Palo Alto City Council
October 24, 2022

1 City Council
Special Meeting
Monday, October 24, 2022
5:00 PM
Council Chamber & Virtual
Pursuant to AB 361 Palo Alto City Council meetings will be held as “hybrid” meetings with the option to attend by teleconference/video conference or in person. To maximize public safety while still maintaining transparency and public access, members of the public can choose to participate from home or attend in person. Information on how the public may observe and participate in the meeting is located at the end of the agenda. Masks are strongly encouraged if attending in person.

HOW TO PARTICIPATE

VIRTUAL PARTICIPATION
CLICK HERE TO JOIN (https://cityofpaloalto.zoom.us/j/362027238) Meeting ID: 362 027 238 Phone:1(669)900-6833
The meeting will be broadcast on Cable TV Channel 26, live on YouTube at https://www.youtube.com/c/cityofpaloalto, and streamed to Midpen Media Center at https://midpenmedia.org.

TIME ESTIMATES
Time estimates are provided as part of the Council's effort to manage its time at Council meetings. Listed times are estimates only and are subject to change at any time, including while the meeting is in progress. The Council reserves the right to use more or less time on any item, to change the order of items and/or to continue items to another meeting. Particular items may be heard before or after the time estimated on the agenda. This may occur in order to best manage the time at a meeting or to adapt to the participation of the public.

REVISED PUBLIC COMMENTS
Public Comments will be accepted both in person and via Zoom for up to three minutes or an amount of time determined by the Chair. All requests to speak will be taken until 5 minutes after the staff’s presentation. Written public comments can be submitted in advance to [email protected] and
will be provided to the Coun cil and available for inspection on the City’s website. Please clearly indicate which agenda item you are refe rencing in your email subject line.

Po
werPoints, videos, or other media to be presented during public comment are accepted only by email to [email protected] at least 24 hours prior to the m eeting. Once received, the City Clerk will have them shared at public comment for the specified item. To uphold strong cybersecurity management practices, USB’s or other physical electronic storage devices are not accepted. 2 Speci al Meeting October 24, 2022
Materials related to an item on this ag enda submitted to the Board after distribution of the agenda packet are available for public inspection at www.CityofPaloAlto.org.

CALL TO ORDER
SPECIAL ORDERS OF THE DAY (5:00 – 5:20 PM)

1. Appreciation for Joe Simitian, Santa Clara County Supervisor, for Advocacy on Behalf of the Palo Alto Community for affordable housing and support for mental health, and services to unhoused Palo Altans (including the $4 Million Challenge Grant in Support of Palo Alto Homekey)

2. The Great California Shakeout
STUDY SESSION (5:20 – 6:20 PM)

3. Crime Mitigation Strategies through the Use of Automated License Plate Recognition (ALPR) Technology

AGENDA CHANGES, ADDITIONS AND DELETIONS
PUBLIC COMMENT (6:20 – 6:40 PM)
Members of the public may speak to any item NOT on the agenda. Council reserves the right to limit the duration of Oral Communications period to 30 minutes.

CONSENT CALENDAR (6:40 – 6:45 PM)
Items will be voted on in one motion unless removed from the calendar by three Council Members.

4. Approval of Contract Amendment No. Two with GovernmentJobs.com, Inc. dba Neogov for Recruiting and Onboarding Services, to Extend the Term through June 30, 2025, Add Services, and Increase Compensation by an Amount Not -To-Exceed $249,883 for a N ew Contract Total Not-To-Exceed Amount of $411,323

5. Adoption of a Resolution Authorizing a City Application for the State Permanent Local Housing Allocation (PLHA) Funds and Authorization of City Manager or Designee to Manage the Allocation

6. Approval of Fiscal Year 2022 Reappropriation Requests to be Carried Forward Into Fiscal Year 2023 and Bu dget Amendments in Various Funds

7. Approval of a Professional Servi ces Agreement Contract Number C23185658 With BKF Engineers for the Amount of $900,000 Over a 3- year Term for On -Call Surveying and Design Support Services Supplemental Report Added
Q&A
Q&A
Public
Comment
Presentation
Supplemental
Report
3 Spe cial Meeting October 24, 2022
Materials related to an item on this agenda submitted to the Board after distribution of the agenda packet are available for public inspection at www.CityofPaloAlto.org.

