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Home My WebLink AboutA9288 - POWER DMS, Inc CONTRACT ABSTRACT Contract Company Name: Company Contact: Summary of Services: Contract Price: Funding Source: Contract Term: PowerDMS, Inc. Jen Emerick PlanIT Mobile to Mobile & PowerTime Subscription $6,075.60 1001025-40105 11/01/2022 -10/31/2023 Contract Administration Lead Department: Contract Administrator: Information Technology Larry Klingaman Contract Approvals Council Approval: Agenda Item No./ Resolution No.: Agreement Number: N/A N/A A9288 Contract Compliance Exhibits: Signatures: Insurance: Bonds: N/A Attached N/A N/A Contract Prepared By: Information Technology Submitted on: 10/26/2022 By: Valerie Rodriguez DocuSign Envelope ID: 20690AA6-F013-40DB-B11E-57C2527074C1 SERVICES AGREEMENT V032122 P<.!>werDMS Digital Management Software A NEOGOV Compony You agree that by placing an order through a NEOGOV standard ordering document entitled an "Order Form", "Service Order," or "SOW" (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/ Al 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, or subscriber identified in the Order Form). If you are placing an order on behalf of a legal entity, you represent that you have the authority to bind such entity to the terms and conditions of the Order Form and these terms and, in such event, "you" and "your" as used in these agreement terms shall refer to such entity. "Agreement" shall be used to collectively refer to this NEOGOV Services Agreement (the "Services Agreement" or the "Agreement"), documents incorporated herein including the applicable Order Form, Exhibits, Schedule(s), and Special Conditions (if any). "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"). Customer hereby acknowledges and agrees that NEOGOV's provision and performance of, and Customer's access to, the Services is dependent and conditioned upon Customer's full performance of its duties, obligations and responsibilities hereunder. This Agreement entered into as of the date of your signature on an applicable Order Form or use of the Services commences (the "Effective Date"). The Agreement supersedes any prior and contemporaneous discussions, agreements or representations and warranties. 2.Saas Subscription. a)Subscription Grant. "SaaS Applications" means each proprietary NEOGOV web-based software-as-a-service application that may be set forth on an Order Form and subsequently made available by NEOGOV to Customer, and associated components as described in any written service specifications made available to Customer by NEOGOV (the "Service Specifications"). Subject to and conditioned on Customer's and its Authorized Users' compliance with the terms and conditions of this Agreement, NEOGOV hereby grants to Customer a limited, non-exclusive, non-transferable, and non sublicensable right to (a) 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, governmental; (b) generate, print, and download Customer Data as may result from any access to or use of the SaaS Applications; and (c) train Authorized Users in uses of the Saas Applications permitted hereunder (these rights shall collectively be referred to as the "Saas Subscription"). "Authorized Users" means (i) Customer employees, 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 (ii) for whom access to the Services has been purchased hereunder. You may not access the SaaS Applications if you are a direct competitor ofNEOGOV 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 this Agreement, 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. 3.Customer Responsibilities. 