
Endorsement No: 59; Page: 1 of 1 Policy Page: 29 of 408 Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Form No: CA 20 48 10 13
Endorsement Effective Date: Endorsement Expiration Date:
© Copyright Insurance Services Office, Inc., 2011
Named Insured: CROWN CASTLE INC.
Endorsement Effective Date: 04/01/2024
Policy No: BUA 7018331432
Policy Effective Date: 04/01/2024
Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF Business Auto Policy
Policy Endorsement
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY
AGAINST OTHERS TO US (WAIVER OF SUBROGATION)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This endorsement modifies insurance provided under the following:
AUTO DEALERS COVERAGE FORM
BUSINESS AUTO COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement.
This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below.
SCHEDULE
Name(s) Of Person(s) Or Organization(s):
ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN
CONTRACT TO FURNISH THIS WAIVER
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization.
Endorsement No: 56; Page: 1 of 1 Policy Page: 179 of 635 Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Form No: CA 04 44 10 13
Endorsement Effective Date: Endorsement Expiration Date:
© Copyright Insurance Services Office, Inc., 2011
Named Insured: CROWN CASTLE INC.
Endorsement Effective Date: 04/01/2024
Policy No: BUA 7018331432
Policy Effective Date: 04/01/2024
Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF Workers Compensation And Employers Liability Insurance
Policy Endorsement
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.
This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.
Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual.
Schedule
Any Person or Organization on whose behalf you are required to obtain this waiver of our right to recover from under a written contract or agreement.
The premium charge for the endorsement is reflected in the Schedule of Operations.
All other terms and conditions of the policy remain unchanged.
This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below.
Endorsement No: 37; Page: 1 of 1
Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Form No: WC 00 03 13 (04-1984)
Endorsement Effective Date: Endorsement Expiration Date:
Copyright 1983 National Council on Compensation Insurance.
Policy No: WC 7018331446
Policy Effective Date: 04/01/2024
Policy Page: 250 of 382
Docusign Envelope ID: 4C29980D-68C9-4272-8755-8897EFB708CF
01007.0630 2191173.1
C
-
1 AMENDMENT NO.
1 TO AGREEMENT FOR CONTRACT SERVICES
THIS AMENDMENT
NO.
1 TO AGREEMENT FOR CONTRACT SERVICES
(“Amendment No.
1 ”) by and between the
CITY OF CARSON
, a California municipal corporation
(“City”)
,
and
FIBER ASSETCO LLC D/B/A ZAYO, a
Delaware
limited liability company
authorized to conduct business in California
(“Consultant”)
,
is
entered into
effective
as of
the
15th
day of
September
,
202
6 . City
and
Consultant
are sometimes hereinafter individually referred to as
“Party” and hereinafter collectively referred to as the “Parties.”
RECITALS
A.
City and
Crown Castle Fiber LLC (“Crown Castle”)
entered into that certain
Telecommunications License
Agreement
dated
August 20
, 202
4 (“Agreement”), whereby
Crown
Castle
agreed to
provide telecommunications licenses to the City and related services for
a not
-
to
-
exceed Contract Sum of
$
1,062,000
for
a ten
-
year
Term
.
B.
Crown Castle
was acquired by Consultant on May 1, 2026
,
and Consultant has
agreed to assume all
of Crown Castle’s
rights and obligations under the Agreement.
C.
City and
Consultant
now desire to amend the Agreement
to
increase the Contract
Sum
by $6,000.00
in order to allow for
execut
ion of
a change order on one of the
telecommunication licenses, increasing the
total
not
-
to
-
exceed
C
ontract
S
um to $1,068,000.
The
Parties also seek to adjust the Term to clarify
that the 10 year period will commence
after
inst
allation of the fiber
which is to occ
ur
b
y no later than February 1, 2027,
and exp
ire
after a
per
iod of 10 years
after i
nstallation, which
will be
no
later than January 31, 2037
.
TERMS
1 .
Incorporation of Recitals.
The Recitals set forth above are incorporated into and
are a part of this Amendment No.
1 .
2. Terms and Definitions.
All words, terms and phrases used or referenced in this Amendment No.
