Agenda packet — Oroville City Council, July 1, 2025

July 01, 2025~4:00 PM Oroville City Council Meeting Agenda Page 1 of 6

OROVILLE CITY COUNCIL
Council Chambers
1735 Montgomery Street
Oroville, CA. 95965
July 01, 2025

REGULAR MEETING
CLOSED SESSION 4:00 PM
OPEN SESSION 4:30 PM
AGENDA

PUBLIC ACCESS AND PARTICIPATION
Please review the options below for ways to participate or observe the Council Meetings.

To Observe the Meeting:

1. Live Feed: https://www.youtube.com/channel/UCAoRW34swYl85UBfYqT7IbQ/

2. Zoom Link: https://zoom.us/j/96870319529?pwd=dW9kMGRZSFo5MFFNQk5wVDUzRkRrZz09

3. Zoom Application: Meeting ID: 968 7031 9529 Passcode: 67684553

4. By Phone: Telephone: 1-669-900-6833 Meeting ID: 968 7031 9529 Passcode: 67684553 To Provide Comment to the Council:

1. Attend the meeting in person

2. Send an Email by 2:00 PM the day before the meeting to [email protected]. All comments emailed will be provided to the Council Members for their consideration.

If you would like to address the Council at this meeting, you are requested to complete the blue speaker request form (located on the wall by the agendas) and hand it to the City Clerk, who is seated on the right of the Council Chamber. The form assists the Clerk with minute taking and assists the Mayor or presiding chair in conducting an orderly meeting. Providing personal information on the form is voluntary. For scheduled agenda items, please submit the form prior to the conclusion of the staff presentation for that item. Council has established time limitations of three (3) minutes per speaker on all items and an overall time limit of thirty minutes for non-agenda items.

If more than 10 speaker cards are submitted for an item, the time limitation would be reduced to one and a half (1.5) minutes per speaker for that item. If more than 15 speaker cards are submitted for non-agenda items, the first 15 speakers will be randomly selected to speak at the beginning of the meeting, with the remaining speakers given an opportunity at the end. (California Government Code §54954.3(b)).

Pursuant to Government Code Section 54954.2, the Council is prohibited from taking action except for a brief response from the Council or staff to statements or questions relating to a non-agenda item.

CALL TO ORDER / ROLL CALL
Council Members: Scott Thomson, Chuck Reynolds, Tracy Johnstone, Janet Goodson, Shawn Webber, Vice Mayor Eric Smith, Mayor David Pittman

CLOSED SESSION
The Council will hold a Closed Session on the following:

1. Pursuant to Government Code section 54956.9(d)(2), the Council will meet with the City Administrator and City Attorney regarding potential exposure to litigation – Two cases. 1 July 01, 2025~4:00 PM Oroville City Council Meeting Agenda Page 2 of 6

2. Pursuant to Government Code Section 54957, the Council will meet with the Personnel Officer to discuss Public Employee Performance Evaluations. Position Title: Department Heads and Contract Employees

3. Conference with Labor Negotiators (Gov. C. §54957.6) Agency designated representatives: Brian Ring, City Administrator; David Ritchie, Asst. City Attorney; Elizabeth Ehrenstrom, HR Manager
All Units

OPEN SESSION

1. Announcement from Closed Session

2. Pledge of Allegiance

3. Adoption of Agenda

PRESENTATIONS AND PROCLAMATIONS

1. INTRODUCTION OF BREI AND PRESENTATION ON LOCAL ENERGY GENERATION AND

MICROGRID DEVELOPMENT
The City Council shall receive a presentation from BREI (Biomass Renewable Energy Inc.) outlining their plan to construct a biomass energy facility in Oroville and partner with the City to support phased development of a local microgrid utility. This facility will serve as a cornerstone of Oroville’s movement toward energy independence, resilience, and economic growth.

ACTION REQUESTED -

DIRECT STAFF TO CONTINUE WORKING WITH BREI TO PROVIDE BENEFIT FOR THE COMMUNITY.

2. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF OROVILLE RECOGNIZING LYLE DAMON PHILLIPS ON THE OCCASION OF HIS 100TH BIRTHDAY AND HONORING

HIS LIFETIME OF SERVICE TO THE COMMUNITY
The City Council shall consider adopting a resolution recognizing Lyle Damon Phillips on the occasion of his 100th birthday.

ACTION REQUESTED -
ADOPT RESOLUTION NO. 9393 AND AUTHORIZE THE MAYOR TO SIGN.

PUBLIC COMMUNICATION – HEARING OF NON-AGENDA ITEMS
This is the time to address the Council about any item not listed on the agenda. If you wish to address the Council on an item listed on the agenda, please follow the directions listed above. 2 July 01, 2025~4:00 PM Oroville City Council Meeting Agenda Page 3 of 6

REPORTS / DISCUSSIONS

1. Council Announcements and Reports

2. Administration Reports

CONSENT CALENDAR
Consent calendar items 1 - 2 are adopted in one action by the Council. Items that are removed will be discussed and voted on immediately after adoption of consent calendar items.

1. NEOGOV RECRUITING AND APPLICANT TRACKING SYSTEM SOFTWARE The City Council shall consider approving agreement with NeoGov and authorize implementation of NeoGov’s recruiting and applicant tracking system software.

ACTION REQUESTED -

APPROVE STAFF TO ENTER INTO AN AGREEMENT WITH NEOGOV FOR AN AMOUNT NO TO EXCEED $31,010.00 FOR THREE YEARS BILLED ON AN ANNUAL BASIS PER ATTACHED QUOTE; AND
APPROVE A BUDGET ADJUSTMENT FROM CONTINGENCY FOR $11,560 FOR YEAR ONE (5/7 VOTE REQUIRED).

2. APPROVAL OF REGULAR MEETING MINUTES
The City Council shall consider approving the Regular Meeting Minutes of 06.17.2025.

ACTION REQUESTED –
APPROVE MINUTES AND AUTHORIZE THE MAYOR TO SIGN.

REGULAR BUSINESS

3. RUDDY CREEK LIFT STATION EXPANSION AGREEMENT WITH SEWERAGE

COMMISSION OROVILLE REGION
The City Council shall consider an agreement with Sewerage Commission Oroville Region (SCOR) for the partial payment of expansion to the Ruddy Creek lift station.

ACTION(S) REQUESTED -

1. APPROVE AGREEMENT NO. 3558 WITH SEWERAGE COMMISSION OROVILLE REGION; AND

2. AUTHORIZE MAYOR AND CITY ADMINISTRATOR TO SIGN THE AGREEMENT. 3 July 01, 2025~4:00 PM Oroville City Council Meeting Agenda Page 4 of 6

4. AD HOC COMMITTEE FOR POTENTIAL FORMATION OF COMMUNITY FACILITY

DISTRICT (CFD) FOR NECESSARY INFRASTRUCTURE FOR MARKET RATE HOUSING AND CONTINGENT LETTER OF INTENT TO FORM CFD WITH 100% FUNDING TO

DEVELOPER PENDING CITY FEASIBILITY STUDY
The City Council shall consider the formation of an ad hoc committee regarding the potential formation of a Community Facility District (CFD) for infrastructure funding for market rate housing and contingent letter of intent to form CFD with 100% funding to developer pending City feasibility study.

ACTION(S) REQUESTED -

1. APPOINT THREE MEMBERS OF THE CITY COUNCIL TO PARTICIPATE ON AN AD

HOC COMMITTEE REGARDING THE POTENTIAL FORMATION OF A COMMUNITY

FACILITY DISTRICT FOR THE NECESSARY INFRASTRUCTURE NEEDED FOR MARKET RATE HOUSING; AND

2. APPROVE STAFF TO SEND LETTER OF INTENT TO FORM COMMUNITY FACILITY DISTRICT WITH 100% FUNDING TO DEVELOPER PENDING CITY FEASIBILITY STUDY.

5. CAPITAL PROJECT UPDATE FOR FISCAL YEAR 2025/26
The City Council shall receive and discuss preliminary recommendations and funding sources for capital projects for fiscal year 2025/26.

ACTION(S) REQUESTED -

1. ACCEPT FOR INFORMATION; AND

2. PROVIDE ANY DIRECTION TO STAFF.

6. SURPLUS ASSET DISPOSAL PROCEDURE
The City Council shall receive an update on the process for disposing of City assets that have value, however, are no longer a benefit to the City.

ACTION REQUESTED -
PROVIDE DIRECTION TO STAFF.

7. IDENTIFICATION OF LAND AND FUNDING FOR INDOOR/OUTDOOR SPORTS COMPLEX

WITH WATER PARK
The City Council shall discuss options moving forward to identifying land and funding sources for large indoor/outdoor sports complex with water park.

ACTION REQUESTED -
PROVIDE DIRECTION TO STAFF.
4 July 01, 2025~4:00 PM Oroville City Council Meeting Agenda Page 5 of 6

8. TEMPORARY ICE RINK IN DOWNTOWN
The City Council shall discuss the concept of renting a temporary ice rink in downtown during the holiday season.

ACTION REQUESTED -
PROVIDE DIRECTION TO STAFF.

PUBLIC HEARINGS
The Public Hearing Procedure is as follows:
- Mayor or Chairperson opens the public hearing and staff will present the item and answer Council questions.
- The hearing is opened for public comment limited to three (3) minutes per speaker. In the event of more than ten (10) speakers, time will be limited to one and a half (1.5) minutes.

Under Government Code 54954.3, the time for each presentation may be limited. - Speakers are requested to provide a speaker card to the City Clerk - Public comment session is closed and then the Council will debate and take action - Those wishing to speak at the public hearings below, but unable to attend before 5pm, may request that the council consider holding the public hearing after 5pm by emailing [email protected] or calling 530-538-2535. Please submit request 24 hours before the meeting.
- Individuals may email comments for council consideration to [email protected]

9. APPROPRIATIONS LIMIT
The City Council will conduct a public hearing and may consider the adoption of the fiscal year 2025-26 Appropriations Limit.

ACTION REQUESTED -
ADOPT RESOLUTION NO. 9394 - A RESOLUTION OF THE OROVILLE CITY COUNCIL SETTING THE APPROPRIATIONS LIMIT (PROPOSITION 4) FOR FISCAL YEAR 2025-26.

FUTURE AGENDA ITEMS / CORRESPONDENCE

1. Future Agenda Items

2. Correspondence
5 July 01, 2025~4:00 PM Oroville City Council Meeting Agenda Page 6 of 6

ADJOURN THE MEETING
The meeting will be adjourned. A regular meeting of the Oroville City Council will be held on July 15, 2025 at 4:00 p.m.

Accommodating Those Individuals with Special Needs – In compliance with the Americans with Disabilities Act, the City of Oroville encourages those with disabilities to participate fully in the public meeting process. If you have a special need in order to allow you to attend or participate in our public meetings, please contact the City Clerk at (530) 538-2535, well in advance of the regular meeting you wish to attend, so that we may make every reasonable effort to accommodate you. Documents distributed for public session items, less than 72 hours prior to meeting, are available for public inspection at City Hall, 1735 Montgomery Street, Oroville, California.

Recordings - All meetings are recorded and broadcast live on cityoforoville.org and YouTube. 6

Page 1 ends

CITY OF OROVILLE

STAFF REPORT
TO: MAYOR PITTMAN & COUNCIL MEMBERS
FROM: PATRICK PIATT, COMMUNITY DEVELOPMENT DIRECTOR
RE: INTRODUCTION OF BREI AND PRESENTATION ON LOCAL

ENERGY GENERATION AND MICROGRID DEVELOPMENT
DATE: JULY 1, 2025

SUMMARY
The City Council shall receive a presentation from BREI (Biomass Renewable Energy Inc.) outlining their plan to construct a biomass energy facility in Oroville and partner with the City to support phased development of a local microgrid utility. This facility will serve as a cornerstone of Oroville’s movement toward energy independence, resilience, and economic growth.

DISCUSSION
The City of Oroville has long faced challenges related to energy reliability, cost, and external control. BREI proposes a multi-phase plan beginning with the launch of a biomass facility to generate clean, renewable power locally. This project aligns with Oroville’s vision of energy resiliency and supports community development by reducing power costs, attracting new businesses, and supporting housing growth through reliable infrastructure.

BREI’s Phase 1 launch (2026) includes constructing and operating a biomass plant designed to feed a local microgrid serving nearby industrial customers. This plant will utilize organic waste from regional sources, converting it into renewable energy and offering a steady power supply that insulates participating users from PG&E fluctuations and public safety power shutoffs (PSPS).

