HomeMy WebLinkAbout23S234 - POWER DMS INC.CONTRACT ABSTRACT
Contract/Amendment
Name of Contract:
Company Name:
Company Contact:
Email:
Summary of Services:
Contract Price:
Contract Term:
Public Integrity/ Business
Disclosure Forms:
Contract Administration
Lead Department:
Contract Administrator/ Ext:
Contract Approvals
Council/City Manager Approval Date:
Agreement Number:
Amendment Number:
Contract Compliance
Exhibits:
Insurance:
Routed By:
Bonds:
Business License:
Sole Source Co-Op
CoOp Agmt #: Sole Source
Documents: CoOp Name:
CoOp Pricing:
By: Submitted on:
Contract Abstract Form Rev 8.16.23
Authorized Signers:
Name, Email
(Corporations require 2 signatures)
Power Engage- PowerDMS
PowerDMS Inc
Kevin Bargar
kbargar@neogov.net
Automated text message/survey platform for ongoing
communications with community and reporting parties.
$22,620.56
10/15/23-10/14/25
N/A
Alex Chun: achun@neogov.net
Amy Prins: aprins@neogov.net
Information Technology
Larry Klingaman
n/a
23S234
n/a
Yes
No
No
Department
N/A
Yes
Sole Source Attached.
9/21/23 Kendall Bradley
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SERVICES AGREEMENT
V040123
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”). Customer hereby acknowledges and agrees that NEOGOV’s
provision and performance of, and Customer’s access to, the Services is dependent and conditioned upon Customer’s full
performance of its duties, obligations and responsibilities hereunder. This Agreement entered into as of the earlier of: (i)
date of your signature on an applicable Order Form; or (ii) use of the Services commences (the “Effective Date”). The
Agreement supersedes any prior and contemporaneous discussions, agreements or representations and warranties.
2.SaaS Subscription.
a)Subscription Grant. “SaaS Applications” means each proprietary NEOGOV web-based software-as-a-service
application that may be set forth on an Order Form and subsequently made available by NEOGOV to Customer, and
associated components as described in any written service specifications made available to Customer by NEOGOV (the
“Service Specifications”). Subject to and conditioned on Customer’s and its Authorized Users’ compliance with the
terms and conditions of this Agreement, NEOGOV hereby grants to Customer a limited, non-exclusive, non-
transferable, and non-sublicensable right to (i) onboard, access and use, and to permit Authorized Users to onboard,
access and use, the SaaS Applications specified in the Order Form solely for Customer’s internal, non-commercial
purposes; (ii) generate, print, and download Customer Data as may result from any access to or use of the SaaS
Applications; and (iii) train Authorized Users in uses of the SaaS Applications permitted hereunder (these rights shall
collectively be referred to as the “SaaS Subscription”). “Authorized Users” means (1) Customer employees, agents,
contractors, consultants (“Personnel”) who are authorized by Customer to access and use the Services under the rights
granted to Customer pursuant to this Services Agreement and (2) for whom access to the Services has been purchased
hereunder. You shall not exceed the usage limits (if any) as detailed in the user tier in the applicable Order Form. You
may not access the SaaS Applications if you are a direct competitor of NEOGOV or its affiliates. In addition, you may
not access the SaaS Applications for purposes of monitoring their availability, performance, or functionality, or for any
other benchmarking or competitive purposes. You shall be responsible for each Authorized User’s access to and use of
the SaaS Applications and compliance with applicable terms and conditions of this Agreement.
b)Subscription Term. Unless otherwise specified in an applicable Order Form, SaaS Subscriptions shall commence on
the Effective Date and remain in effect for twelve (12) consecutive months, unless terminated earlier in accordance
with this Agreement (the “Initial Term”). Thereafter, SaaS Subscriptions may be renewed no less than thirty (30) days
prior to the expiration of the then-current term by mutual written agreement between the parties for successive twelve
(12) months terms (each a “Renewal Term” and together with the Initial Term, collectively, the “Term”).” 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, unle ss
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otherwise agreed in writing by the parties, (c) use the Services to store or transmit infringing, libelous, or otherwise unla wful
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 may include
training, 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. All Professional Services purchased by
Customer must be utilized within twelve (12) months of the date of the applicable Order Form or 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 thirty (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.
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.
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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 after expiration or
termination of this 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.