1 , not expressly defined in this Amendment No.
1 , shall have the same meaning
ascribed to them in the Agreement.
3. Contract Changes
. The Agreement is amended as provided herein (new text is identified in
bold italics
, deleted text in
strike through
).
A
.
Section 2.1 (Contract Sum) of
the
Agreement is hereby amended to
read in its entirety as follows:
“2.1
Contract Sum
.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit
“
C
”
and
incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed
One Million Sixty
Two
Eight
Th
ousand Dollars
01007.0630 2191173.1
C
-
2 and Zero
Cents (
$1,068,000
$1,062,000
)
(the “Contract Sum”), unless additional
compensation is approved pursuant to Section 1.8.”
B.
Section
3 .4
(
Term
) of
the
Agreement is hereby amended to read in its
entirety as follows:
“3.4
Term
.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services ,
to
commence
after
inst
allation of the fiber
which is to occ
ur
b
y no later than February 1, 2027,
and exp
ire
after a
per
iod of 10 years
after i
nstallation, which
will be
no
later than January 31,
2037
but not exceeding
ten
(
10 ) years from the date hereof
, except as otherwise provided
in the Schedule of Performance (
Exhibit
“
D
”
).”
C
.
Section
4.1 (
Representatives and Personnel of Consultant
) of the
Agreement is hereby amended
so that Sean Torsney is replaced with Anthony Santana,
Fiber Sales Director.
D
.
Exhibit “A” (Scope of Services) is hereby amended to read as follows:
See attached Exhibit “A”
E
.
Exhibit “C” (Schedule of Compensation) is hereby amended to read as
follows:
See attached Exhibit “C”
F
.
Exhibit “D” (Schedule of Performance) is hereby amended to read as follows:
See attached Exhibit “D”
4 .
Continuing Effect of Agreement.
Except as amended by
this
Amendment No.
1 ,
all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this
Amendment No.
1 , whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by
this
Amendment No. 1
.
5 .
Affirmation of Agreement;
Warranty
Re Absence of Defaults.
City and
Consultant
each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each
P
arty represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each P
arty
represents and warrants to the other that the Agreement , as amended by
Amendment No. 1
,
is
currently an effective, valid, and binding obligation.
Consultant
represents and warrants to City that, as of the date of this Amendment No. 1 ,
City is not in default of any material term of the Agreement and that there have been no events
01007.0630 2191173.1
C
-
3 that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.
City represents and warrants to
Consultant
that, as of the date of this Amendment No.
1 ,
Consultant
is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.
6 .
Adequate Consideration.
The
P
arties irrevocably stipulate and agree that they
have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No.
1 .
7 .
Authority.
The persons executing this Amendment No.
1 on behalf of the
P
arties
warrant that (i) such
P
arty is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No.
1 on behalf of said
P
arty, (iii) by so executing this Amendment
No.
1 , such
P
arty is formally bound to the provisions of this Amendment No. 1 , and (iv) the
entering into this Amendment No.
1 does not violate any provision of any other agreement to which said
P
arty is bound.
8 .
Counterparts.
This Amendment
No.
1 may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to be an original, whether the signatures are originals, electronic, facsimiles or digital. All such counterparts shall together constitute but o
ne and the same Amendment
No.
1 .
[
SIGNATURES ON THE FOLLOWING PAGE
]
01007.0630 2191173.1
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4 IN WITNESS WHEREOF
, the
P
arties have executed this Amendment No.
1 on the
date
(s)
and year
first
set forth
above
.
CITY
:
CITY OF CARSON, a municipal corporation
Lula Davis
-
Holmes, Mayor
ATTEST
:
Dr. Khaleah
K
. Bradshaw, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
Sunny K. Soltani, City Attorney
[
rjl
]
CONSULTANT:
FIBER ASSETCO LLC D/B/A ZAYO,
a
Delaware limited liability company
By:
Name:
Title:
By:
Name:
Title:
Address:
1 401 Wynkoop Street, Suite 500
Denver
, CO 80202
If Consultant is a limited liability company, any one of the following options will satisfy City’s signature requirements pursuant to the Corporations Code. Option A: One signature required from each of the following groups: 1) Chairman of the Board, Presi
dent or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. Option B: Signatures required from two managers unless the LLC is managed by one manager per its articles of organization, in which c
ase only one signature from that manager is required. Option C: One signature required from any member unless the LLC is manager
-
managed per its articles of organization. Option D: One signature required from any manager if the LLC is manager
-
managed per i
ts articles of organization. APPROPRIATE ATTESTATIONS
01007.0630 2191173.1
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5 SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY.