Future phases of the partnership envision the expansion of microgrid infrastructure to residential neighborhoods, new housing developments, and commercial districts. BREI has outlined a flexible and scalable path that includes solar, battery, and additional renewable sources to support the City’s long-term growth.

The benefits outlined in the presentation include:
 Local control over energy generation and distribution 7 Item 1.

Page 2 ends

 Reduced energy costs for businesses and residents
 Increased resilience against outages and climate-related disruptions  Job creation through construction, operations, and renewable technology investments
 Enhanced attractiveness for economic development, particularly for energyintensive industries The City has had initial discussions with BREI and believes this partnership may offer substantial community benefits. As Oroville continues exploring municipal energy options, staff recommends keeping the door open for ongoing collaboration.

FISCAL IMPACT
There is no fiscal impact associated with hearing this presentation. Any future financial commitments by the City will be brought back to Council for consideration as part of detailed agreements or feasibility assessments.

ACTION REQUESTED -

DIRECT STAFF TO CONTINUE WORKING WITH BREI TO PROVIDE BENEFIT FOR THE COMMUNITY.

ATTACHMENTS
BREI Presentation: “Oroville’s Path to Local Power – 6/25/2025” 8 Item 1.

Oroville’s Path
to Local Power
BREI Partnership &
Phased Municipal
Microgrid Utility
Expansion
07/01/2025
9 Item 1.

Why Local Power?
Control rates, reliability, and clean energy
growth. Control
Protect critical services and businesses from
outages. Protect
Keep Keep energy dollars working for Oroville.

Oroville can control energy costs for local
industry and residents.

Economic
Resilienc
e
10 Item 1.

What is the
City–BREI
Microgrid
Utility
Partnership? • A partnership between
Oroville and BREI to
create a city-owned
microgrid utility,
ensuring local control
over energy
infrastructure and costs.
• The utility will manage
local wires, meters, and
distributed energy
resources for Oroville
residents and businesses.
• This collaboration
positions Oroville to
capture the benefits of
renewable energy,
resilience, and fixed
energy costs.
• Key Step: The City must
establish a public
11 Item 1.

Map of
Public
Utilities
Map of California
energy provider
service territories
with unique border
outlines
distinguishing energy
provider types (i.e.,
publicly owned
utility, community
choice aggregation,
and cooperative) and
the blue shading
representing the mean
generation-based
pooled resource
https://www.researchgate.net/figure/Map-of-California-energy-provider-service- territories-with-unique-border-outlines_fig4_344753177 12 Item 1.

Form Oroville
Municipal
Micro-Grid
Utility
Staff Recommendation:
• That the City Council direct
staff to continue working
with BREI and to formally
explore the steps required to
establish a public municipal
utility. This is the
foundational step required to
enable local control and
achieve the project's
benefits.
• Why a Public Utility?
• Enables the Partnership: A
public utility is legally
required for the city to act
as a pass-through for energy
sales.
• Local Control: Allows Oroville
to set its own rates and make
decisions about
infrastructure, free from
certain CPUC requirements that
apply to investor-owned
utilities.
• Economic Benefits: Protects
existing jobs and creates new,
high-skilled local roles in
construction and operations,
ensuring energy dollars stay
in our community.
• Access to Funding: Unlocks
access to grants and financing
opportunities reserved for
public entities
13 Item 1.

What's the Plan?
Our Approach: A
Phased, Multi-Decade
Vision
Methodical Expansion:

The utility will grow
in a measured way
over decades,
starting with
industrial customers
and expanding
methodically based on
community demand.

Proven Technology: We
will use proven,
modular, and
containerized
microgrid
technologies that are
already successfully
deployed elsewhere in
California and
Europe.

Needs-Based Buildout:

Infrastructure
(solar, batteries,
biomass) will be
built in phases as
needed. This avoids
overbuilding,
minimizes financial
risk, and ensures
supply meets demand.

Community-Driven:

Each step will be
planned based on
local economic goals
and community
feedback.
14 Item 1.

Microgrid Launch (2026)
Serve industrial
off-takers and
critical city
facilities.

Power provided
by BREI’s 48 MW
solar + battery
system.

City takes
ownership of the
feeders and
manages local
delivery.

Additional power
provided by
BREI’s Biomass
10 MW net power
plant.

Initial buildout
designed for
near-term demand
and scalability.

Job creation in
construction,
operations, and
ongoing
maintenance.

Fixed,
predictable
energy costs for
local business
and residents.
15 Item 1.

Next Steps
Growth Expansion: • Expansion will be planned and
implemented as housing, business, and
industry needs grow.
• All expansion decisions will be data-
driven and responsive to economic
development opportunities and
community feedback.
• Each addition is modular—scalable
generation will be brought online in
response to demand.
• This modular infrastructure enables
growth without overbuilding, aligning
with economic growth opportunities in
a phased and measured way. 16
Item 1.

Benefits
of the
City-BREI
Partnersh
ip
• Economic Development & Job Growth:
• Attracts and retains businesses by
offering stable, lower, and fixed
power costs.
• Recruits new industries that value
predictable, locally-controlled
energy.
• Protects and creates local skilled
jobs.
• Public Safety & Resilience:
• Reduces wildfire risk by creating an
independent, locally-managed grid.
• Fuel for the biomass facility is sourced
directly from local fire prevention and
forest management efforts.
• Ensures reliable power for critical
infrastructure and protects against
wider grid outages.
• Local Control & Clean Energy:
• The City Council sets rates and
priorities.
• Builds a clean energy future with
renewables at the heart of every
phase.
• This provides Oroville with reliable, CO2-
neutral power.
17 Item 1.

Ensuring Supply Meets Demand
City and BREI
coordinate each
expansion phase.

New generation planned
and built as needed—
solar, storage,
biomass, etc.

The modular approach
ensures supply always
matches local demand,
avoiding excess costs.

Community growth and
input drive utility
planning.
18 Item 1.

Customer
Experienc
e
A Smooth Transition for Customers
• Phased Rollout: The transition will be
phased, starting with initial partners
and expanding as the grid is built out.
• Departing Load Charge: By law, customers
transitioning from their current power
provider will see a "departing load"
charge. This is estimated to be around
$0.03 per kWh and is designed to
decrease over time.
• Clear Communication: We are committed to
regular updates and community workshops
at each step.
• Local Service: Community ownership means
local customer service and support.
19 Item 1.

The Road Ahead / 60-Year Mark
Start small, grow
smart, keep
control local.

Oroville’s
microgrid will
serve today’s
needs and
tomorrow’s growth.

Building a secure,
sustainable, and
community-driven
energy future.

Sustainable job
growth and
workforce
protection for
Oroville
residents.
“Green is the New
Gold”—Oroville’s
energy future
supports both
heritage and
innovation.

Reliable,
affordable energy
secures Oroville’s
place as a leader
in economic and
environmental
stewardship.
20 Item 1.

The Path to Success
This is a multi-decade initiative built
on a strong foundation. Our success
depends on:

Continued City Support: Strong,
consistent partnership with the City of
Oroville.

Strategic Alignment: Close alignment
with our investors and technology
partners.

Community Engagement: Ensuring this
system is built for Oroville, by
Oroville.

Together, we can build a secure,
sustainable, and community-driven
energy future.
21 Item 1.

Oroville: Green
is the New Gold
A legacy of leadership—now
leading in clean, affordable
energy.
22 Item 1.

CITY OF OROVILLE
RESOLUTION NO. 9393

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF OROVILLE RECOGNIZING LYLE DAMON PHILLIPS ON THE OCCASION OF HIS 100TH

BIRTHDAY AND HONORING HIS LIFETIME OF SERVICE TO THE COMMUNITY WHEREAS, Lyle Damon Phillips, a proud member of the Oroville High School Class of 1944, has led a life marked by resilience, dedication, and an unwavering commitment to others; and
WHEREAS, Lyle made a lasting impression as an exceptional football player, earning the respect and admiration of teammates and the Oroville community through his fearless determination on the field; and
WHEREAS, he went on to serve his country with honor and bravery as a Sergeant in the United States Marine Corps, including combat service at Guadalcanal during World War II; and
WHEREAS, upon returning home, Lyle continued his life of service by volunteering with the City of Oroville Fire Department for an extraordinary 50 years; and WHEREAS, he further dedicated 15 years to the Oroville Elementary School District as Maintenance Director, contributing to the safety and well-being of the city’s youth and schools; and
WHEREAS, throughout his life, Lyle Phillips has exemplified the true spirit of community—always willing to step forward, protect his neighbors, and serve with humility, strength, and steadfast commitment; and
WHEREAS, the City of Oroville proudly celebrates the incredible milestone of Lyle Phillips’ 100th birthday, to be commemorated on July 24, 2025, and honors his remarkable contributions to the city he has long called home.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Oroville hereby recognizes and commends Lyle Phillips for his century of life, his exceptional record of service, and the countless lives he has touched throughout the Oroville community.

PASSED AND ADOPTED this 1
st day of July, 2025, by the City Council of the City of Oroville by the following vote:
23 Item 2.

AYES:

NOES:

ABSTAINED:

ABSENT:
____________________________ _____________________________ Brian Ring, City Clerk David Pittman, Mayor
24 Item 2.
25 Item 2.
26 Item 2.

Page 1 ends

CITY OF OROVILLE

STAFF REPORT
TO: MAYOR PITTMAN AND CITY COUNCIL
FROM: MEGAN WILLIAMS – HUMAN RESOURCE ANALYST
RE: NEOGOV RECRUITING AND APPLICANT TRACKING SYSTEM

SOFTWARE
DATE: JULY 1, 2025

SUMMARY
The City Council shall consider approving agreement with NeoGov and authorize implementation of NeoGov’s recruiting and applicant tracking system software.

DISCUSSION
NeoGov is a comprehensive recruiting and applicant tracking system designed specifically for public sector agencies. This system will modernize our current recruitment process, improve candidate experience, streamline recruitment tasks to improve efficiency and enhance our ability to attract and retain top talent.

Key benefits of implementing NeoGov include:
 Expanded Outreach: Broadens the City’s recruiting net across multiple platforms (LinkedIn, Indeed, City website) nationwide, helping attract a more diverse and qualified applicant pool.
 Improved Candidate Experience: A more intuitive, user-friendly application process will make it easier for candidates to apply, increasing engagement and application completion rates.
 Process Automation & Efficiency: Automation of manual tasks, such as applicant tracking, communications, and scheduling, that will free up valuable staff time and improve overall workflow efficiency.
 Metrics & Compliance Tracking: NeoGov includes built-in reporting features specifically designed to track recruitment data across all platforms. This will provide cleaner, more consistent, and easier-to-analyze data for compliance with AB 2561 and other public sector reporting requirements. 27 Item 1.

Page 2 ends

FISCAL IMPACT
 For a three-year agreement the numbers are the following, billed on an annual basis and the setup cost is only a one-time fee built into year 1. o Year 1: $11,560.00
o Year 2: $9,450.00
o Year 3: $10,000
 Requesting funds from contingency in year one and will then cost apply the charges to City departments in future years.

ACTION REQUESTED -

ATTACHMENTS
NeoGov Services Agreement; and
Subscription contract.
28 Item 1.
1 SERVICES AGREEMENT
V011025
You agree that by placing an order through a NEOGOV standard ordering document such as an “Order Form”, “Service Order,” “Ordering Document,” “SOW” or other document mutually agreed by the parties detailing the services, pricing and subscription term (each, an “Order Form” for purposes of this Agreement), you agree to follow and be bound by the terms and conditions set forth herein. “Governmentjobs.com”, “NEOGOV”, “we”, and “our” means Governmentjobs.com, Inc. (D/B/A/ NEOGOV), for and on behalf of itself and its subsidiaries PowerDMS, Inc., Cuehit, Inc., Ragnasoft LLC (D/B/A/ PlanIT Schedule), and Design PD, LLC (D/B/A Agency360) (collectively, “NEOGOV” and, where applicable, its other affiliates; “Customer”, “you”, “your” means the NEOGOV client, customer, and/or the subscriber identified in the Order Form). “Services Agreement” or the “Agreement” shall be used to collectively refer to this NEOGOV Services Agreement, documents incorporated herein including the applicable Order Form, each Addendum (as applicable), and Special Conditions (if any). “Addendum” means each Addendum set forth either as an Exhibit hereto or otherwise made available at https://www.neogov.com/service-specifications (the “NEOGOV Site”) and, as applicable, made a part of this Agreement. “Special Conditions” means individually negotiated variations, amendments and/or additions to this Service Agreement of which are either drafted, or incorporated by reference, into the Order Form.