8.Maintenance; Modifications; Support Services.
a)Maintenance, Updates, Upgrades. NEOGOV maintains NEOGOV’s hardware and software infrastructure for the
Services and is responsible for maintaining the NEOGOV server operation and NEOGOV database security. NEOGOV
may in its sole discretion, periodically modify, Update, and Upgrade the features, components, and functionality of the
Services during the Term. “Update” means any update, bug fix, patch or correction of the Services or underlying
NEOGOV software that NEOGOV makes generally available to its customers of the same module, excluding
Upgrades. Updates are automatic and available upon Customer’s next login to the Services following an Update at no
additional cost to Customer. “Upgrade” means any update of the Services or underlying NEOGOV software such as
platform updates, and major product enhancements and/or new features that NEOGOV makes commercially available.
NEOGOV shall have no obligation to provide Upgrades to customers and retains the right to offer Upgrades free of
cost or on a per customer basis at additional cost. NEOGOV shall have no liability for, or any obligations to,
investments in, or modifications to Customer’s hardware, systems or other software which may be necessary to use or
access the Services due to a modification, Update, or Upgrade of the Services.
b)Program Documentation; Training Materials. “Program Documentation” shall mean all user guides, training, and
implementation material, and Service descriptions provided by NEOGOV to Customer in connection with the Services.
NEOGOV hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use, print, and
distribute internally via non-public platforms, the Program Documentation during the Term solely for Customer's
internal business purposes in connection with its use of the Services. Primary training of NEOGOV Services is
conducted by self-review of online materials. NEOGOV’s pre-built, online training consists of a series of tutorials to
introduce the standard features and functions (the “Training Materials”). The Training Materials may be used as
reference material by Customer Personnel conducting day-to-day activities.
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,
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manual data entry, migration services, data conversion, refinement, purification, reformatting, SQL dump, or process
consultation.
9. NEOGOV Intellectual Property. NEOGOV shall exclusively own all right, title and interest in and to all pre-existing and
future intellectual property developed or delivered by NEOGOV including all Services, products, systems, software
(including any source code or object code) or Service Specifications related thereto, Updates or Upgrades, trademarks,
service marks, logos and other distinctive brand features of NEOGOV and all proprietary rights embodied therein
(collectively, the “NEOGOV Intellectual Property”). This Agreement does not convey or transfer title or ownership of the
NEOGOV Intellectual Property to Customer or any of its users. All rights not expressly granted herein are reserved by
NEOGOV. Other than recommendation use or as required by law, all use of NEOGOV trademarks must be pre-approved by
NEOGOV prior to use. Trademarks shall include any word, name, symbol, color, designation or device, or any combination
thereof that functions as a source identifier, including any trademark, trade dress, service mark, trade name, logo, design
mark, or domain name, whether or not registered.
10. Data Processing and Privacy.
a) Customer Data. “Customer Data” shall mean all data that is owned or developed by Customer, whether provided to
NEOGOV by Customer or provided by a third party to NEOGOV in connection with NEOGOV’s provision of
Services to Customer, including Personnel 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.
c) Data Processing Agreement. To the extent Customer uses the Services to target and collect personal information from
users located in the European Union, European Economic Area, or Switzerland (the “EU”) or the United Kingdom
(“UK”), or has Authorized Users accessing the Services from the EU or UK, 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.
d) Data Responsibilities.
i) NEOGOV will maintain 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,
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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 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.
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.
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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 is no adequate remedy at law for breach of the provisions of the
confidentiality obligations set forth in this Section 12, that such a breach would 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) 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. NEOGOV warrants that the Services shall conform to and perform in accordance with the Program
Documentation .
c) No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS WARRANTY
SECTION, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND CUSTOMER’S USE OF THE
SERVICES IS AT ITS OWN RISK. NEOGOV DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL
OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE,
AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
NEOGOV DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR
COMPLETELY SECURE, OR THAT ANY ERROR WILL BE CORRECTED.
d) Disclaimer of Actions Caused by and/or Under the Control of Third Parties. NEOGOV DOES NOT AND CANNOT
CONTROL THE FLOW OF DATA TO OR FROM THE NEOGOV SYSTEM AND OTHER PORTIONS OF THE
INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES
PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH
THIRD PARTIES CAN IMPAIR OR DISRUPT CUSTOMER’S CONNECTIONS TO THE INTERNET (OR
PORTIONS THEREOF). ALTHOUGH NEOGOV WILL USE COMMERCIALLY REASONABLE EFFORTS TO
TAKE ALL ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, NEOGOV
CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, NEOGOV DISCLAIMS
ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS OR WITH RESPECT TO
ANY THIRD PARTY SERVICES.
e) 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
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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 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
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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 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.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; o r 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: (i) THE AVAILABILITY
OF TELECOMMUNICATION SERVICES; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE
TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR
FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS, OR SETTINGS CONNECTED WITH THE SERVICES.