EXHIBIT “A”
SCOPE OF SERVICES
I.
Consultant will perform the following
Dark Fiber
and Lease/License Services
(“Products”)
:
Consultant shall perform all of the work, furnish all labor, materials, equipment, tools, utility services, and transportation, and comply with all of the specifications and requirements in the Bid Documents for the project entitled RFP No. 23
-
049 Dark Fib
er Leases and/or Dark Fiber
Indefeasible Right of Use (IRU), in accordance with the Special Requirements attached hereto as Exhibit B
(the “Special Requirements”) and in accordance with the Order Form 2024 -
119062
attached hereto as
Exhibit B
, Schedule 2 (the “Order Form”),
and exclusive of any construction
work detailed in RFP No, 23
-
049 (collectively, “
IT Disaster Recovery
Project
” or the “Project”).
The IT Disaster Recovery Project requires Consultant to provide a primary dark fiber pair and redundant dark fiber pair between Carson’s City Hall and the Meet -
Me
-
Room of several carrier
neutral data centers located in downtown Los Ang
eles, California, and
support City’s regional data
center as a component of City’s IT Disaster Recovery Protocols (along the route as set forth on the Order Form) and in accordance with the route map. In the event of any conflict between the terms of this Agreement and any atta
chments, the following order of precedence shall apply: (1) Exhibit B
-
the Special Requirements; (2) the Agreement; (3) the Order Form; and (4) the Bid Documents.
As used herein, “
Bid Documents
” refers to all of the documents included in the solicitation of bids for the IT Disaster Recovery Project, including but not limited to, the RFP, Instructions to Bidders, Consultant’s Bid/Proposal, Contract Documents, Special Provisions, Technical Provisi
ons, Construction Plans, Standard Plans, Drawings, Reference Specifications, all applicable permit requirements, any addenda, and any other documents included, referenced, or incorporated therein.
More specially, Consultant shall:
A.
Provide
and lease to
City three (3) redundant single
-
mode dark fiber routes to
complete a fully redundant (2) fiber strand, dark fiber pair, between three City designated hub site locations:
1. City Hall 701 E Carson St Carson CA 90745
(City may relocate
demarcation to any City facility on City’s Network (On
-
Net) during term)
2. City’s Los Angeles, CA Colocation Site (City may relocate demarcation to any Irvine, CA Colocation on Consultant’s Network (On
-
Net) during term)
3. City’s Irvine, CA Colocation Site (City may relocate demarcation to any Irvine, CA Colocation on Consultant’s Network (On
-
Net) during term)
B.
Provide regular and scheduled maintenance to ensure operational integrity and performance of dark fiber services. Consultant or City reported incidents of performance shall be documented in an incident management system and tracked
01007.0630 2191173.1
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6 through to resolution, including fiber testing documentation ensuring less than 0.3 dB loss per splice, per industry standards.
C.
Maintain adequate and qualified personnel needed to meet the workload requirements for all maintenance activities on a 24 hour/7 days per week/365 days per year basis.
D.
Provide City with fiber testing documentation and construction completion report.
II.
As part of the Services, Consultant will prepare and deliver the following tangible work products to the City:
A.
Network related outages confirmed by Consultant or City.
B.
Inspection reports related to the City’s dark fiber services.
C.
Quarterly Business Reviews.
III.
In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City
appraised of the status of performance by delivering
the following status reports:
As directed by the City’s Contract Officer.
IV.
All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City.
01007.0630 2191173.1
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7 EXHIBIT “C”
SCHEDULE OF COMPENSATION
I.
