HomeMy WebLinkAboutContract 44660-A5R9CSC No. 44660-A5R9
AMENDMENT NO.5 AND RENEWAL NO.9
TO
CITY OF FORT WORTH CONTRACT 44660
This Fifth Amendment is entered into by and between the City of Fort Worth
(hereafter "Buyer"), a home rule municipality, with its principal place of business at 200 Texas
Street, Fort Worth, Texas, and PowerDMS, Inc. ("Vendor"), Buyer and Vendor may be referred
to individually as a Party and collectively as the Parties.
WHEREAS, on July 30, 2013 the Parties entered into City Secretary Contract 44660 to
provide a service for electronic content and relational database management of a Customer's
proprietary or public documents, data and/or materials services ("Agreement/Contract");
WHEREAS, the Parties wish to amend the Agreement to add Exhibit B-3, Quote Q-
185276 and Exhibit C, Vendor Services Agreement and increase the total compensation amount
by $743.63; and
WHEREAS, the parties wish to renew the Agreement for an additional term for an
amount not to exceed $61,444.91.
NOW, THEREFORE, the Parties, acting herein by and through their duly authorized
representatives, enter into the following agreement:
1.
AMENDMENTS
The Agreement is hereby amended to add Exhibit B-3, Quote Q-185276 and Exhibit C,
Vendor Services Agreement. The total compensation authorized by the Agreement shall not
exceed $61,414.91.
2.
RENEWAL
The Agreement is hereby renewed for a ninth renewal term beginning July 31, 2023 and ending
July 30, 2024.
2.
ALL OTHER TERMS SHALL REMAIN THE SAME
All other provisions of the Agreement which are not expressly amended herein shall
remain in full force and effect. In the event of a conflict the terms of Exhibit C shall control.
3.
ELECTRONIC SIGNATURE
This Amendment may be executed in multiple counterparts, each of which shall be
an original and all of which shall constitute one and the same instrument. A facsimile copy
or computer image, such as a PDF or tiff image, or a signature, shall be treated as and shall
have the same effect as anoriginal.
Fifth Amendment and Ninth Renewal OFFICIAL RECORD
to Fort Worth City Secretary Contract No. 44660 CITY SECRETARY Page 1 of 2
FT. WORTH, TX
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
VV
By: Valerie Washington (Jul 24, 2023 09:29 CDT)
Name: Valerie Washington
Title: Assistant City Manager
Date: J U [ 24, 2023
APPROVAL RECOMMENDED:
f-� By: '9
Name: Kevin Gunn
Title: Director, IT Solutions Department
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ATTEST: �� foRTo
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By:
Name: Jannette Goodall
Title: City Secretary
VENDOR:
PowerD
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By:
Name: Michael Burns,
Title: Accounting Director
Date: 7/19/23
Fifth Amendment and Ninth Renewal
to Fort Worth City Secretary Contract No. 44660
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
By: Steven Vandever (Jul 20, 2023 08:48 CDT)
Name: Steven Vandever
Title: Sr. IT Solutions Manager
APPROVED AS TO FORM AND LEGALITY:
�<p
By:
Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
Approved: N/A
1295: N/A
ATTEST:
By: vL
Name: Alex Chun
Title: CFO
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Page 2 of 2
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9:11 am. Jul 18 2023
Exhibit B-3
P(DwerDMS www.powerdrns. o.210.0713 O O`
Digital Management Software 101 S. Garland Ave,V
is g 101 S. Garland ve, Ste 300 Orlando. FL 32601
A NE000V awv.nr
Contract Details Order Details
Account Number: A-271751 Order #: Q .185276
Customer: Fort Worth City Marshal's Office (TX) Order Date: 5/4/2023
Sales Rep: Salesforce Administrator Valid Until: 5/4/2023
Subscription Start Date: 5/4/2023
Customer Contact Subscription Term (months): 12
Billing Contact: Fort Worth City Marshal's Office (TX) Billing Contact Email: philip.swift@fortworthtexas.gov
Philip Swift Phone: (817) 392-6700
Address: 350 W Belknap St Fax:
Fort Worth, TX 76104
Payment Terms
Payment Term: Net 60 Notes: 125-149 user tier
PO Number:
Item Type Start Date End Date Qty Total
PowerPolicy Professional Subscription Recurring 5/4/2023 5/3/2024 149 $8,294.19
A policy and compliance management platform that lets you create, edit, organize, and distribute content from a secure, cloud -based site. Included are
key features such as automatic workflows, signature capture and tracking, side -by -side comparison, Public -Facing Documents, PowerDMS University,
and Analytics for advanced reporting.
SSO I Recurring I 5/4/2023 I 5/3/2024 I 149 I $479.25
Single Sign on Service
TOTAL: $8,773.44
This price does not include any sales tax.
Wditional Terms and Conditions F_�=
Payment Terms All invoices issued hereunder are due upon the invoice due date. 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.
Terms & Conditions 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 Service Order and the services to be furnished pursuant to this Service Order are subject to the terms and conditions set forth
here: httDs://www.neoaov.com/service-specifications. The Effective Date (as defined in the terms and conditions) shall be the Subscription Start
Date.