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 55575.18180\40755260.I DocuSign Envelope ID: 20690AA6-F013-40DB-B11E-57C2527074C1 DocuSign Envelope ID: 20690AA6-F013-40DB-B11E-57C2527074C1 DocuSign Envelope ID: 20690AA6-F013-40DB-B11E-57C2527074C1 DocuSign Envelope ID: 20690AA6-F013-40DB-B11E-57C2527074C1 DocuSign Envelope ID: 20690AA6-F013-40DB-B11E-57C2527074C1 DocuSign Envelope ID: 20690AA6-F013-40DB-B11E-57C2527074C1 DocuSign Envelope ID: 20690AA6-F013-40DB-B11E-57C2527074C1 DocuSign Envelope ID: 20690AA6-F013-40DB-B11E-57C2527074C1 DocuSign Envelope ID: 20690AA6-F013-40DB-B11E-57C2527074C1 N P<!>werDMS Digital Management Software A NEOOOV Comjlony IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized officers as of the date set forth below, and consent to the Agreement. Customer Entity Name: Signature: Print Name: Date: APPROVED AS TO FORM: By: _________ _ City Attorney GovermentJobs.com, Inc. (D/B/A/ NEOGOV), on behalf of itself and its subsidiaries PowerDMS, Inc., Cuehit, Inc., Ragnasoft LLC (D/B/A/ PlanlT Schedule), and Design PD, LLC (D/B/A Agency360) Signature: � Print Name: Ana Alfaro Date: 10/27/2022 ATTEST: By: __________ _ City Clerk 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 frre department, public library, park district, state college or university, Indian tribal economic development organization, or port authority). I.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. If Customer is subject to federal, state or local law which makes Customer's financial obligations under this Services Agreement contingent upon sufficient appropriation of funds by the applicable legislature ( or other appropriate governmental body), and if such funds are not forthcoming or are insufficient due to failure of such appropriation, then Customer will have the right to terminate 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. 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) of the Services Agreement shall not apply to Customer, to the extent disallowed by applicable law. 55575.18180\40755260.I 10 City of Palm Springs DocuSign Envelope ID: 20690AA6-F013-40DB-B11E-57C2527074C1 IT Director 11/8/2022 Jeremy Hammond DocuSign Envelope ID: 20690AA6-F013-40DB-B11E-57C2527074C1 DocuSign Envelope ID: 20690AA6-F013-40DB-B11E-57C2527074C1 DocuSign Envelope ID: 20690AA6-F013-40DB-B11E-57C2527074C1 DocuSign Envelope ID: 20690AA6-F013-40DB-B11E-57C2527074C1 DocuSign Envelope ID: 20690AA6-F013-40DB-B11E-57C2527074C1 DocuSign Envelope ID: 20690AA6-F013-40DB-B11E-57C2527074C1 DocuSign Envelope ID: 20690AA6-F013-40DB-B11E-57C2527074C1 DocuSign Envelope ID: 20690AA6-F013-40DB-B11E-57C2527074C1 DocuSign Envelope ID: 20690AA6-F013-40DB-B11E-57C2527074C1 DocuSign Envelope ID: 20690AA6-F013-40DB-B11E-57C2527074C1 DocuSign Envelope ID: 20690AA6-F013-40DB-B11E-57C2527074C1 INVOICE 101 S. Garland Ave, Ste 300 Invoice No.:INV-25858 Orlando, FL 32801 Invoice Date:09-19-2022 P: 1.800.749.5104 Due Date:11-18-2022 F: 407.210.0113 Payment Terms:Net 60 Receivables@powerdms.com Purchase Order No. EIN: 59-3668885 Customer No.A-24811 Billing Information Prepared for Palm Springs Invoices Palm Springs Police Department (CA) 200 South Civic Drive Palm Springs, CA 92262 Palm Springs Police Department (CA) 200 South Civic Drive Palm Springs, CA 92262 Product Description Start Date End Date Quantity Total Price PlanIt Mobile to Mobile PlanIt Mobile to Mobile 11-01-2022 10-31-2023 4230 $507.60 Power_Time_Subscription PowerTime Subscription 11-01-2022 10-31-2023 1 $5,568.00 SUBTOTAL $6,075.60 Sales Tax $0.00 TOTAL $6,075.60 Payments/Credits $0.00 Balance Due $6,075.60 Questions or concerns regarding this invoice? Please contact receivables@powerdms.com or call (800) 749-5104. Need a W-9? Click here on the electronic version of this invoice: PowerDMS W-9 PDF Please remit checks to: PowerDMS, Inc. 101 S. Garland Ave, Ste 300 Orlando, FL 32801 Please remit electronic payments to: PNC Bank East Brunswick, NJ 08816 Routing #: 031207607 Account #: 8026392336 DocuSign Envelope ID: 20690AA6-F013-40DB-B11E-57C2527074C1