Consultant shall be compensated in accordance with the following, which will include any and all expenses:
SERVICES
MONTHLY
RATE
SUB
-
BUDGET
A: One
-
Time Implementation
Services: Dark Fiber Testing.
(Implementation)
$0.00
$0.00
B: Provide the City with Dark Fiber
Services throughout the entire
Contract Term
$8,850.00
$8,900.00
$1,062,000.00
$1,068,000.00
Established rates for variable items shall be at rates set forth below for the duration of Contract Term.
DARK FIBER SERVICE(S):
Dark Fiber
Route
Location A
Location Z
Monthly
Recurring Cost (USD)
Dark Fiber
Route#1:
Single Mode
2 -
count
Fiber (pair)
Carson, CA
to Los
Angeles, CA
Data Center
(On
-
Net)
Carson, CA
City
-
owned
Data Center
Los Angeles, CA
Colocation
Facility
(Consultant
On
-
Net
Colocation)
$2,950.00
$3,000.00
Dark Fiber
Redundant
Route#2:
Single Mode
2 -
count
Fiber (pair)
Carson, CA
to Irvine, CA
Data Center
(On
-
Net)
Carson, CA
City
-
owned
Data Center
Irvine, CA
Colocation
Facility
(Consultant
On
-
Net
Colocation)
$
2,9
50.00 01007.0630 2191173.1
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8 Dark Fiber
Redundant
Route#3:
Single Mode
2 -
count
Fiber (pair)
Irvine, CA to
Los Angeles,
CA Data
Center (On
-
Net)
Irvine, CA City
-
owned Data
Center
(Consultant
On
-
Net
Colocation)
Los Angeles, CA
Colocation
Facility
(Consultant
On
-
Net
Colocation)
$
2,9
50.00 II.
Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task sub
-
budget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8.
III.
The City
will compensate Consultant for the Services performed upon submission of a valid invoice.
Each invoice is to include:
A.
Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate.
B.
Line items for all materials and equipment properly charged to the Services.
C.
Line items for all other approved reimbursable expenses claimed, with supporting documentation.
D.
Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services.
IV.
The total compensation for the Services shall not exceed $1,062,000
$1,068,000
as
provided in Section 2.1 of this Agreement.
01007.0630 2191173.1
EXHIBIT “D”
SCHEDULE OF PERFORMANCE
I.
Consultant shall perform all services timely in accordance with the following schedule:
Service
Start Date
Deadline Date
Days to Perform
A: One
-
Time
Implementation
Services: Dark
Fiber Testing.
(Implementation)
No Later than
(
120
) Days after
Contract
Execution
10/31/24
2 /
01 /2
7 12
0 Days
N/A
B: Provide the City
with Dark Fiber
Services
throughout the
entire Contract
Term
11/1/24
or
whenever
implementation is
completed,
whichever is
earlier
N/A
10 Years
II.
The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2.
CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, September 15, 2026, 5:00 PM
CONSENT 24. To: Honorable Mayor and City Council From: Nathan Freeman, Director of Community and Economic Development CD Administration Subject: VICTORIA GOLF COURSE PROJECT: UPDATE ON PROPOSED EIFD FUNDING ANDUPCOMING EIFD BOARD ACTION (CITY COUNCIL) I. SUMMARY
The City Council is being provided an update regarding proposed Carson Enhanced Infrastructure FinancingDistrict (EIFD) funding for planning, infrastructure, remediation, and other pre-development activities associatedwith the County-owned Victoria Golf Course property located at 340 Martin Luther King Jr. Street.
The Carson EIFD Infrastructure Financing Plan (IFP) provides that, after satisfying the required 20 percentaffordable housing set-aside, 50 percent of annual District revenues, up to $10 million, may be allocated for certaininfrastructure and remediation activities at the Victoria Golf Course property.
To establish an initial mechanism for the use of these EIFD revenues, the County of Los Angeles and the CarsonEIFD have prepared an Administrative Reimbursement Agreement. The proposed Agreement would allow theCounty to seek reimbursement for eligible costs associated with community engagement, planning, feasibilityanalysis, environmental review, conceptual design, remediation planning, infrastructure planning, and other pre-development activities related to the Victoria Golf Course property. Reimbursement under the proposed Agreementwould be limited to $500,000.