18.Publicity. Except as otherwise required by law, regulation, or the party’s internal requirements, neither party shall, without
the prior written consent of the other party, use in any advertising, publicity, or otherwise, the name, trademark, l ogo,
symbol, other image of the other party or any of its affiliates, departments, directors, officers, employers, or agents.
19.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.
20.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.
21.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
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through a written instrument signed by the parties to be bound. If you are subscribing for the HRIS or PowerEngage
Platform, you hereby specifically agree to the terms of the applicable Addendum set forth on the NEOGOV Site.
22.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.
f)Assignment. Customer may not assign this Agreement without the express written approval of NEOGOV, which shall
not be unreasonably withhld. 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, subcontractors are those specifically hired to provide to NEOGOV some or all of the
services that are the subject of this Agreement and who will have access to Customer personal data, and does not
include the general provision of services or utilities which are also provided to NEOGOV’s other customers as well as
Customer.
[Signature page to follow]
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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 GovermentJobs.com, Inc. (D/B/A/ NEOGOV), 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)
Entity Name:
Signature: Signature:
Print Name: Print Name:
Date: Date:
See signatures on next page.
9:22 am, Sep 22 2023
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Revised 4.13.23 Page 11 of 17
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated
below.
CONTRACTOR:
By: _______________________________________By: _________________________________________
Signature Signature
(2nd signature required for Corporations)
Date:Date:
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: _______ Item No.
APPROVED AS TO FORM: ATTEST:
By: ___________________________ By: _______________________________
City Attorney City Clerk
APPROVED:
By: _______________________________ Date:
City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
N/AN/A
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9/27/2023 9/27/2023
9/27/2023
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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. 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 t o
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 17 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.
6.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, and (ii) subcontractors who will not
have any access to Customer Data.
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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 and/or https://apidocs.powerdms.com (“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, including all intellectual property rights therein, are and will remain with
their respective third-party rights holders subject to the terms and conditions of the applicable third-party license
agreements. Customer has no right or license with respect to any third-party materials except as expressly licensed
under such third-party license agreements.
3.Integration Terms of Use. Except as expressly authorized under this Agreement, you may not remove any proprietary
notices from the API; use the API in any manner or for any purpose that infringes, misappropriates, or otherwise
violates any intellectual property right or other right of any person, or that violates any applicable law; combine or
integrate the API with any software, technology, services, or materials not authorized by NEOGOV; design or permit
Customer Application(s) to disable, override, or otherwise interfere with any NEOGOV-implemented communications
to end users, consent screens, user settings, alerts, warning, or the like; use the API in any of Customer Application(s)
to replicate or attempt to replace the user experience of the Services; or attempt to cloak or conceal Customer identity
or the identity of Customer Application(s) when requesting authorization to use the API.
4.Customer Integration Responsibilities. Customer, Customer developed web or other software services or applications,
and Customer third-party vendors that integrate with the API (collectively the “Customer Applications”), shall comply
with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines,
standards, and requirements that may be posted on https://api.neogov.com/connect/index.html and/or
https://apidocs.powerdms.com from time to time. In addition, Customer will not use the API in connection with or to
promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in
spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited
mass distribution of email (“spam”), multi-level marketing proposals, hate materials, hacking, surveillance,
interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive
content, stolen products, and items used for theft, hazardous materials, or any illegal activities.
5.Cooperation. If applicable, Customer shall timely provide such cooperation, assistance, and information as NEOGOV
reasonably requests to enable the API. NEOGOV is not responsible or liable for any late delivery or delay or failure of
performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations
under this Agreement. NEOGOV will provide Customer maintenance and support services for API issues arising from
the information technology designed, developed, and under then current control of NEOGOV. NEOGOV shall have no
obligation to provide maintenance or support for issues arising from the inaction or action of Customer or third parties
of which are outside NEOGOV control.