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 (collectively referred to as the “Services”). In addition, to the extent NEOGOV provides Customer with access to additional NEOGOV software in order to access Customer Data (as defined below) or otherwise enhance product implementation or functionality, Customer’s use of such software will be deemed to be part of the Services and the terms and conditions of this Agreement shall apply. Customer hereby acknowledges and agrees that NEOGOV’s provision and performance of, and Customer’s access to, the Services is dependent and conditioned upon Customer’s full performance of its duties, obligations and responsibilities hereunder. This Agreement entered into as of the earlier of: (i) date of your signature on an applicable Order Form; or (ii) use of the Services commences (the “Effective Date”). The Agreement supersedes any prior and contemporaneous discussions, agreements or representations and warranties.

2. SaaS Subscription.
a) Subscription Grant. “SaaS Applications” means each proprietary NEOGOV web-based software-as-a-service application that may be set forth on an Order Form and subsequently made available by NEOGOV to Customer, and associated components as described in any written service specifications made available to Customer by NEOGOV (the “Service Specifications”). Subject to and conditioned on Customer’s and its Authorized Users’ compliance with the terms and conditions of this Agreement, NEOGOV hereby grants to Customer a limited, non-exclusive, non-transferable, and nonsublicensable right to (i) onboard, access and use, and to permit Authorized Users to onboard, access and use, the SaaS Applications specified in the Order Form solely for Customer’s internal, non-commercial purposes; (ii) generate, print, and download Customer Data as may result from any access to or use of the SaaS Applications; and (iii) train Authorized Users in uses of the SaaS Applications permitted hereunder (these rights shall collectively be referred to as the “SaaS Subscription”). “Authorized Users” means (1) Customer employees, agents, contractors, consultants (“Personnel”) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Services Agreement and (2) for whom access to the Services has been purchased hereunder. You shall not exceed the usage limits (if any) as detailed in the user tier in the applicable Order Form. You may not access the SaaS Applications if you are a direct competitor of NEOGOV or its affiliates. In addition, you may not access the SaaS Applications for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes. You shall be responsible for each Authorized User’s access to and use of the SaaS Applications and compliance with applicable terms and conditions of this Agreement.
b) Subscription Term. Unless otherwise specified in an applicable Order Form, SaaS Subscriptions shall commence on the Effective Date and remain in effect for twelve (12) consecutive months, unless terminated earlier in accordance with this Agreement (the “Initial Term”). Thereafter, SaaS Subscriptions shall automatically renew for successive twelve (12) month terms (each a “Renewal Term” and together with the Initial Term, collectively, the “Term”) unless a party delivers to the other party, at least thirty (30) days prior to the expiration of the Initial Term or the applicable Renewal Term, written notice of such party’s intention to not renew the SaaS Subscriptions, or unless terminated earlier in accordance with this Agreement. The Term for the Services is a continuous and non-divisible commitment for the full duration regardless of any invoice schedule. The purchase of any Service is separate from any other order for any other Service.

Customer may purchase certain Services 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. 29 Item 1.
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 to invite to join the Customer’s account on the Service and for all actions by Authorized Users on Customer’s account on the Service. Customer is solely in control of the individual permissions on the Customer’s account. ii) Customer Obligations. Customer must: (A) obtain any rights, permissions, or consents that are necessary for the Authorized User’s lawful use of Customer Data and the operation of the Service; (B) ensure that the transfer and processing of Customer Data under the Agreement is lawful; and (C) respond to and resolve any dispute with an Authorized User relating to or based on Customer Data, the Service, or Customer’s failure to fulfill its obligations under the Agreement or applicable law. Customer will not, and will ensure its Authorized Users do not (a) make any of the Services available to anyone other than Authorized Users or use any Services for the benefit of anyone other than Customer and its Authorized Users, unless otherwise agreed in writing by the parties, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any of the Services, or include any of the Services in a service bureau or outsourcing offering, unless otherwise agreed in writing by the parties, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of the privacy rights, publicity rights, copyright rights, or other rights of any person or entity, (d) use the Services to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses, (e) interfere with or disrupt the integrity or performance of the Services (including, without limitation, activities such as security penetration tests, stress tests, and spamming activity), (f) attempt to gain unauthorized access to the Services or its related systems or networks, (g) disassemble, reverse engineer, or decompile the Services, or modify, copy, or create derivative works based on the Services or any part, feature, function or user interface thereof, (h) remove the copyright, trademark, or any other proprietary rights or notices included within NEOGOV Intellectual Property and on and in any documentation or training materials, or (i) use the Services in a manner which violates the terms of this Agreement, any Order Form or any applicable laws.

4. Professional Services. “Professional Services” shall mean professional services purchased by Customer as detailed in an applicable Order Form or NEOGOV Scope of Work (SOW) describing the work to be performed, fees, and any applicable milestones, dependencies, and other technical specifications or related information. Professional Services include training, set-up, implementation, and best practices of and concerning the SaaS Applications. Professional Services are subject to the terms of the Professional Services Addendum made available on the NEOGOV Site and made a part hereof and may be subject to additional terms pursuant to an SOW and Service Specifications describing, if applicable, the work to be performed, fees, and any applicable milestones, dependencies, and other technical specifications or related information. Order Forms or SOWs must be signed by Customer before NEOGOV shall commence work. If Customer executes a separate SOW, this Agreement and documents incorporated herein (including but not limited to the Professional Services Addendum) shall control in the event of a conflict with the terms of the SOW.

5. Payment Terms.
a) Fees. Customer shall pay all Subscription, Onboarding and Set-Up fees (“Subscription Fees”) and Professional Service fees (“Professional Service Fees”, collectively the “Fees”) as set forth in an Order Form within thirty (30) days of the date of NEOGOV’s invoice. Fees shall be invoiced annually in advance and in a single invoice for each Term. Unless explicitly stated otherwise in an Order Form, all payments due under an Order Form are expressed in and shall be paid in U.S. dollars. Invoices shall be delivered to the stated “Bill To” party on the Order Form. Unless explicitly provided otherwise, once placed the Order Form is non-cancellable and sums paid nonrefundable. Any invoiced amount that is not received by NEOGOV when due as set forth in an Order Form will be subject to a late payment fee of 1.5% per month or the maximum rate permitted by law, whichever is lower. If any amount owing by Customer is more than 30 days overdue, NEOGOV may, without limiting its other rights and remedies, suspend the Services until such amounts are paid in full. If Subscription Fees are based upon the Authorized User or employee count as may be specified in an Order Form, Customer shall owe NEOGOV supplemental Subscription Fees to the extent Customer exceeds the number of Authorized Users or employees set forth in the Order Form. Except as otherwise specifically stated in the Order Form, NEOGOV may change the charges for the Services with effect from the start of each Renewal Term by providing Customer with new pricing at least thirty (30) day notice prior to commencement of a Renewal Term. The new pricing shall be deemed to be effective if Customer (a) returns an executed Order Form to NEOGOV, (b) remits payment to NEOGOV of the fees set forth in the invoice referencing the new pricing, or (c) the Customer or any of its Authorized Users access or use the Services after the expiration of the previous Term. 30 Item 1.
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 taxes imposed or based on NEOGOV’s net income or those exempt by applicable state law.

Customer shall provide NEOGOV with a certificate or other evidence of such exemption within ten (10) days after the Effective Date of this Agreement and thereafter upon NEOGOV’s request therefor. c) Purchase Orders. Any reference to a purchase order in an Order Form or any associated invoice is solely for Customer's convenience in record keeping, and no such reference or any delivery of services to Customer following receipt of any purchase order shall be deemed an acknowledgement of or an agreement to any terms or conditions referenced or included in any such purchase order. If a purchase order is delivered by Customer in connection with the purchase of Services, none of the terms and conditions contained in such purchase order shall have any effect or modify or supersede the terms and conditions of this Agreement. NEOGOV’s failure to object to terms contained in any such purchase order shall not be a waiver of the terms set forth in this provision or in this Agreement.

6. Term and Termination.
a) Term. This Agreement shall commence on the Effective Date and shall remain in effect until all SaaS Subscriptions have expired and/or both parties have achieved full performance of Professional Services, unless it is terminated earlier in accordance with this Agreement.
b) Termination for Cause; Effect of Termination. Either Party may terminate this Agreement immediately if the other is in material breach of this Agreement and such breach is not cured within thirty (30) days following non-breaching party’s written specification of the breach. NEOGOV may suspend the Services or terminate this Agreement immediately in the event the Services or Customer’s use of the Services provided hereunder pose a security risk to the Services, NEOGOV or any third party, or become illegal or contrary to any applicable law, rule, regulation, or public policy. Upon expiration or any termination of this Agreement, Customer shall cease all use and refrain from all further use of the Services and other NEOGOV Intellectual Property. Additionally, Customer shall be obligated to pay, as of the effective date of such expiration or termination, all amounts due and unpaid to NEOGOV under this Agreement. Unless otherwise specified, following 90 days after expiration or termination of the Agreement NEOGOV may remove Customer Data from NEOGOV Services and without Customer consent or notice.

7. Audit Rights. Upon reasonable notice, NEOGOV or its agent shall have the right to audit Customer’s records relating to its compliance with this Agreement. Customer shall cooperate fully with this audit. If any audit conducted under this Section indicates that any amount due to NEOGOV was underpaid, Customer shall within three (3) business days pay to NEOGOV the amount due. All expenses associated with any such audit shall be paid by NEOGOV unless the audit reveals underpayment in excess of five percent (5%), in which case Customer shall pay such expenses as well as any amount due to NEOGOV.

8. Maintenance; Modifications; Support Services.
a) Maintenance, Updates, Upgrades. NEOGOV maintains NEOGOV’s hardware and software infrastructure for the Services and is responsible for maintaining the NEOGOV server operation and NEOGOV database security. NEOGOV may in its sole discretion, periodically modify, Update, and Upgrade the features, components, and functionality of the Services during the Term. “Update” means any update, bug fix, patch or correction of the Services or underlying NEOGOV software that NEOGOV makes generally available to its customers of the same module, excluding Upgrades.

Updates are automatic and available upon Customer’s next login to the Services following an Update at no additional cost to Customer. “Upgrade” means any update of the Services or underlying NEOGOV software such as platform updates, and major product enhancements and/or new features that NEOGOV makes commercially available. NEOGOV shall have no obligation to provide Upgrades to customers and retains the right to offer Upgrades free of cost or on a per customer basis at additional cost. NEOGOV shall have no liability for, or any obligations to, investments in, or modifications to Customer’s hardware, systems or other software which may be necessary to use or access the Services due to a modification, Update, or Upgrade of the Services. b) Program Documentation; Training Materials. “Program Documentation” shall mean all user guides, training, and implementation material, and Service descriptions provided by NEOGOV to Customer in connection with the Services.

NEOGOV hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use, print, and distribute internally via non-public platforms, the Program Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services. Primary training of NEOGOV Services is conducted by selfreview of online materials. NEOGOV’s pre-built, online training consists of a series of tutorials to introduce the standard features and functions (the “Training Materials”). The Training Materials may be used as reference material by Customer Personnel conducting day-to-day activities.
31 Item 1.
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 implementation time is dependent on the type of Service and the Customer’s responsiveness. NEOGOV is not responsible or liable for any delay or failure to perform implementation caused in whole or in part by Customer's delay in performing its obligations hereunder and, in the event of any such delay, NEOGOV may, in its sole discretion, extend all performance dates as NEOGOV deems reasonably necessary. d) Support. Phone support for the Services is available to Customer Monday through Friday, excluding NEOGOV holidays.

Customer may submit a request for online support for the Services 24 hours a day, seven days a week, and the NEOGOV support desk will acknowledge receipt of the request within a reasonable time. The length of time for a resolution of any problem is dependent on the type of case.
e) Limitations. Unless otherwise specified in the Order Form, this Agreement does not obligate NEOGOV to render any maintenance or support services that are not expressly provided herein, including, but not limited to data uploads, manual data entry, migration services, data conversion, refinement, purification, reformatting, SQL dump, or process consultation.