8. Approve the Parks and Recreation Commission Recommendation for a New Skate Park; Authorize the Friends of Palo Alto Parks to begin Fundraising; and Direct Staff to Support Outreach
Supplemental Report Added
CITY MANAGER COMMENTS (6:45 – 7:00 PM)

ACTION ITEMS
Include: Reports of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Reports of Officials, Unfinished Business and Council Matters.

9. PUBLIC HEARING: Staff Recommend the City Council Review the North Ventura Coordinated Area Plan (NVCAP) Refined Preferred Alternative, Take Public Comment , and Endorse the Refined Preferred Alternative Plan. (7:00 - 9:00 PM)

10. Review and Provide Directio n to Staff on the Draft Permanent Parklet Program Standards and Policies; Adopt an Interim Ordinance and Resolution to Continue the Pilot Parklet Progra m and Other On- Street Uses During Transition Period; and Direct Staff to Return with Legislation Implementing a Permanent Parklet Program ( 9:00 – 10:30 PM)

COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS
Members of the public may not speak to the item(s)

ADJOURNMENT

OTHER INFORMATION
Standing Committee Meetings - None
Public
Comment Letters
Schedule of Meetings
Public Comment
Presentation
Supplemental
Report
Public Comment
Presentation
Presentation

City of Palo Alto (ID # 14870)
City Council Staff Report

Meeting Date: 10/24/2022 Report Type: Study Session

City of Palo Alto Page 1

Title: Study Session – Crime Mitigation Strategies through the Use of Automated License Plate Recognition (ALPR) Technology
From: City Manager
Lead Department: Police

Recommendation
This is a study session and no action is needed from City Council.

Executive Summary
Automated License Plate Reader (ALPR) technology uses a combination of cameras and computer software to scan the license plates of passing vehicles. The use of ALPR technology provides several potential benefits, including crime deterrence , real-time alerts to police when stolen or wanted vehicles enter an area, and enhanced investigative capabilities when a crime has already occurred. The Police Department is exploring the installation of fixed ALPR cameras at strategic locations in the C ity and is seeking the Council’s feedback and discussion so as to inform staff’s review and potential recommendation for Council approval of implementation of this technology. If the Department moves forward with deployment, it would complete a procurement process and return to Council with a proposed contract, deployment plan, and policy. This report outlines the uses and benefits of fixed ALPR technology, as well as associated privacy considerations and applicable law.

Background
Automated License Pl ate Reader (ALPR) technology uses a combination of cameras and computer software to scan the license plates of passing vehicles. The cameras, which can be fixed (e.g., mounted on road signs or traffic lights), or mobile (i.e., mounted on a vehicle), capture computer -readable images that allow law enforcement to compare plate numbers against plates of known stolen vehicles or vehicles associated with individuals wanted on criminal charges. When a match is found, a real -time alert is generated, notifying pol ice of the location where the image of the stolen or wanted vehicle was captured. ALPR data can also be used by investigators after a crime has been committed to identify and locate associated vehicles.

The Palo Alto Police Department has utilized a si ngle mobile ALPR unit for over ten years, and has recovered stolen vehicles and located wanted criminals as a result. The limitation of a single 3 Packet Pg. 4

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mobile ALPR is that alerts and data collection only occur when that vehicle is being operated by an officer, which is limited by staffing, calls for service, and other duties. Data is also limited to the route and distance traveled by the single patrol vehicle.

The use of ALPR technology is specifically regulated by California Civil Code §1798.90.5, et seq. and is also subject to the City’s Surveillance Technology ordinance, PAMC §2.30.620, et seq.

Discussion
The addition of fixed ALPR cameras provides the City with a cost -effective force multiplier that helps direct officers to where crimes are occurring and p rovides invaluable investigative leads following a crime. Strategically placed fixed ALPR cameras provide greater geographic and temporal coverage without the necessity of an officer or patrol vehicle. The use of fixed ALPR technology has become widespre ad in the region and is being used by many local police agencies to successfully locate stolen vehicles and solve other crimes where a vehicle has been used. In recent years, ALPR technology has continued to evolve in terms of quality and accuracy, while also becoming less cost-prohibitive.