6.Provision of Open API. In the event license fees or other payments are not due in exchange for the right to use and
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access the Open API, you acknowledge and agree that this arrangement is made in consideration of the mutual covenants
set forth in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set
forth herein. Notwithstanding the foregoing, NEOGOV reserves the right to charge for access with effect from the
start of each Renewal Term by giving Customer at least ninety (90) day notice prior to commencement of a Renewal
Term.
7.API Key. In order to use and access the Open API, you must obtain an Open API key through the registration process.
Customer agrees to monitor Customer Applications for any activity that violates applicable laws, rules and regulation, or
any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior.
This Agreement does not entitle Customer to any support for the Open API. You acknowledge that NEOGOV may
update or modify the Open API from time to time and at our sole discretion and may require you to obtain and use the
most recent version(s). You are required to make any such changes to Customer Applications that are required for
integration as a result of such Update at Customer sole cost and expense. Updates may adversely affect how Customer
Applications communicate with the Services.
8.Efficient Processing. You must use efficient programming, which will not cause an overwhelming number of requests
to be made in too short a period of time, as-determined solely by NEOGOV. If this occurs, NEOGOV reserves the
right to throttle your API connections, or suspend or terminate your access to the Open API. NEOGOV shall use
reasonable efforts to provide Customer notice and reasonable time to cure prior to taking such actions.
9.Open API Limitations. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT
WILL NEOGOV BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT,
NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, LOST
PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF
BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY
KIND ARISING OUT OF THE USE OR INABILITY TO USE THE OPEN API; OR ANY DAMAGES, IN THE
AGGREGATE, IN EXCESS OF FIFTY DOLLARS, EVEN IF NEOGOV HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE
FORESEEABLE OR NEOGOV WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM
YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN
ONE YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.
10.Open API Termination. Notwithstanding the additional Termination rights herein, NEOGOV may immediately
terminate or suspend Customer access to Open APIs in our sole discretion at any time and for any reason, with or
without notice or cause. In addition, your Open API subscription will terminate immediately and automatically
without any notice if you violate any of the terms and conditions of this Agreement.
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Contract Records Order Details
Account Number: A-24811 Order #: Q-222887
Customer: Palm Springs Police Department (CA)Valid Until: 9/30/2023
Employee Count:175 Subscription Start Date: Last signature date, or as shown in grid
below (as applicable), whichever is later.
Sales Rep: Kevin Bargar Subscription Term (months):12
Customer Contact
Billing Contact: Palm Springs Police Department (CA)Shipping Contact : Palm Springs Police Department (CA)
Palm Springs Invoices Palm Springs Invoices
Billing Address: PO BOX 2743 Shipping Address: 3200 E TAHQUITZ CANYON WAY
Palm Springs, CA 92263 Palm Springs, CA 92262
Billing Contact Email: itinvoices@palmspringsca.gov Shipping Contact Email: itinvoices@palmspringsca.gov
Billing Phone: 760-323-8120 Shipping Phone: 760-323-8120
Payment Terms
Payment Term: Net 30 Notes:
PO Number:
Subscription Service
Year 1
Item Type Qty Total (USD)
PowerEngage LE Subscription Recurring 1 $8,907.00
Automated text message / text survey platform for law enforcement agencies sent based on interaction with a single department. Includes Rules Engine, Survey Builder -
about the agency or officers, Measurement Dashboards, Task Creation and Positive Feedback. Includes connection to agency Computer Aided Dispatch (CAD) and Law
Records Management System (RMS). Does not include fees, if any, charged by the CAD or RMS vendor. Quantity reflects one agency wide software-as-a-service subscription
license up to the employee count specified above.
PowerEngage LE Setup Services 1 $1,125.00
Includes the onboarding services to assist in the implementation and set up of the PowerEngage product. Includes the workshops and services described in the Statement of
Work.
Year 1 TOTAL:$10,032.00
Year 2
Item Type Qty Total (USD)
PowerEngage LE Subscription Recurring 1 $12,588.56
Automated text message / text survey platform for law enforcement agencies sent based on interaction with a single department. Includes Rules Engine, Survey Builder -
about the agency or officers, Measurement Dashboards, Task Creation and Positive Feedback. Includes connection to agency Computer Aided Dispatch (CAD) and Law
Records Management System (RMS). Does not include fees, if any, charged by the CAD or RMS vendor. Quantity reflects one agency wide software-as-a-service subscription
license up to the employee count specified above.