9. NEOGOV Intellectual Property Rights.
a) NEOGOV shall exclusively own all right, title and interest in and to all pre-existing and future intellectual property developed or delivered by NEOGOV including all Services, products, systems, software (including any source code or object code) or Service Specifications related thereto, Updates or Upgrades, trademarks, service marks, logos and other distinctive brand features of NEOGOV and all proprietary rights embodied therein (collectively, the “NEOGOV Intellectual Property”). This Agreement does not convey or transfer title or ownership of the NEOGOV Intellectual Property to Customer or any of its users. All rights not expressly granted herein are reserved by NEOGOV. Other than recommendation use or as required by law, all use of NEOGOV trademarks must be pre-approved by NEOGOV prior to use. Trademarks shall include any word, name, symbol, color, designation or device, or any combination thereof that functions as a source identifier, including any trademark, trade dress, service mark, trade name, logo, design mark, or domain name, whether or not registered.
b) Customer may, but is not obligated to, provide NEOGOV with suggestions, ideas, enhancement requests, or other feedback (“Feedback”). If Customer provides any such Feedback to NEOGOV, Customer hereby grants NEOGOV a nonexclusive, perpetual, irrevocable, royalty-free license to use all Feedback for any purpose. Feedback is provided to NEOGOV on an “as-is” basis without warranties of any kind.

10. Data Processing and Privacy.
a) Customer Data. “Customer Data” shall mean all data that is owned or developed by Customer, whether provided to NEOGOV by Customer or provided by a third party to NEOGOV in connection with NEOGOV’s provision of Services to Customer, including Personnel data collected, loaded into, or located in Customer data files maintained by NEOGOV.

NEOGOV Intellectual Property, including but not limited to the Services and all derivative works thereof, NEOGOV Confidential Information, and Platform Data do not fall within the meaning of the term “Customer Data”. Customer exclusively owns all right, title, and interest in and to all Customer Data. Customer grants NEOGOV a license to host, use, process, display, create non-personal derivative works of, and transmit Customer Data to provide the Services.

NEOGOV reserves the right to delete or disable Customer Data stored, transmitted or published by Customer using the Services upon receipt of a bona fide notification that such content infringes upon the intellectual property rights of others, or if NEOGOV otherwise reasonably believes any such content is in violation of this Agreement. b) Platform Data. “Platform Data” shall mean any anonymized data reflecting the access to or use of the Services by or on behalf of Customer or any user, including statistical or other analysis and performance information related to the provision and operation of the Services including any end user visit, session, impression, clickthrough or click stream data, as well as log, device, transaction data, or other analysis, information, or data based on or derived from any of the foregoing.

NEOGOV shall exclusively own all right, title and interest in and to all Platform Data. Customer acknowledges NEOGOV may compile Platform Data based on Customer Data input into the Services. Customer agrees that NEOGOV may use Platform Data to the extent and in the manner permitted under applicable law. Such anonymized data neither identifies Customer or its users, nor can Customer or any its users can be derived from such data. 32 Item 1.
5 c) Data Processing Agreement. The parties agree that the terms of the NEOGOV Data Processing Addendum (“DPA”) made available on the NEOGOV Site is hereby incorporated herein by reference and made part of this Agreement and governs NEOGOV's processing of Personal Data.
d) Data Responsibilities.
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 commercially reasonable for NEOGOV to rely upon the security processes and measures utilized by NEOGOV’s cloud infrastructure providers.
ii) Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Data, including but not limited to compliance with applicable laws. NEOGOV will have no responsibility or liability for the accuracy of the Customer Data prior to receipt of such data into the Services. Without limiting the foregoing, Customer shall be solely responsible for and shall comply with all applicable laws and regulations relating to (a) the accuracy and completeness of all information input, submitted, or uploaded to the Services, (b) the privacy of users of the Services, including, without limitation, providing appropriate notices to and obtaining appropriate consents from any individuals to whom Customer Data relates; and (c) the collection, use, modification, alteration, extraction, retention, copying, external storage, disclosure, transfer, disposal, and other processing of any Customer Data.

NEOGOV is not responsible for lost data caused by the action or inaction of Customer or Authorized Users. Unless otherwise mutually agreed in writing, Customer shall not maintain any financial, health, payment card, or similarly sensitive data that imposes specific data security or data protection obligations within the Services. Customer shall provide and institute all appropriate tools and procedures required to ensure the security of its own information system and, more specifically, to prevent, detect and destroy the occurrence of any viruses. e) Breach Notice. NEOGOV will notify Customer of unauthorized access to, or unauthorized use, loss or disclosure of Customer Data within its custody and control (a “Security Breach”) within 72 hours of NEOGOV’s confirmation of the nature and extent of the same or when required by applicable law, whichever is earlier. Each party will reasonably cooperate with the other with respect to the investigation and resolution of any Security Breach. If applicable law or Customer’s policies require notification of its Authorized Users or others of the Security Breach, Customer shall be responsible for such notification.
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 third parties through the Services (“Third Party Services”). Customer agrees that NEOGOV is not the original source and shall not be liable for any inaccuracies contained in any content provided in any of the Third Party Services. NEOGOV makes no representations, warranties or guarantees with respect to the Third Party Services or any content contained therein. NEOGOV may discontinue access to any Third Party Services through the Services if the relevant agreement with the applicable third party no longer permits NEOGOV to provide such access. If loss of access to any Third Party Services (to which Customer has a subscription under this Agreement) occurs during a Subscription Term, NEOGOV will refund to Customer any prepaid fees for such Third Party Services covering the remainder of the Subscription Term.

12. Nondisclosure.
33 Item 1.
6 a) Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer's Confidential Information includes its Customer Data. NEOGOV Confidential Information includes the NEOGOV Intellectual Property and the Services. The Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such 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 any third party’s proprietary or privacy rights, including intellectual property rights; (2) Customer Data does not contain any viruses, worms, Trojan horses, or other harmful or destructive code or content; and (3) Customer will use the Service in compliance with all laws, rules, regulations, and this Agreement. c) Service Performance Warranty. NEOGOV warrants that it provides the Services using a commercially reasonable level of care and skill and in a professional manner in accordance with generally recognized industry standards for similar services.
d) No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS WARRANTY SECTION, THE SERVICES AND ANY OTHER INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND CUSTOMER’S USE OF THE SERVICES IS AT ITS OWN RISK. NEOGOV DOES NOT MAKE, AND

HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING,

BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,

NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NEOGOV DOES NOT WARRANT THAT THE SERVICES WILL BE

UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ANY ERROR WILL BE CORRECTED.
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 34 Item 1.
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 PARTIES CAN IMPAIR OR DISRUPT CUSTOMER’S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ALTHOUGH NEOGOV WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL

ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, NEOGOV CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, NEOGOV DISCLAIMS ANY AND

ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS OR WITH RESPECT TO ANY THIRD PARTY SERVICES.
f) No Medical Advice. Through certain Services, NEOGOV may make certain telehealth related information available to Customer and/or facilitate user access to telemedicine, expert medical services, and/or emergency medical services.

NEOGOV is independent from healthcare providers who provide telemedicine services and is not responsible for such healthcare providers’ acts, omissions or for any content or communications made by them. The Services do not provide medical advice and do not create a healthcare provider/patient relationship between Customer and NEOGOV or otherwise. Any Services, or content accessed from the Services, are for informational purposes only and do not constitute medical advice. Customer should seek professional medical advice, diagnosis, and/or treatment for any and all medical conditions, whether as a result of using Services or otherwise. NEOGOV IS NOT RESPONSIBLE OR LIABLE FOR

ANY ADVICE, COURSE OF TREATMENT, DIAGNOSIS OR ANY OTHER TREATMENT OR INFORMATION THAT CUSTOMER OR ITS USERS MAY OBTAIN THROUGH THE USE OF THE SERVICES.

14. Indemnification.
a) Customer Indemnity. To the extent permitted by applicable law, Customer will defend and indemnify NEOGOV from and against any claim, demand, suit or proceeding made or brought against NEOGOV (i) by a third party alleging that any Customer Data infringes or misappropriates such third party's intellectual property rights, (ii) in connection with Customer’s violation of any applicable laws, or (iii) any claim or allegation by any third party resulting from or related to Customer’s or any of its Authorized User’s breach of Section 3 of this Agreement. b) NEOGOV Indemnity. Subject to subsections 14(b)(i) through 14(b)(iii) and 14(c) of this Section, if a third party makes a claim against Customer that any NEOGOV intellectual property furnished by NEOGOV and used by Customer infringes a third party’s intellectual property rights, NEOGOV will defend the Customer against the claim and indemnify the Customer from the damages and liabilities awarded by the court to the third-party claiming infringement or the settlement agreed to by NEOGOV.
i) Alternative Resolution. If NEOGOV believes or it is determined that any of the Services may have violated a third party’s intellectual property rights, NEOGOV may choose to either modify the Services to be non-infringing or obtain a license to allow for continued use. If these alternatives are not commercially reasonable, NEOGOV may end the subscription or license for the Services and refund a pro-rata portion of any fees covering the whole months that would have remained, absent such early termination, following the effective date of such early termination. ii) No Duty to Indemnify. NEOGOV will not indemnify Customer if Customer alters the Service or Service Specifications, or uses it outside the scope of use or if Customer uses a version of the Service or Service Specifications which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Services or Service Specifications which was provided to Customer, or if the Customer continues to use the infringing material after the subscription expires. NEOGOV will not indemnify the Customer to the extent that an infringement claim is based upon any information, design, specification, instruction, software, data, or material not furnished by NEOGOV. NEOGOV will not indemnify Customer for any portion of an infringement claim that is based upon the combination of Service or Service Specifications with any products or services not provided by NEOGOV. NEOGOV will not indemnify Customer for infringement caused by Customer’s actions against any third party if the Services as delivered to Customer and used in accordance with the terms of the Agreement would not otherwise infringe any third-party intellectual property rights. iii) Exclusive Remedy. This Section provides the exclusive remedy for any intellectual property infringement claims or damages against NEOGOV.
c) Indemnification Procedures. In order to receive the indemnities described hereunder, the indemnified party must: (i) promptly notify the indemnifying party, in writing, of any claim; (ii) cooperate reasonably with indemnifying party, at the indemnifying party’s expense, in the defense and/or settlement thereof; and (iii) allow the indemnifying party to control the defense and/or settlement thereof except that the indemnifying party may not, without the indemnified party’s prior written consent, enter into any settlement that does not unconditionally release the indemnified party from liability.

The indemnified party shall have the right to participate in any defense of a claim and/or to be represented by counsel of 35 Item 1.
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 CUSTOMER’S OBLIGATIONS TO MAKE PAYMENT UNDER

THIS AGREEMENT, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS

AGAINST THE OTHER PARTY UNDER THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO

BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL

OR EQUITABLE THEORY, SHALL NOT EXCEED THE AMOUNT OF ALL PAYMENTS ACTUALLY RECEIVED BY NEOGOV FROM CUSTOMER IN CONNECTION WITH THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT INITIALLY GIVING RISE TO SUCH LIABILITY. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT.

16. Reimbursement of Costs in Third Party Litigation. With respect to any litigation or other court proceeding involving Customer and a third party, if any subpoena or other legally binding request related to such litigation or court proceeding is served to NEOGOV requesting copies of documents maintained by NEOGOV or otherwise requesting NEOGOV to appear as a witness in any capacity or provide testimony with respect to Customer’s documentation, Customer shall reimburse NEOGOV for its out-of-pocket costs associated with compliance with such request, including but not limited to NEOGOV’s reasonable attorneys’ fees.

17. EOL Products. NEOGOV may, in its discretion, at certain times elect to discontinue development, distribution and/or support of any Service or any elements or versions of any Service, and thereby designate such Service or elements or versions as end of life (“EOL”). In the event that NEOGOV elects to announce EOL for any Service, NEOGOV will provide six (6) months prior notice. Customer will have a period of six (6) months after receipt of such notice to upgrade to the last commercially available (non-EOL) version of the Service, if applicable, or otherwise following the expiration of such six (6) month period, the Service shall be deemed terminated without penalty and a pro rata refund shall be provided to Customer for the remaining term of the Service. During the 6-month notice period, Customer may continue exercising all of the rights set forth in this Agreement with respect to such EOL Service.