Accepted and Agreed By Authorized Representative of:
City of Fort Worth
Signature:
Printed Name: Valerie Washington
Title: Assistant City Manager
Date
THE INFORMATION AND PRICING CONTAINED IN THIS SERVICE ORDER IS STRICTLY CONFIDENTIAL
Page 1 of 1
NEOGOV'"
SERVICES AGREEMENT
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PUWerDMS
Digital Management Software
You agree that by placing an order through a NEOGOV standard ordering document such as an "Order Form", "Service Order,"
"Ordering Document," "SOW" or other document mutually agreed by the parties detailing the services, pricing and subscription
term (each, an "Order Form" for purposes of this Agreement), you agree to follow and be bound by the terms and conditions set
forth herein. "Governmentjobs.com", "NEOGOV", "we", and "our" means Governmentjobs.com, Inc. (DB/A/ NEOGOV), for
and on behalf of itself and its subsidiaries PowerDMS, Inc., Cuehit, Inc., Ragnasoft LLC (DB/A/ P1anIT Schedule), and Design
PD, LLC (DB/A Agency360) (collectively, "NEOGOV" and, where applicable, its other affiliates; "Customer", "you", "your"
means the NEOGOV client, customer, and/or the subscriber identified in the Order Form).
"Services Agreement" or the "Agreement" shall be used to collectively refer to this NEOGOV Services Agreement, documents
incorporated herein including the applicable Order Form, each Addendum (as applicable), and Special Conditions (if
any). "Addendum" means each Addendum set forth either as an Exhibit and/or Attachment hereto or
otherwise made available at https://www.neogov.com/service-specifications (the "NEOGOV Site") and, as applicable,
made a part of this Agreement. "Special Conditions" means individually negotiated variations, amendments and/or additions to
this Service Agreement of which are either drafted, or incorporated by reference, into the Order Form.
Provision of Services. Subject to the terns 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) Subscrivtion 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) Subscrivtion 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 parry'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.
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
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Digital Management Software
A NEOGOV Comprq
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 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 terns 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. Pavment 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.
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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Digital Management Software
A NEOGOV Comprq
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 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. Sunnort Services. \
a) Maintenance. Updates. UDerades. 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, manual
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NEOGOV'"
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Digital Management Software
A NEOGOV Conpmy
data entry, migration services, data conversion, refinement, purification, reformatting, SQL dump, or process
consultation.
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 Processine and Privacv.
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 Processine 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.
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, 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
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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 Exhort. 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 Partv 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.
c) Excentions. 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
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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 Warrantv. 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.
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 Indemnitv. 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
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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
parry's intellectual property rights, NEOGOV may choose to either modify the Services to be non -infringing or
obtain a license to allow for continued use. If these alternatives are not commercially reasonable, NEOGOV may
end the subscription or license for the Services and refund a pro-rata portion of any fees covering the whole months
that would have remained, absent such early termination, following the effective date of such early termination.
ii) No Dutv to Indemnifv. 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 Remedv. 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 Liabilitv.
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 EVENT INITIALLY GIVING RISE TO SUCH LIABILITY. THE
EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT.
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16. Reimbursement of Costs in Third Partv Litisation. 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 Messase 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: (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. Publici . 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.
19. Force Maieure. 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 0) any other cause beyond the reasonable control of such party.
20. Independent Contractor: No Third Partv 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 terns 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 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.
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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 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.
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/ P1anIT Schedule), and Design PD,
Entity Name: City of Fort Worth
Signature:
Print Name: Valerie Washington
Assistant City Manager
Date:
�000v to
z KS 9'-
Signature: 9:10 am, Jul 18 2023
Print Name: Michael Burns,
Accounting Director
Date: 7/19/23
N
NEOGOV'"
Attachment 1
Government Customer Addendum
PUWerDMS
Digital Management Software
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 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 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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NEOGOV'"
Attachment 2
Integration Terms Addendum
PUWerDMS
Digital Management Software
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.neoizov.com/connect/marketplace.html and/or https:Hapidocs.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 Attachment 2 shall not apply to HRIS Services.
Provision of Intearations. 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.
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.
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.
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 httDs:Hapi.neo2ov.com/connect/index.html and/or
httr)s:HaDidocs.Dowerdms.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.
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
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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.
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 Processine. You must use efficient programming, which will not cause an overwhelming number of requests to
be made in too short a period of time, as -determined solely by NEOGOV. If this occurs, NEOGOV reserves the right to
throttle your API connections,or suspend or terminate your access to the Open API. NEOGOV shall use reasonable
efforts to provide Customer notice and reasonable time to cure prior to taking such actions.
Open API Limitations. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT
WILL NEOGOVBE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT,
NEGLIGENCE, STRICTLIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, LOST
PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF
BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY
KIND ARISING OUT OF THE USE OR INABILITY TO USE THE OPEN API; OR ANY DAMAGES, IN THE
AGGREGATE, IN EXCESS OF FIFTY DOLLARS, EVEN IF NEOGOV HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE
FORESEEABLE OR NEOGOV WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU
MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE
YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.
10. ODen 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.
12