Year 2 TOTAL:$12,588.56
Total: | $22,620.56
This price does NOT include any sales tax. Total in USD
Additional Terms and Conditions
Payment Terms: All invoices issued hereunder are due upon the invoice due date. The fees set forth in this Order Form are exclusive of all
applicable taxes, levies, or duties imposed by taxing authorities and Customer shall be responsible for payment of any such applicable taxes, levies,
or duties. All payment obligations are non-cancellable, and all fees paid are non-refundable. Payment for services ordered hereunder shall be made
to PowerDMS, Inc., a wholly owned subsidiary of Governmentjobs.com, Inc. (D/B/A NEOGOV).
Page 1 of 2
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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.
Accepted and Agreed By Authorized Representative of:
Palm Springs Police Department (CA)
Signature:
Printed Name:
Title:
Date
THE INFORMATION AND PRICING CONTAINED IN THIS ORDER FORM IS STRICTLY CONFIDENTIAL.
YOUR SIGNATURE CONSTITUTES ACCEPTANCE OF TERMS HEREIN AND
CONTRACTUAL COMMITMENT TO PURCHASE THE ITEMS LISTED ABOVE.
Page 2 of 2
DocuSign Envelope ID: 0DCF5B83-4EB8-4788-B5EC-D10290B6981F
2120 Park Pl., Suite 100 • El Segundo, CA 90245 • Tel: (310) 426-6304 • Fax: (310) 426-6305 • info@neogov.com
September 11, 2023
Subject: NEOGOV Sole Source Letter
To Whom It May Concern:
This letter is to confirm that Governmentjobs.com, Inc. (D/B/Al NEOGOV), 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") is the sole source provider of the PowerDMS public safety workforce
platform. PowerDMS is the only software platform designed to recruit, train, equip, and protect first responders across
their careers in public safety. As a result of our investment in innovation and unique expertise working in public safety,
we have created a one-of-a-kind solution. A few of the unique properties of the system include:
PowerEngage
•PowerEngage is the only satisfaction survey supplier that can connect to the Computer Aided
Dispatch system without an expensive third-party interface.
•PowerEngage has developed a unique “Positive Feedback Board” that displays comments
received from citizens about Communications staff separate from responding officers.
•PowerEngage is the only supplier to create weekly email digests to staff with direct positive
feedback received from citizen surveys being connected to the Computer Aided Dispatch
system.
•PowerEngage has developed the PowerEngage Positive Satisfaction Score that creates a
numeric value of the satisfaction scores received from citizens. PowerEngage can uniquely
separate the scores for the 9-1-1 Center from the scores for Responding Agency.
•PowerEngage acquired the text short code of “CHIEF” which allows citizens to text to that
number to take a survey or provide feedback to the Chief of the department.
•PowerEngage automatically dispatches messages to officers involved in critical incidents,
reminding them of the resources and support available to them. This includes access to
counseling services, mental health support, and other essential resources that aid in their
recovery and resilience.
•PowerEngage promptly notifies the designated supervisors of the officers involved in the
critical event. This ensures that immediate attention can be given to the incident, and
supervisors can take appropriate actions as required.
•PowerEngage facilitates the inclusion of peer support groups by automatically looping them
into the communication chain. This enables fellow officers to provide invaluable peer support,
which is often crucial in helping individuals cope with the aftermath of a critical incident.
DocuSign Envelope ID: 0DCF5B83-4EB8-4788-B5EC-D10290B6981F
2120 Park Pl., Suite 100 • El Segundo, CA 90245 • Tel: (310) 426-6304 • Fax: (310) 426-6305 • info@neogov.com
In addition, all PowerDMS training, system documentation, hosting services, information security, and software
maintenance for the products listed herein are provided by or through NEOGOV personnel.
Note, this letter is for information purposes only. Recipients are advised to conduct independent analysis to determine
whether procurement regulations applicable to their agency permit sole-source procurement.
Please let us know if you require any further information regarding our services.
Sincerely,
Joshua Snyder
VP of Business Development
DocuSign Envelope ID: 0DCF5B83-4EB8-4788-B5EC-D10290B6981F