18. Text Message Communications. NEOGOV may offer Personnel the opportunity to receive text messages regarding job application or hiring process reminders, applicant status updates, or other human resource related notices. Since these text message services depend on the functionality of third-party providers, there may be technical delays on the part of those providers. NEOGOV may make commercially reasonable efforts to provide alerts in a timely manner with accurate information, but cannot guarantee the delivery, timeliness, or accuracy of the content of any alert. NEOGOV shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert. NEOGOV cannot vouch for the technical capabilities of any third parties to receive such text messages. To the extent you utilize text messaging features, NEOGOV shall not be responsible for your use of such features, and you shall indemnify NEOGOV with respect to any damages resulting from your use including but not limited any violations of applicable law. NEOGOV MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO: (a) THE AVAILABILITY OF TELECOMMUNICATION SERVICES; (b) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (c) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS, OR SETTINGS CONNECTED WITH THE SERVICES. 36 Item 1.
9 19. Publicity. Unless otherwise provided in the applicable Order Form, NEOGOV may identify Customer as one of its customers and use Customer’s logo for such purposes, subject to any trademark usage requirements specified by Customer.

20. Force Majeure. Except for Customer’s payment obligations to NEOGOV, neither party shall be liable for any damages, costs, expenses or other consequences incurred by the other party or by any other person or entity for any act, circumstance, event, impediment or occurrence beyond such party’s reasonable control, including, without limitation: (a) acts of God; (b) changes in or in the interpretation of any law, rule, regulation or ordinance; (c) strikes, lockouts or other labor problems; (d) transportation delays; (e) unavailability of supplies or materials; (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 “Fulfillment Partner”), without notice to, or the consent of, Customer, to perform such tasks and functions to complete any Services.

22. Entire Agreement; Amendment; Addendum. This Services Agreement, the Exhibits hereto, each Addendum (as may be applicable pursuant to the terms therein) and documents incorporated herein, the applicable Order Form, and Special Conditions (if any) constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous oral and written statements of any kind whatsoever made by the parties with respect to such subject matter. It is expressly agreed that the terms of this Agreement and any NEOGOV Order Form shall supersede the terms in any non-NEOGOV purchase order or other ordering document. Notwithstanding the foregoing, any conflict of terms shall be resolved by giving priority in accordance with the following order: 1) Special Conditions (if any), 2) NEOGOV Order Form, 3) the NEOGOV Services Agreement, and 4) incorporated documents (including the Exhibits and each applicable Addendum). This Agreement supersedes the terms and conditions of any clickthrough agreement associated with the Services.

This Agreement may not be modified or amended (and no rights hereunder may be waived) except through a written instrument signed by the parties to be bound. If you are subscribing for the 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.
37 Item 1.
10 f) Assignment. Customer may not assign this Agreement without the express written approval of NEOGOV Any attempt at assignment in violation of this Section shall be null and void. g) Construction. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, addendum, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein. h) Subcontractors. For purposes of this Agreement, including any subsequent documentation requested by Customer pursuant to this Agreement, the term "subcontractors" shall exclude subcontractors (i) who perform routine software development and maintenance services which are not specific to the Customer, (ii) subcontractors who will not have any access to Customer Data, and (iii) subcontractors who have access to Customer Data solely within NEOGOV's or Customer's systems.
38 Item 1.
11 Exhibit A
Government Customer Addendum
If Customer is a Government Customer, the following Government Customer Addendum (“Government Addendum”) forms part of the Services Agreement, and in the case of any conflict or inconsistency between the terms and provisions of this Addendum and any other provision of the Services Agreement, the terms of this Government Addendum shall control. For purposes hereof, a “Government Customer” means a Customer which is a (a) U.S. Federal agency, (b) state government, agency, department, or political subdivision (including a city, county or municipal corporation), or (c) instrumentality of any of the foregoing (including a municipal hospital or municipal hospital district, police or fire department, public library, park district, state college or university, Indian tribal economic development organization, or port authority).

1. Applicability. The provisions of this Addendum shall apply only if Customer is a Government Customer under the Services Agreement.

2. Termination for Non-Appropriation of Funds on Multi-Year Deals. Customer represents that it has received sufficient appropriation of funds by the applicable legislature (or other appropriate governmental body) (“Governmental Appropriation”) for the first year of the term of any Order Form executed by Customer (the “First Year” and all such years following the First Year which are included in the term of an Order Form, the “Future Years”). If Customer is subject to federal, state or local law which makes Customer’s financial obligations under this Services Agreement contingent upon Governmental Appropriation, and if such funds are not forthcoming or are insufficient due to failure of such Governmental Appropriation, then Customer will have the right to terminate the then remaining portion of any Future Years under the Services Agreement at no additional cost and with no penalty by giving prior written notice documenting the lack of funding. Customer will provide at least thirty (30) days advance written notice of such termination. Customer will use reasonable efforts to ensure appropriated funds are available. It is expressly agreed that Customer shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis, which affects generally its fiscal operations. If Customer terminates the Services Agreement under this Section 2, Customer agrees not to replace the Services with functionally similar products or services for a period of one year after the termination of the Services Agreement.

3. Indemnification. If Customer is prohibited by federal, state or local law from agreeing to hold harmless or indemnify third parties, Section 14(a) and the indemnification provision included in Section 18 of the Services Agreement shall not apply to Customer, to the extent disallowed by applicable law.

4. Open Records. If the Customer is subject to federal or state public records laws, including laws styled as open records, freedom of information, or sunshine laws (“Open Records Laws”) the confidentiality requirements of Section 12 of the Services Agreement apply only to the extent permitted by Open Records Laws applicable to the Customer. This Section is not intended to be a waiver of any of the provisions of the applicable Open Records Laws, including, without limitation, the requirement for the Customer to provide notice and opportunity for NEOGOV to assert an exception to disclosure requirements in accordance with the applicable Open Records laws.

5. Cooperative Purchasing. As permitted by law, it is understood and agreed by Customer and NEOGOV that any (i) federal, state, local, tribal, or other municipal government (including all administrative agencies, departments, and offices thereof); (ii) any business enterprise in which a federal, state, local, tribal or other municipal entity has a full, majority, or other controlling interest; and/or (iii) any public school (including without limitation K-12 schools, colleges, universities, and vocational schools) (collectively referred to as the “New Entity”) may purchase the Services specified herein in accordance with the terms and conditions of this Agreement. It is also understood and agreed that each New Entity will establish its own contract with NEOGOV, be invoiced therefrom and make its own payments to NEOGOV in accordance with the terms of the contract established between the New Entity and NEOGOV. With respect to any purchases by a New Entity pursuant to this Section, Customer: (i) shall not be construed as a dealer, re-marketer, representative, partner or agent of any type of NEOGOV, or such New Entity; (ii) shall not be obligated, liable or responsible for any order made by New Entities or any employee thereof under the agreement or for any payment required to be made with respect to such order; and (iii) shall not be obliged, liable or responsible for any failure by any New Entity to comply with procedures or requirements of applicable law or to obtain the due authorization and approval necessary to purchase under the agreement. Termination of this Agreement shall in no way limit NEOGOV from soliciting, entering into, or continuing a contractual relationship with any New Entity. Any New Entity who purchases Services under this Section hereby represents that is has the authority to use this Services Agreement for the purchase and that the use of the Services Agreement for the purchase is not prohibited by law or procurement regulations applicable to the New Entity.
39 Item 1.
12 Exhibit B
Integration Terms Addendum
NEOGOV offers integrations and platform APIs for integrations to third party systems (“Integration Services”). Customer may use only those Integration Services purchased or subscribed to as listed within the NEOGOV Order Form. The following terms (the “Integration Terms Addendum”) shall apply to the extent that Customer utilizes a system integration between the Services and either: (a) an affiliated integrated service, including those found at https://api.neogov.com/connect/marketplace.html (“Affiliated API”) or to the extent that Customer utilizes a system integration between the Services and an unaffiliated third-party service (“Customer Application”) integrated using NEOGOV’s open API (“Open API”). Integration Services are not available for 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 API for communication between Customer’s human resource related third application(s) that will interoperate with NEOGOV Services (collectively these uses shall be referred to as the “API” or “Integration”). Customer acknowledges there are no implied licenses granted under this Agreement. NEOGOV reserves all rights that are not expressly granted.

Customer may not use the API for any other purpose without our prior written consent. Customer may not share the API with any third party, must keep the API and all log-in information secure, and must use the API key as Customer sole means of accessing the API.

2. Integration Intellectual Property. All right, title, and interest in the API and any and all information, data, documents, materials, inventions, technologies, know-how, descriptions, requirements, plans, reports, works, intellectual property, software, hardware, systems, methods, processes, and inventions, customizations, enhancements, improvements and other modifications based on or derived from the API are and will remain, as appropriate, with NEOGOV. All right, title, and interest in and to the third-party materials, includingall intellectual property rights therein, are and will remain with their respective third-party rights holders subject to the terms and conditions of the applicable third-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 rightor other right of any person, or that violates any applicable law; combine or integrate the API with any software, technology, services, or materials not authorized by NEOGOV; design or permit Customer Application(s) to disable, override, or otherwise interfere with any NEOGOV-implemented communications to end users, consent screens, user settings, alerts, warning, or the like; use the API in any of Customer Application(s) to replicate or attempt to replace the user experience of the Services; or attempt to cloak or conceal Customer identity or the identity of Customer Application(s) when requesting authorization to use the API.

4. Customer Integration Responsibilities. Customer, Customer developed web or other software services or applications, and Customer third-party vendors that integrate with the API (collectively the “Customer Applications”), shall comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on https://api.neogov.com/connect/index.html from time to time. In addition, Customer will not use the API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware,or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email (“spam”), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities.

5. Cooperation. If applicable, Customer shall timely provide such cooperation, assistance, and information as NEOGOV reasonably requests to enable the API. NEOGOV is not responsible or liable for any late delivery or delay or failure of performance caused in wholeor in part by Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement. NEOGOV will provide Customer maintenance and support services for API issues arising from the information technology designed, developed, and under then current control of NEOGOV. NEOGOV shall have no obligation to provide maintenance or support for issues arising from the inaction or action of Customer or third parties of which are outside NEOGOV control.

6. Provision of Open API. In the event license fees or other payments are not due in exchange for the right to use and access the Open API, you acknowledge and agree that this arrangement is made in consideration ofthe mutual covenantssetforth 40 Item 1.
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 agreesto monitor Customer Applications for any activity that violates applicable laws, rules and regulation, or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior.

This Agreement does not entitle Customer to any support for the Open API. You acknowledge that NEOGOV may update or modify the Open API from time to time and at our sole discretion and may require you to obtain and use the most recent version(s). You are required to make any such changes to Customer Applications that are required for integration as a result of such Update at Customer sole cost and expense. Updates may adversely affect how Customer Applications communicate with the Services.

8. Efficient Processing. You must use efficient programming, which will not cause an overwhelming number of requests to be made in too short a period of time, as-determined solely by NEOGOV. If this occurs, NEOGOV reserves the right to throttle your API connections,or suspend or terminate your access to the Open API. NEOGOV shall use reasonable efforts to provide Customer notice and reasonable time to cure prior to taking such actions.

9. Open API Limitations. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT

WILL NEOGOVBE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT,

NEGLIGENCE, STRICTLIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, LOST

PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF

BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE OPEN API; OR ANY DAMAGES, IN THE

AGGREGATE, IN EXCESS OF FIFTY DOLLARS, EVEN IF NEOGOV HAS BEEN ADVISED OF THE

POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR NEOGOV WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU

MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.

10. Open API Termination. Notwithstanding the additional Termination rights herein, NEOGOV may immediately terminate or suspend Customer access to Open APIs in our sole discretion at any time and for any reason, with or without notice or cause. In addition, your Open API subscription will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. 41 Item 1.

THIS IS NOT AN INVOICE
Contract Records Order Details
Account Number: A-698486 Order #: Q-381014
Customer: Oroville, City of (CA) Valid Until: 7/31/2025 Effective Employee Count: 128
Sales Rep: Wesley Taylor Start Date: Last signature date Customer Contact
Billing Contact: Oroville, City of (CA) Shipping Contact : Oroville, City of (CA) Megan Williams
Billing Address: 1735 Montgomery St. Shipping Address: 1735 Montgomery St.