Uses of ALPR
Recent years have seen regional increases in catalytic converter thefts, auto burglaries, vehicle thefts and organized retail thefts. And, although still rare, the community has experienced several brazen armed robberies. Those responsible for such crimes commonly use a vehicle to travel to and flee from the crime scene. Moreover, such offenders often engage in a series of criminal offenses involving multiple jurisdictions and victims, and commonly arrive in a stolen vehicle, a vehicle bearing stolen plates, or a vehicle that law enforcement has previously connected to verified criminal activity . Identifying stolen or wanted vehicles, via fixed ALPR, as they enter a target area provides law enforcement an opportunity to intervene before additional crimes are committed, and potentially apprehend wanted persons or recover stolen property. ALPR data also provides investigators with an additional technique to identify, locate and apprehend offenders once a crime has already occurred.

Logistics: A fixed ALPR system captures the date, time, location, license plate (state, partial, paper, and no plate), and vehicle characteristics (make, model, type, and color) of passing vehicles. The cameras function well und er daylight and low light conditions and are capable of capturing images of vehicles traveling at freeway speeds. ALPR cameras are positioned to capture rear license plates only and are not designed to capture images of vehicle occupants or utilize facial recognition technology. To derive maximum benefit with the fewest cameras needed, cameras are typically placed at strategically selected locations based on several factors: crime statistics, common vehicular ingress and egress points, and traffic volume.

Accounting for these factors provides the greatest likelihood of capturing images of suspects’ vehicles and their license plates.

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ALPR data is transmitted in an encrypted format, and stored remotely by a third -party vendor, consistent with Criminal Just ice Information System (CJIS) protocols. Departments utilizing an ALPR system access the data via a web-based platform.

Neighboring Agency Usage: Other local communities are currently using fixed ALPR technology, including Menlo Park, Atherton, Los Alt os Hills, Saratoga, Campbell, San Jose, Los Gatos, Gilroy, Morgan Hill, Milpitas, and Santa Clara, with several other local jurisdictions in the process of implementing the technology. These jurisdictions anecdotally report that, since the deployment of f ixed ALPR, they have experienced a marked increase in the recovery of stolen vehicles, as well as investigative success stories attributable to ALPR data.

Benefits of Usage: The use of ALPR technology provides several potential benefits, including crime deterrence, real-time alerts to police when stolen or wanted vehicles enter an area, and enhanced investigative capabilities when a crime has already occurred.

• Real-Time Alerts: When a real -time ALPR alert occurs, notifying police of the presence of a wanted or stolen vehicle, officers can respond to the area to search for the vehicle. If officers locate the vehicle, prior to making an enforcement stop, they visually confirm the plate number and manually check it against law enforcement databases to con firm the accuracy of the ALPR information and the legal justification for the stop.

• Deterrence: Even if officers are unable to locate and stop the vehicle in question, suspects may see the police response and be deterred from further criminal activity. Indeed the mere presence of the ALPR cameras, visibly mounted on public infrastructure and potentially accompanied by signage, may act as a deterrent. Police personnel have reported to staff that some criminals will intentionally target jurisdictions without ALPR technology to increase their chances of successfully avoiding detection while committing crimes.

• Solve Crimes Already Committed: In addition to providing opportunities to prevent crime and apprehend wanted persons via real -time alerts, ALPR data c an be used by investigators to solve crimes that have already occurred. Commonly, by the time a crime is reported to police, the suspects have already fled the area, and it is the job of police to identify and locate the suspects at a later time. While v ictims and witnesses can often provide responding officers with a description of the vehicle used by a suspect, those descriptions are frequently incomplete (e.g., a partial license plate number, vehicle type and color only) or consist of a license plate n umber that corresponds to a stolen vehicle or a stolen plate.

Investigators can turn that imperfect or incomplete information into actionable leads by querying the ALPR database.

For example, investigators can search the database for vehicles matching e ven an incomplete description, which entered or exited the area of the crime, and use any responsive images as the basis for further investigation. Or, in the case of suspects using a stolen vehicle or a vehicle bearing stolen plates, investigators can se arch the database for 3 Packet Pg. 6

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other locations that vehicle has been observed and use that as a way to locate it or connect it to other offenses.

• Regional Coordination: ALPR data sharing among local law enforcement partners allows agencies to collaboratively inv estigate, identify and apprehend multi -jurisdictional offenders, or those who commit crimes in one jurisdiction but reside in another. For example, if a vehicle wanted in connection with a Palo Alto crime is frequently captured, via ALPR, at a particular location in another city, that may provide Palo Alto investigators the lead they need to locate the vehicle and apprehend the suspect. Or, in the case of organized retail thieves, ALPR data sharing may allow investigators to connect multiple cases across disparate jurisdictions, share evidence, and obtain the best prosecutorial outcomes.