The proposed Administrative Reimbursement Agreement will be presented to the Public Financing Authority (PFA),acting as the governing body of the Carson EIFD, for review and approval. City Council is not being asked toapprove the Agreement through this action. The requested City Council action is limited to receiving and filing thisupdate.
II. RECOMMENDATION
RECEIVE AND FILE an update regarding proposed Carson EIFD funding for the Victoria Golf Course Project and the upcoming consideration of a proposed Administrative Reimbursement Agreement by the EIFD Board.
III. ALTERNATIVES
Provide alternative direction to staff.
IV. BACKGROUND
The City of Carson initiated the formation of the Carson EIFD pursuant to California Government Code Section53398.50 et seq. On March 16, 2021, the City Council adopted Resolution No. 21-026, declaring its intention toform the District and establishing the Public Financing Authority (PFA) as the governing body of the District. TheCounty of Los Angeles subsequently elected to participate as a taxing entity in the District.
The PFA is comprised of two members of the City Council, one member of the Los Angeles County Board ofSupervisors or their designee, and two members of the public, with one public member appointed by the City andone appointed by the County.
Following three public hearings and approval of the IFP by the City and County, the PFA adopted the IFP andformed the Carson EIFD in accordance with applicable law.
The IFP requires 20 percent of District revenues to be set aside and prioritized for affordable housing. Aftersatisfying the affordable housing set-aside, the IFP allocates 50 percent of annual District revenues, up to $10million, for certain infrastructure and remediation projects at the County-owned Victoria Golf Course property.
The County and District originally contemplated that the County would undertake infrastructure and remediationprojects at the Victoria Golf Course property and be reimbursed from District revenues. Following the cancellationby the County of its lease with Plentitude, the County and City desire greater flexibility to accommodate potentialfuture development opportunities for the property.
The proposed Administrative Reimbursement Agreement is intended to provide an administrative mechanism forthe reimbursement of certain County costs associated with planning and potential future improvements orredevelopment of the Victoria Golf Course property.
Discussion
The Carson EIFD Infrastructure Financing Plan (IFP) provides that, after satisfying the required 20 percentaffordable housing set-aside, 50 percent of annual EIFD revenues, up to $10 million, may be allocated for eligibleinfrastructure and remediation activities at the County-owned Victoria Golf Course property.
The proposed Administrative Reimbursement Agreement would establish the initial mechanism for using theseEIFD revenues. Under the Agreement, the County could seek reimbursement of up to $500,000 for eligible costsassociated with community engagement, planning, feasibility analysis, environmental review, conceptual design,remediation planning, infrastructure planning, and other eligible pre-development activities related to the VictoriaGolf Course Project.
The $500,000 represents the initial reimbursement authorization and does not authorize use of the full $10 millioncontemplated by the IFP. Any future use of the remaining allocation would require additional action consistent withthe IFP and the Agreement.
Reimbursements would be paid solely from available EIFD revenues allocated to the Victoria Golf Course andwould not create a General Fund obligation or indebtedness of the City.
The proposed Administrative Reimbursement Agreement will be presented to the Public Financing Authority (PFA),acting as the governing body of the Carson EIFD, for review and approval. City Council is not being asked toapprove the Agreement through this item. The requested action is to receive and file this update.
V. FISCAL IMPACT
There is no direct fiscal impact to the City's General Fund associated with the City Council's receipt and filing of this report.
If approved by the EIFD Board, reimbursements under the proposed Administrative Reimbursement Agreement would be funded solely from available EIFD revenues allocated for the Victoria Golf Course property. The proposed Agreement does not create a General Fund obligation or indebtedness of the City.
The proposed Agreement establishes an initial reimbursement mechanism of up to $500,000 for eligible County costs.
VI. EXHIBITS
1. Draft Administrative Reimbursement Agreement between the County of Los Angeles and the CarsonEnhanced Infrastructure Financing District Attachments
Draft Carson EIFD County of Los Angeles Reimbursement Agreement.pdf HOA.106060706.1 01007.0001 2084728.8