Oroville, CA 95965 Oroville, CA 95965
Billing Contact Email: Shipping Contact Email: [email protected] Billing Phone: Shipping Phone: (530) 538-2404
Payment Terms
Payment Term: Net 30 Notes:

PO Number:

Subscription Service
Year 1
Item Type Term
(Months)
License Type Total (USD)
Insight Subscription Recurring 12 Employee Based $5,344.80 Insight Setup Services 12 Employee Based $4,000.00
Governmentjobs.com Subscription Recurring 12 Employee Based $1,680.80 Candidate Text Messaging Subscription Recurring 12 Employee Based $534.40 Candidate Text Messaging Setup Services 12 Employee Based $0.00 Year 1 TOTAL: $11,560.00
Year 2
Item Type Term
(Months)
License Type Total (USD)
Insight Subscription Recurring 12 Employee Based $6,681.00 Governmentjobs.com Subscription Recurring 12 Employee Based $2,101.00 Candidate Text Messaging Subscription Recurring 12 Employee Based $668.00 Year 2 TOTAL: $9,450.00

Page 1 of 3 ends

Agreement No. 3557
42 Item 1.

Year 3
Item Type Term
(Months)
License Type Total (USD)
Insight Subscription Recurring 12 Employee Based $7,081.86 Governmentjobs.com Subscription Recurring 12 Employee Based $2,227.06 Candidate Text Messaging Subscription Recurring 12 Employee Based $691.08 Year 3 TOTAL: $10,000.00
Total: | $31,010.00
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 Service Order are exclusive of all applicable taxes, levies, or duties imposed by taxing authorities and Customer shall be responsible for payment of any such applicable taxes, levies, or duties. All payment obligations are non-cancellable, and all fees paid are non-refundable. Payment for services ordered hereunder shall be made to Governmentjobs.com, Inc., (D/B/A NEOGOV).

Terms & Conditions: This Order Form creates a legally binding contract on the parties. Unless otherwise agreed in a written agreement between GovernmentJobs.com, Inc. (D/B/A/ NEOGOV), parent company of PowerDMS, Inc., Cuehit, Inc., Ragnasoft LLC (D/B/A/ PlanIT Schedule), and Design PD, LLC (D/B/A Agency360) (collectively, “NEOGOV”) and Customer, this Order Form and the services to be furnished pursuant to this Order Form are subject to the terms and conditions set forth here: https://www.neogov.com/service-specifications. The Effective Date (as defined in the terms and conditions) shall be the Subscription Start Date.

Special Condition:

If this Order Form is executed and/or returned to NEOGOV by the Customer after the Subscription Start Date stated in this Order Form, NEOGOV may adjust the Subscription Start Date and the corresponding Subscription End Date, without increasing the total fees, based on the date NEOGOV activates the subscription, provided the total length of the subscription term does not change. Following activation, any adjustments to such Subscription Start Date and Subscription End Date may be confirmed by reference to the invoice sent by NEOGOV.

Page 2 of 3 ends

Agreement No. 3557
43 Item 1.

Your signature below constitutes acceptance of terms herein and contractual commitment to purchase the items listed above.

Accepted and Agreed By Authorized Representative of:

Oroville, City of (CA)
Signature:

Printed Name:

Title:

Date
THE INFORMATION AND PRICING CONTAINED IN THIS ORDER FORM IS STRICTLY CONFIDENTIAL.

Page 3 of 3 ends

Agreement No. 3557
44 Item 1.

June 17, 2025~4:00 PM Oroville City Council Meeting Minutes Page 1 of 7

OROVILLE CITY COUNCIL
Council Chambers
1735 Montgomery Street
Oroville, CA. 95965
June 17, 2025

REGULAR MEETING

MINUTES

CALL TO ORDER / ROLL CALL
Council Members: Chuck Reynolds, Scott Thomson, Tracy Johnstone, Janet Goodson, Shawn Webber, Vice Mayor Eric Smith, Mayor David Pittman (All present)

CLOSED SESSION
The Council held a Closed Session on the following:

1. Pursuant to Government Code section 54956.9(d)(2), the Council met with the City Administrator and City Attorney regarding potential exposure to litigation – Two cases.

2. Pursuant to Government Code Section 54957, the Council met with the Personnel Officer to discuss Public Employee Performance Evaluations. Position Title: Department Heads and Contract Employees

OPEN SESSION

1. Announcement from Closed Session – Direction given; no action taken.

2. Pledge of Allegiance – Led by Asst. City Attorney David Ritchie

3. Adoption of Agenda – Note: Exhibit on Item 9 had a typo, the correction was read into the record.

Motioned by: Council Member Goodson Seconded by: Council Member Johnstone AYES: Council Member(s) Reynolds, Thomson, Johnstone, Goodson, Webber, Vice Mayor Smith, Mayor Pittman
NOES: None
ABSENT: None
ABSTAINED: None
45 Item 2.

June 17, 2025~4:00 PM Oroville City Council Meeting Minutes Page 2 of 7

PRESENTATIONS AND PROCLAMATIONS

1. DEVELOPER PRESENTATION REGARDING THE FORMATION OF COMMUNITY

FACILITIES DISTRICTS
The City Council received a presentation from a developer team proposing market-rate housing projects. The City Council provided direction to staff to continue working with the developer on their proposed housing projects, including analysis of a potential community facilities district (CFD) to support infrastructure, with any formal CFD proposal to be brought back to the City Council for approval.

2. FISCAL SUSTAINABILITY DISCUSSION
Brian Wong, submitted public comment on this item.

The City Council received a presentation on the City’s fiscal sustainability from NHA Advisors and accepted it for information.

PUBLIC COMMUNICATION – HEARING OF NON-AGENDA ITEMS
The following member(s) of the public submitted public comment on this item: Bill Speer, Loni Lind, Bruce Harck, and Ed Hopkins.

REPORTS / DISCUSSIONS

1. Council Announcements and Reports:

Council Member Thomson – Notified City Council and staff that he will not be at the next meeting.

2. Administration Reports:

Brian Ring, City Administrator – Announced that City Hall will be closed Juneteenth, and the Federal and State lobbyists will need 2 Council Members to serve in an advisory capacity to relay the City’s needs. More to come on this.

Ruth Duncan, Finance Director – Notified City Council she will not be at the next meeting.

CONSENT CALENDAR
Consent calendar items 1, 3- 7 were adopted in one action by the Council.

AYES: Council Member(s) Reynolds, Thomson, Johnstone, Goodson, Webber, Vice Mayor Smith, Mayor Pittman
NOES: None
ABSENT: None
ABSTAINED: None
46 Item 2.

June 17, 2025~4:00 PM Oroville City Council Meeting Minutes Page 3 of 7

1. HOMELESS MANAGEMENT INFORMATION SERVICES
The City Council approved entering into a three-year agreement to provide Homeless Management Information Services as described in the attached Memorandum of Understanding between Butte County’s Department of Employment and Social Services (DESS) and the City of Oroville.

2. MEMORANDUM OF UNDERSTANDING WITH OROVILLE RESOURCE CENTER AND

RESCUE MISSION (ORC) FOR ESPERANZA VILLAGE
The City Council approved a Memorandum of Understanding (MOU) with Oroville Resource Center and Rescue Mission (ORC) for the use of the City’s mobile restroom and shower trailer unit for the use at Esperanza Village for a period of three (3) years. Resolution No. 9384 was adopted by the following vote:

Motioned by: Council Member Goodson Seconded by: Council Member Johnstone AYES: Council Member(s) Reynolds, Thomson, Johnstone, Goodson, Vice Mayor Smith, Mayor Pittman
NOES: None
ABSENT: None
ABSTAINED: Council Member Webber

3. APPLICATION FOR AIRPORT FEDERAL ASSISTANCE
The City Council authorized the acceptance and execution grant offers (once received) to complete the airport crack seal and marking upgrade projects for FY25–26.

4. PROFESSIONAL SERVICES AGREEMENT WITH BRANDLEY ENGINEERING INC. FOR,

ARCHITECTURAL, ENGINEERING, AND CONSTRUCTION MANAGEMENT SERVICES FOR

THE OROVILLE MUNICIPAL AIRPORT
The City Council approved a five-year Professional Services Agreement with Brandley Engineering Inc., Consulting Airport Engineer (Brandley), for Architectural and Engineering Services for the Oroville Municipal Airport by adopting Resolution No. 9386.

5. APPROVAL AND AUTHORIZATION FOR MAYOR TO SIGN CONTRACT FOR ON-CALL ENVIRONMENTAL SERVICES WITH ECORP CONSULTING, INC.

The City Council authorized the Mayor to sign an on-call environmental services contract with ECORP Consulting, Inc. in an amount not to exceed $75,000.

6. CONSIDER AND APPROVE REVISED JOB DESCRIPTION FOR GEOGRAPHICAL

INFORMATION SYSTEM (GIS) SPECIALIST AND CONFIRM SALARY RANGE The City Council adopted a revised job descriptions for GIS Specialist and confirm the salary range.

7. APPROVAL OF JUNE 3, 2025 CITY COUNCIL REGULAR MEETING MINUTES The City Council approved the regular meeting minutes of June 3, 2025. 47 Item 2.

June 17, 2025~4:00 PM Oroville City Council Meeting Minutes Page 4 of 7

REGULAR BUSINESS

8. UPDATE OF USER AND REGULATORY FEES
The City Council adopted Resolution No. 9387 updating and establishing user and regulatory fees by the following vote:

Motioned by Council Member Goodson Seconded by: Vice Mayor Smith AYES: Council Member(s) Reynolds, Thomson, Johnstone, Goodson, Webber, Vice Mayor Smith, Mayor Pittman
NOES: None
ABSENT: None
ABSTAINED: None

9. NEW CONTRACT WITH CALIFORNIA DEPARTMENT OF FORESTRY AND FIRE

PROTECTION (CAL FIRE) FOR FUTURE FIRE PROTECTION SERVICES AND COST

ANALYSIS
The City Council approved entering into a new three-year contract with CAL FIRE to extend fire protection services by the following vote:

Motioned by Council Member Thomson Seconded by: Vice Mayor Smith AYES: Council Member(s) Reynolds, Thomson, Johnstone, Goodson, Webber, Vice Mayor Smith
NOES: Mayor Pittman
ABSENT: None
ABSTAINED: None

10. ADOPTED BUDGET FOR 2025-26
The City Council approved the fiscal year 2025-26 Budget for Council adoption by the following vote:

Motioned by Council Member Goodson Seconded by: Vice Mayor Smith AYES: Council Member(s) Reynolds, Thomson, Johnstone, Goodson, Webber, Vice Mayor Smith
NOES: Mayor Pittman
ABSENT: None
ABSTAINED: None

11. COMMUNITY NAVIGATOR UPDATE
The following member of the public submitted public comment on this item: Erin Murray.

The City Council shall receive an update on the City of Oroville Community Navigator and accepted it for information.
48 Item 2.