• Expanded Searchable Data Set: Private entities (e.g., Home Owners Associations, shopping centers, individual retailers) utilizing ALPR cameras can also elect to share th eir data with local law enforcement, to include real -time alerts when wanted or stolen vehicles are captured. The Department is informed that multiple such entities exist in Palo Alto, including the City’s largest shopping center. This is a one -way share. A private entity that shares its ALPR data with law enforcement does not gain access to law enforcement data in return. The investigative usefulness of an ALPR system is greatly enhanced as its searchable data set increases, whether from other law enforcement contributors or private entities.

One of the four priorities of the City Council this calendar year is Community Health and Safety with an emphasis on c rime (among others). Further, the 2030 Comprehensive Plan includes policies S-1.6 and S-1.7, which supports a balanced approach of utilizing safety technology with policy driven safeguards. The Department believes that the deployment of a fixed ALPR system, with sound polices and training, would support crime prevention, criminal apprehension, stolen vehicle recovery, and criminal investigation, by providing police with real - time alerts when wanted or stolen vehicles enter targeted areas and by capturing footage of fleeing suspect vehicles.

Privacy Considerations
Organizations such as the Ame rican Civil Liberties Union (ACLU), have expressed concerns about the use of ALPR. Among its concerns are data access, storage, retention, sharing, and reporting. If fixed ALPR were to be deployed in Palo Alto, the Department would implement policies responsive, in whole or in part, to each of these concerns. For example, many local law enforcement agencies retain ALPR data for 1 year, or even longer; the Department believes that a retention period as short as 30 days would adequately support investigati ve needs. Only data which has been identified as relevant to a specific criminal investigation would be retained longer than that 30 day period.

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Internally, data would only be accessible to properly trained staff with a legitimate law enforcement need, and all queries would be logged and subject to audit. When implementing this technology, an organization has choices on its policies regarding sharing of data. S ome local law enforcement agencies share data with federal and out of state law enforcement agencies. The Department would recommend restrictions on sharing of data collected by the City to only share data with other local law enforcement agencies who adhere to similar policies, and those queries would likewise be logged. Neither the Department, nor the third - party vendor, would share the Department’s data with any non law enforcement entities. The Department would make readily -accessible to the public its relevant policies as well as information concerning the number of cameras deployed, the dat a retention period, and the names of law enforcement agencies with whom it shares data.

Legal and Policy Considerations
California Civil Code § 1798.90.5, et seq . governs the collection and use of license plate information by government agencies. It sp ells out the policies that an agency must implement when collecting ALPR data. These policies, largely, address the same concerns set forth above under Privacy Considerations. If fixed ALPR were to be deployed in Palo Alto, the Department would ensure that its policies and training satisfied the requirements of this statute.

Palo Alto’s Surveillance Technology ordinance (No. 5420) modified PAMC § 2.30.620, et seq. to establish criteria and procedures to protect personal privacy in the acquisition and use of surveillance technology, and provide for ongoing monitoring and reporting. Fixed ALPR is “surveillance technology” as defined by the ordinance. The ordinance requires Council approval of the acquisition of new surveillance technology and of a Surveil lance Use Policy specific to each new approved technology. In approving new surveillance technology, the Council must determine that its benefits outweigh the associated costs and concerns. The ordinance sets forth specific elements that must be present in a Surveillance Use Policy, including limitations on access, use, and retention, as well as a description of compliance procedures. Prior to the acquisition of fixed ALPR for deployment in Palo Alto, the Department would return for Council approval and ensure that its Surveillance Use policy and training satisfy the requirements of the ordinance.

Resource Impact
Should the City move forward with the acquisition of fixed ALPR technology, the Department would complete a procurement process in which costs and other factors are examined, and return to the Council with a recommended vendor and proposed agreement.

A fixed ALPR system could be deployed either by leasing the equipment, with installation, maintenance and replacement being the responsibility of the vendor, or via purchase of the equipment, with installation, maintenance and replacement being the responsibility of the City.

In either case, there would be an additional annual subscription cost, associated with accessing the ALPR database.

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Preliminary research, based on open source vendor information and publicly -available information regarding the cost of ALPR programs in other local cities, suggests that a deployment of fixed ALPR cameras in Palo Alto would come at a cost, in year one, of $75, 000- $200,000, and an on -going annual cost thereafter of approximately $50,000 -$150,000. If the City elected to purchase the cameras, it would expect to replace the equipment approximately every 5 years, given the useful life of equipment exposed to the el ements and advances in technology.