June 17, 2025~4:00 PM Oroville City Council Meeting Minutes Page 5 of 7

12. HOUSING NAVIGATION SERVICES
The City Council approved entering into a one-year agreement to provide Housing Navigation Services as described in the included Memorandum of Understanding between Butte County’s Department of Employment and Social Services and the City of Oroville by the following vote:

Motioned by Council Member Goodson Seconded by: Council Member Johnstone AYES: Council Member(s) Reynolds, Thomson, Johnstone, Goodson, Webber, Vice Mayor Smith, Mayor Pittman
NOES: None
ABSENT: None
ABSTAINED: None

13. POTENTIAL FEASIBILTY STUDY FOR THE DRAFT 2025 ANNEXATION STRATEGY FOR

THE CITY OF OROVILLE
The City Council authorized staff to appropriate $49,425.00 to study the feasibility of a series of annexations around the edges of the city, and to develop a systematic plan for annexing those areas deemed feasible. The City Council also adopted Resolution No. 9389 by the following vote:

Motioned by Council Member Thomson Seconded by: Council Member Webber AYES: Council Member(s) Reynolds, Thomson, Johnstone, Goodson, Webber, Vice Mayor Smith, Mayor Pittman
NOES: None
ABSENT: None
ABSTAINED: None

14. ADOPTION OF RESOLUTION AUTHORIZING THE CITY OF OROVILLE TO JOIN PIONEER

COMMUNITY ENERGY AND EXECUTE THE JOINT POWERS AGREEMENT The City Council provided direction to the City Administrator to execute the Amended and Restated Joint Powers Agreement (JPA) for Pioneer Community Energy. Execution of the JPA will allow the City of Oroville to become a Voting Member of the Pioneer Joint Powers Authority and participate in the Community Choice Aggregation (CCA) program administered by Pioneer by the following vote:

June 17, 2025~4:00 PM Oroville City Council Meeting Minutes Page 6 of 7

15. EMPLOYMENT CONTRACT WITH JASON WINES FOR POSITION OF POLICE CHIEF The City Council approved entering into an employment contract with Jason Wines for the position of Police Chief with an annual compensation of $190,612. The City Council adopted Resolution No. 9390 by the following vote:

Motioned by Council Member Webber Seconded by: Council Member Thomson AYES: Council Member(s) Reynolds, Thomson, Johnstone, Goodson, Webber, Vice Mayor Smith, Mayor Pittman
NOES: None
ABSENT: None
ABSTAINED: None

16. EMPLOYMENT CONTRACT AMENDMENT WITH ALYSSA STUTZ AS PUBLIC WORKS

DIRECTOR
The City Council approved entering into an employment contract with Alyssa Stutz for the position of Public Works Director with an annual compensation of $166,345. The City Council adopted Resolution 9391 by the following vote:

Motioned by Council Member Webber Seconded by: Council Member Johnstone AYES: Council Member(s) Reynolds, Thomson, Johnstone, Goodson, Webber, Vice Mayor Smith, Mayor Pittman
NOES: None
ABSENT: None
ABSTAINED: None

17. BOLT ANTIQUE MUSEUM RESOLUTION
The City Council approved Resolution No. 9392 regarding the continued operation and ownership of the Bolt Antique Tool Museum by the following vote:

June 17, 2025~4:00 PM Oroville City Council Meeting Minutes Page 7 of 7

18. PLACEMENT OF SOLID WASTE LIENS ON THE 2025-26 PROPERTY TAX ROLL The City Council approved the placement of solid waste liens from Recology on the 2025-26 property tax roll by adopting Resolution No. 9385 by the following vote:

Motioned by Council Member Johnstone Seconded by: Council Member Webber AYES: Council Member(s) Reynolds, Thomson, Johnstone, Goodson, Webber, Vice Mayor Smith, Mayor Pittman
NOES: None
ABSENT: None
ABSTAINED: None

PUBLIC HEARINGS

19. INFORMATIONAL PRESENTATION – ASSEMBLY BILL 2561 (AB 2561) Public Hearing opened at 6:17PM. Public Hearing closed at 6:34PM.

The City Council heard a presentation on Assembly Bill (AB) 2561. Megan Williams of Human Resources, and Keliecia Riley of the Police Deparment presented staffing data, such as vacancies, recruitment, and retention efforts, at least once per fiscal year and prior to budget adoption. The City Council accepted this for information.

PUBLIC COMMUNICATION – HEARING OF NON-AGENDA ITEMS
No additional public comment received.

FUTURE AGENDA ITEMS / CORRESPONDENCE

1. Future Agenda Items – None.

2. Correspondence
i. Business Assistance and Housing Development Monthly Report – May 2025

ADJOURN THE MEETING
The meeting was adjourned at 9:20PM.
__________________________________ _______________________________ Brian Ring, City Clerk David Pittman, Mayor
51 Item 2.

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CITY OF OROVILLE

STAFF REPORT
TO: MAYOR PITTMAN AND COUNCIL MEMBERS
FROM: BRIAN RING, CITY ADMINISTRATOR
RE: RUDDY CREEK LIFT STATION EXPANSION AGREEMENT WITH

SEWERAGE COMMISSION OROVILLE REGION
DATE: JULY 1, 2025

SUMMARY
The City Council shall consider an agreement with Sewerage Commission Oroville Region (SCOR) for the partial payment of expansion to the Ruddy Creek lift station.

DISCUSSION
On September 12, 1985, then City Public Works Director Kirt Hunter initiated formal discussions with SCOR for upgrading / expanding the Ruddy Creek Pump Station. Such an expansion would allow sewer to be extended to the airport as well as to future development. The City agreed to pay for the costs of this expansion.

In June and August of 1986, conversations took place between then City Attorney Charles Lueder and SCOR Attorney, Leo Battle. These conversations resulted in a letter from Mr.

Lueder to Mr. Battle memorializing the fact that the City would take responsibility for all of the construction components related to upgrading and expanding the Ruddy Creek Lift Station for future development.

For a multitude of reasons, this project was delayed for some 39 years, and in the last couple of years it has gained momentum to get completed. Costs over the last 39 years have clearly increased.

Recent cost estimates anticipate the construction costs to be over $3.4 million. The agreement reached between the City and SCOR places a cap on the City’s obligation to this project at $3.25 million. If the project were to come in below budget and below the $3.25 million commitment, the City would be reimbursed the difference. If the projects comes in above $3.25 million, those additional costs will be the responsibility of SCOR.

FISCAL IMPACT
Up to $3.25 million from the City sewer fund.
52 Item 3.

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ACTION REQUESTED -
APPROVE AGREEMENT WITH SEWERAGE COMMISSION OROVILLE REGION; AND AUTHORIZE MAYOR AND CITY ADMINISTRATOR TO SIGN THE AGREEMENT. 53 Item 3.

A-3558

AGREEMENT FOR PAYMENT OF RUDDY CREEK LIFT STATION

IMPROVEMENTS
This AGREEMENT (the “Agreement”), dated July 1, 2025, is by and between the City Oroville ("City"), a California municipal corporation, and Sewerage Commission-Oroville Region, Oroville (“District”), a duly organized joint powers agency under Government Code Section 6500, et seq. The “Effective Date” of this Agreement shall be the first date upon which both City and District have executed this Agreement.

RECITALS
A. District purchased property located at 1551 Oro Dam Blvd, Oroville, CA, in the City of Oroville, at APN 030-212-046, which is referred to as the “Property.” District purchased said Property for the purpose of upgrading the lift station at or near that same site, known as the Ruddy Creek Lift Station.

B. Pursuant to an agreement, dated August 12, 1986, between the District and City, the City agreed to pay for the construction of the lift station as it was anticipated it would benefit the City.

C. Given significant passage of time as well as unanticipated increases to costs for the project, the District and City desire to amend the agreement as follows below.

AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals which are specifically incorporated into the body of this Agreement, the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Terms.

The City shall fund the construction costs for the improvement of the Ruddy Creek Lift Station in the total amount of $3,250,000. Within thirty (30) days of the execution of this Agreement, the City shall remit a one-time payment of $3,250,000 to the District.

The District shall be responsible for all costs associated with project planning. The City’s financial obligation is limited solely to the $3,250,000 construction contribution. Payment of this amount shall constitute full and complete satisfaction of the City’s obligations under any prior agreement or understanding regarding the City’s responsibility to fund construction of the Ruddy Creek Lift Station.

The Ruddy Creek Lift Station shall remain the property of the District at all times. The District shall be solely responsible for all construction costs exceeding $3,250,000.

In the event construction costs do not reach the full $3,250,000.00 paid by the City, the difference between $3,250,000.00 and the actual cost shall be reimbursed by the District to the City.
54 Item 3.

A-3558

2. Entire Agreement; Modification; Waiver.

This Agreement constitutes the entire agreement between City and District pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all the parties. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

3. Binding on Successors. This Agreement shall be binding not only upon the parties but also upon their heirs, personal representatives, permitted assigns, and other successors in interest.

4. No Merger. The obligations contained in this Agreement, except for those specifically discharged in escrow (such as conveyance of title to the Property, placing any deeds of trust on the Property and delivery of money and documents in escrow), shall not merge with transfer of title but shall remain in effect until fulfilled.

5. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The venue for any action or proceeding arising out of, or related to, this Agreement shall be in Butte County, California.

6. Drafting. Each of the parties hereto agree that this Agreement is the product of joint draftsmanship and negotiation and that should any of the terms be determined by a court, or in any type of quasi-judicial or other proceeding, to be vague, ambiguous and/or unintelligible, that the same sentences, phrases, clauses or other wordage or language of any kind shall not be construed against the drafting party in accordance with California Civil Code Section 1654, and that each such party to this Agreement waives the effect of such statute.

7. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original (including copies delivered to a party by Electronic Transmission) as against the party signing such counterpart, but which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as set forth below.

DISTRICT:

Sewerage Commission-Oroville Region
Glen Sturdevant
General Manager
By:

Dated: , 2025
CITY:

City of Oroville
Brian Ring
City Administrator
By:

Dated: , 2025
55 Item 3.

A-3558
CITY:

City of Oroville
David Pittman
Mayor
By:

Dated: , 2025
3 56
Item 3.
57 Item 3.
58 Item 3.
59 Item 3.

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CITY OF OROVILLE

STAFF REPORT
TO: MAYOR PITTMAN AND COUNCIL MEMBERS
FROM: BRIAN RING, CITY ADMINISTRATOR
RE: AD HOC COMMITTEE FOR POTENTIAL FORMATION OF COMMUNITY

FACILITY DISTRICT (CFD) FOR NECESSARY INFRASTRUCTURE FOR

MARKET RATE HOUSING AND CONTINGENT LETTER OF INTENT TO
FORM CFD WITH 100% FUNDING TO DEVELOPER PENDING CITY

FEASIBILITY STUDY
DATE: JULY 1, 2025

SUMMARY
The City Council shall consider the formation of an ad hoc committee regarding the potential formation of a Community Facility District (CFD) for infrastructure funding for market rate housing and contingent letter of intent to form CFD with 100% funding to developer pending City feasibility study.

DISCUSSION
Staff recommend the formation of a three-member ad hoc committee to participate on discussions regarding the potential formation of a CFD for infrastructure funding for market rate housing. In addition, staff recommend providing developer with contingent letter of intent to form CFD with 100% funding to developer pending City feasibility study.

FISCAL IMPACT
None.

ACTION(S) REQUESTED -

1. APPOINT THREE MEMBERS OF THE CITY COUNCIL TO PARTICIPATE ON AN

AD HOC COMMITTEE REGARDING THE POTENTIAL FORMATION OF A

COMMUNITY FACILITY DISTRICT FOR THE NECESSARY INFRASTRUCTURE NEEDED FOR MARKET RATE HOUSING; AND

2. APPROVE STAFF TO SEND LETTER OF INTENT TO FORM COMMUNITY FACILITY DISTRICT WITH 100% FUNDING TO DEVELOPER PENDING CITY FEASIBILITY STUDY.
60 Item 4.

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CITY OF OROVILLE

STAFF REPORT
TO: MAYOR PITTMAN AND COUNCIL MEMBERS
FROM: BRIAN RING, CITY ADMINISTRATOR
RE: CAPITAL PROJECT UPDATE FOR FISCAL YEAR 2025/26
DATE: JULY 1, 2025

SUMMARY
The City Council shall receive and discuss preliminary recommendations and funding sources for capital projects for fiscal year 2025/26.

DISCUSSION
Staff have put together a comprehensive list of capital projects that are nearing conclusion, along with proposed projects to be initiated in fiscal year 2025/26. Included on this list are the estimated expenditures for the projects along with the various funding sources.

FISCAL IMPACT
No immediate impact – staff will return with applicable contracts as required.

ACTION REQUESTED -

1. ACCEPT FOR INFORMATION; AND

2. PROVIDE ANY DIRECTION TO STAFF.
61 Item 5.

Open Encumbrances:

Nicolas Trover
Montgomery Street-Pavement Coatings
Myers Street-Pavement Coatings
Mosaic Wall-Farallon Design
City Hall Reno-Russell, Gallaway
Constuction
CMA Painting
Ghiradelli
Melton-Bedrock
Bedrock Construction
Cal Oak-United Bldg, Design Build
Southside Storm Drain Study
Hewitt Park-various vendors
Table Mtn-Mark Thomas
Western Public Safety Facility
Design/Construction
Convention Center Ext and Parking Lot
Convention Center Constuction
Pioneer Roof
Pioneer HVAC
Antique Tool Museum Roof
Orangewood Lift Station
Riverview Lift Station Emergency Bypass
Ophir
Norton
Montgomery Roundabout
Foothill
MugShots Stormdrain Repair
Boynton
FAA Lighting
FAA Access/Gate
FAA FBO Roof
FAA Grant Match
62 Item 5.

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CITY OF OROVILLE

STAFF REPORT
TO: MAYOR PITTMAN AND COUNCIL MEMBERS
FROM: BRIAN RING, CITY ADMINISTRATOR
RE: SURPLUS ASSET DISPOSAL PROCEDURE
DATE: JULY 1, 2025

SUMMARY
The City Council shall receive an update on the process for disposing of City assets that have value, however, are no longer a benefit to the City.

DISCUSSION
At the January 1, 2025, the City Council acted to declare a number of City assets that are no longer a benefit to the City, as surplus. Traditionally, when assets are declared surplus and are still of a reasonable value, they are sent to auction to recoup some of the asset’s value.

Staff were directed to include a component where our local non-profits had the opportunity to purchase these assets.

At the March 4, 2025 City Council Meeting, staff presented a draft procedure where the following steps would be taken:
 The City will first determine the fair market value of the asset being declared surplus.  If the value exceeds $750, attempts will be made to sell the asset (first locally to eligible non-profits and ultimately at auction if there is no local interest).  Assets valued at under $750 will be made available for eligible non-profits to purchase for a dollar.

Since that time, more analysis and feedback has been received on the draft process.

Specifically – concerns raised have focused around the following:

1. Equity Among Non-Profits: Establishing a fair system that prioritizes one non-profit over another is inherently subjective and could lead to perceptions of favoritism or bias.

Determining which organization provides the "greatest benefit to the community" is not a straightforward or easily measurable metric.

2. Administrative Burden: Implementing and maintaining a pre-auction system for nonprofits would require a considerable allocation of staff time and resources. This would include verifying 501(c)(3) status, evaluating organizational missions, and administering a fair selection process which divert time from essential municipal operations.

3. Transparency and Accountability: Public auctions are inherently transparent and allow all interested parties, including non-profits, to participate under the same 63 Item 6.

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conditions. Any alternative process that limits access or restricts participation could undermine public trust in the City's asset disposal practices.

4. Market Value and Financial Responsibility: The City's current auction process ensures that assets are sold at fair market value, maximizing the potential for cost recovery on behalf of taxpayers. Offering assets at reduced or symbolic rates (e.g., $1 for items under $750) would reduce potential revenue and may not reflect responsible fiscal stewardship.

After more discussions internally and weighing the various options – staff recommend the following:
 The City continue with the process of putting surplus assets up for auction to recoup and return fair market value for those assets back to the City;  In rare situations where there are organizations contracted to perform specific services with the City (or on behalf of the City), surplus assets could be made available to assist in completing those services; and
 In some situations, surplus assets maybe transferred to other governmental agencies where a public benefit would be made.

FISCAL IMPACT
None.

ACTION REQUESTED -
PROVIDE DIRECTION TO STAFF.
64 Item 6.

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CITY OF OROVILLE

STAFF REPORT
TO: MAYOR PITTMAN AND COUNCIL MEMBERS
FROM: BRIAN RING, CITY ADMINISTRATOR
RE: IDENTIFICATION OF LAND AND FUNDING FOR INDOOR/OUTDOOR

SPORTS COMPLEX WITH WATER PARK
DATE: JULY 1, 2025

SUMMARY
The City Council shall discuss options moving forward to identifying land and funding sources for large indoor/outdoor sports complex with water park.

DISCUSSION
At the request of Council Member Johnstone and Council Member Webber, the Council will consider options moving forward in identifying potential locations and funding sources for an indoor/outdoor sports complex with water park. Such a facility would not only support local youth sports but also serve as a long-term investment in public health, community cohesion and economic development through potential events and tournaments. Two large hurdles in such an endeavor are identifying land suitable for such a facility and identifying funding (which would likely be over a hundred million dollars).

Items to take into consideration:
 Chico Area Recreation and Parks District is in the middle of constructing a large Aquatics and Recreation Center in north chico (which will include a 50-meter competition pool, a program pool, a wading pool featuring water slides and play equipment, slides, cabanas, locker rooms, etc.).
 Explore Butte County (formed in 2015 to manage the Butte County Tourism Business Improvement District – which receives 2% of gross short-term room rental revenue – to market the region) has hired a firm (Hunden Partners) to do a feasibility study on whether a sports facility would be successful in this region; what type of facilities it would include (indoor, outdoor, traditional sports) and what location would be ideal.

Options moving forward could include:
 Form an ad hoc committee of Council to work with staff on researching location and funding options;
 Form an ad hoc committee of Council to work with staff to work with Explore Butte County on their study – and to advocate for a location in the Oroville area.  Other direction.
65 Item 7.

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FISCAL IMPACT
None.

ACTION REQUESTED -
PROVIDE DIRECTION TO STAFF.
66 Item 7.

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CITY OF OROVILLE

STAFF REPORT
TO: MAYOR PITTMAN AND COUNCIL MEMBERS
FROM: BRIAN RING, CITY ADMINISTRATOR
RE: TEMPORARY ICE RINK IN DOWNTOWN
DATE: JULY 1, 2025

SUMMARY
The City Council shall discuss the concept of renting a temporary ice rink in downtown during the holiday season.

DISCUSSION
At the request of Council Member Johnstone and Council Member Webber, the Council will consider the rental of a temporary ice rink to be placed in the downtown area during the holiday season.

FISCAL IMPACT
Costs anticipated to be around $200,000, offset by revenue generated.

ACTION REQUESTED -
PROVIDE DIRECTION TO STAFF.
67 Item 8.

CITY OF OROVILLE

STAFF REPORT
TO: MAYOR PITTMAN AND COUNCIL MEMBERS
FROM: RUTH DUNCAN, ASSISTANT CITY ADMINISTRATOR,

ADMINISTRATIVE SERVICES
RE: APPROPRIATIONS LIMIT
DATE: JULY 1, 2025

SUMMARY
The City Council will conduct a public hearing and may consider the adoption of the fiscal year 2025-26 Appropriations Limit.

DISCUSSION
Article XIIIB of the California State Constitution, commonly referral to as the Gann Initiative or Gann Appropriations Limit, was adopted by California voters in 1980 and placed limits on the amount of proceeds of taxes that State and local agencies can appropriate and spend each year.

The limit is different for every agency and changes each year. The annual limit is based on the amount of tax proceeds that were authorized to be spent in fiscal year 1978-79, modified for changes in inflation and population.

California State law requires that the Appropriations Limit be calculated annually. The Appropriations Limit is hereby made available to the public, in accordance with state law.

The City Finance Department has calculated the fiscal year 2025-26 Appropriations Limit at $54,244,425, based upon the factors provided by the State Controller. These factors are the percentage change in California per capita income and the percentage change in the population of the County of Butte.

The posting date in the public notice was June 14, 2025, which met the (15) ten-day notice requirement for adoption of this limit.

FISCAL IMPACT
The City’s expenditures which are subject to the limit are well below the limit, so there is no adverse impact resulting from the adoption of the fiscal year 2025-26 Appropriations Limit. It is not anticipated that City expenditures will come close to the limit in the foreseeable future. 68 Item 9.

RECOMMENDATION
Adopt Resolution No. 9394- A RESOLUTION OF THE OROVILLE CITY COUNCIL SETTING THE APPROPRIATIONS LIMIT (PROPOSITION 4) FOR FISCAL YEAR 2025-26.

ATTACHMENTS
Resolution No. 9394
Appropriations Limit Calculation
Public Hearing Notice
69 Item 9.

State
Change In Limit For Per Capita City of Butte Fiscal Year SB 1352 Calendar Fiscal Personal Oroville County Factors Cumulative Appropriations Year Year Income Population Population (1) (2) Factors Limit 2010 2011/12 2.51% 0.3000% 0.65% 1.0318 7.5314 31,277,495 2011 2012/13 3.77% 0.3300% 0.37% 1.0415 7.8440 32,575,511 2012 2013/14 5.12% 3.1300% 0.55% 1.0570 8.2910 34,431,716 2013 2014/15 -0.23% 0.1700% 0.54% 1.0031 8.3166 34,538,027 2014 2015/16 3.82% 1.0700% 0.64% 1.0448 8.6896 36,086,867 2015 2016/17 5.37% 1.1186% 0.21% 1.0559 9.1755 38,104,584 2016 2017/18 3.69% 1.0021% 0.76% 1.0448 9.5864 39,810,924 2017 2018/19 3.67% 1.0076% 0.54% 1.0423 9.9919 41,494,854 2018 2019/20 3.85% 1.2035% -0.63% 1.0320 10.3112 42,820,924 2019 2020/21 3.73% -1.0878% -0.51% 1.0320 10.6416 44,192,944 2020 2021/22 5.73% -1.0543% -3.01% 1.0255 10.9127 45,318,771 2021 2022/23 7.55% -1.0624% -2.44% 1.0493 11.4502 47,551,074 2022 2023/24 4.44% 1.0002% -0.48% 1.0394 11.9012 49,423,962 2023 2024/25 3.62% -1.0378% -0.32% 1.0329 12.2926 51,049,227 2024 2025/26 6.44% 1.0225% -0.17% 1.0626 13.0620 54,244,425 (1) Source: State Department of Finance except
Non-residential Assessed Valuation which is
Total City Appropriations to be provided by the Butte County Auditor.

Per 1978-79 Final Budget 5,719,869
(2) Article XIIIB of the California Constitution
FY 2025-26 Revenues all funds 50,928,601 (Propositions 4 and 111) specifies that appropriations made by governmental entities
Less: may increase annually by the change in
Non-proceeds of taxes 39,162,293 (39,162,293) population of the City or County combined with the change in California per capita personal
Appropriations Subject to Limit 11,766,308 income; or the change in local assessment roll due to local non-residential construction.

Appropriations Limit 54,244,425
The Fiscal Year Factors indicate the amount by
Remaining appropriation capacity 42,478,117 which appropriations may increase each year.

Available capacity as % of appropriation limit 78.31%

CITY OF OROVILLE

APPROPRIATIONS LIMIT CALCULATION
SPENDING LIMIT CALCULATION FISCAL YEAR 2024-25
70 Item 9.

City of Oroville

OFFICE OF THE CITY CLERK
1735 Montgomery Street
Oroville, CA 95965-4897
(530) 538-2535 FAX (530) 538-2468
www.cityoforoville.org

NOTICE OF PUBLIC HEARING

APPROPRIATIONS LIMIT
July 1, 2025 5:15pm
NOTICE IS HEREBY GIVEN that The Oroville City Council will conduct a Public Hearing on July 1, 2025 at 5:15 p.m., or soon thereafter as may be heard, at the Oroville City Council Chambers, 1735 Montgomery Street, Oroville, California, to consider action on the following items:

1. A resolution establishing the City’s Appropriation Limit for the Fiscal Year 2025-26.

INVITATION TO BE HEARD: Written comments may be submitted to the City Council by the day of the hearing by 2pm to [email protected]. Items mentioned in this notice may be viewed at the City Clerk’s Office.

Published by: Brian Ring, City Clerk
Date: June 14, 2025

Kayla Reaster
Assistant City Clerk
71 Item 9.
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27 CITY OF OROVILLE
RESOLUTION NO. 9394

A RESOLUTION OF THE OROVILLE CITY COUNCIL SETTING THE
APPROPRIATIONS LIMIT (PROPOSITION 4) FOR FISCAL YEAR 2025-2026 WHEREAS, the setting of the appropriation limit for Fiscal Year 2025-2026 is required by the passage of Proposition 4; and
WHEREAS, the appropriation limit for the City of Oroville has been calculated; and WHEREAS, the documentation used in the determination of the appropriation limit became available to the public on June 14, 2025; and
WHEREAS, more than fifteen (15) days have elapsed since the documentation became available to the public; and
WHEREAS, the City Council of the City of Oroville has determined that the appropriation limit for Fiscal Year 2025-2026 should be set at $54,244,425; and NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Oroville as follows:

1. The appropriation limit for the Fiscal Year 2025-2026 is hereby established at $54,244,425. The factors utilized to calculate the limits in accordance with the requirements of SB1352 are the percentage change in California per capital income and the percentage change in the population of the County of Butte as estimated by the State of California Department of Finance as of January 1, 2024.

2. The City Clerk shall attest to the adoption of this Resolution.

PASSED AND ADOPTED by the Oroville City Council at a regular meeting held on July 1, 2025, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

David Pittman, Mayor
APPROVED AS TO FORM: ATTEST:

Scott E. Huber, City Attorney Brian Ring, City Administrator 72 Item 9.

Oroville City CouncilJuly 1, 2025

Oroville City Council
July 1, 2025