Stakeholder Engagement
The Department has reviewed a variety of relevant materials prepared by the ACLU, including its recommendations specific to the use of ALPR technology by law enforcement. In addition, the Depart ment proactively contacted local and regional ACLU representatives to request a meeting to discuss the group’s concerns with ALPR technology. To date, the ACLU has not been able to accommodate the Department’s request but the Department is hopeful this will occur in the near future.

The Department has consulted with several local law enforcement agencies to gather best practices for the acquisition, deployment, and oversight of a fixed ALPR program.

Attachments:
• Attachment3.a: Attachment A: Palo Alto Municipal Code Surveillance Ordinance • Attachment3.b: Attachment B: ACLU Surveillance Guidelines 3 Packet Pg. 9
DocuSign Envelope ID: 424B60F0-0833-4F27-9BFF-5CDC3FF741AE Ordinance No. 5450
Ordinance of the Council of the City of Palo Alto Adding Sections

2.30.G20- 2.30.G90 to Title 2 of the Palo Alto Municipal Code to Establish Criteria and Procedures to Protect Personal Privacy in the Acquisition and Use of Surveillance Technology and Provide for Ongoing Monitoring and Reporting
The Council of the City of Palo Alto does ORDAIN as follows:

SECTION 1. Findings and Recitals. The Council of the City of Palo Alto finds and declares as follows:

To promote public trust and ensure protection of privacy, the Palo Alto City Council desires to establish a general policy governing consideration, acquisition and use of technologies by the City, including its contractors and partners, that gather information about specific individuals or groups of individuals;
The City also recognizes the value of and wishes to foster Smart City initiatives that enhance City programs and services to citizens and visitors through the use of technology; Accordingly, the City adopts the following ordinance to increase transparency, oversight and accountability in the acquisition and deployment of technologies that collect and retain personally identifiable information of persons not accused of unlawful activity.

SECTION 2. PART GA-SURVEILLANCE AND PRIVACY PROTECTIONS, Sections 2.30.G20-

2.30.G90, is added to Chapter 2.30 [Contracts and Purchasing Procedures], of Title 2 [Administrative Code] of the Palo Alto Municipal Code to read as follows:

2.30.620 Title.

This Part GA shall be known as the Surveillance and Privacy Protection Ordinance.

2.30.630 Council Approval Required for Contracts, Agreements, Grant Applications and Donations Involving Surveillance Technology.

The Council shall approve each of the following:
(a) Applications for grants, acceptance of state or federal funds, or acceptance of in-kind or other donations of Surveillance Technology;
(b) Notwithstanding any delegation of authority to award contracts in this Chapter 2.30, contracts of any type and any amount that include acquisition of new Surveillance Technology; (c) Use of Council-approved Surveillance Technology for a purpose, in a manner, or in a location outside the scope of prior Council approval; or 180830 th 0140191

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DocuSign Envelope ID: 424B60FO-D833-4F27-9BFF-5CDC3FF741AE (d) Agreements with a non-City entity to acquire, share, or otherwise use Surveillance Technology or the information it provides.

2.30.640 Council Approval of Surveillance Use Policy.

The Council shall approve a Surveillance Use Policy addressing each activity that it approves that is listed in Section 2.30.630. If no current Surveillance Use Policy covers an approved activity, Council shall adopt a new policy or amend an existing policy to address the new activity.

2.30.650 Information Required.

Unless it is not reasonably possible or feasible to do so, before Council approves a new activity listed in Section 2.30.630, the City should make available to the public a Surveillance Evaluation and a proposed Surveillance Use Policy for the proposed activity.

2.30.660 Determination by Council that Benefits Outweigh Costs and Concerns.

Before approving any new activity listed in Section 2.30.630, the Council shall assess whether the benefits of the Surveillance Technology outweigh its costs. The Council should consider all relevant factors, including financial and operational impacts, enhancements to services and programs, and impacts on privacy, civil liberties, and civil rights.

2.30.670 Oversight Following Council Approval.

Beginning after the close of fiscal year 2019 and annually thereafter, the City shall produce and make available to the public an Annual Surveillance Report. The Annual Surveillance Report should be noticed as an informational report to the Council. The Council may calendar the Annual Surveillance Report or any specific technology included in the report for further discussion or action, and may direct that (a) use of the Surveillance Technology be modified or ended; (b) the Surveillance Use Policy be modified; or (c) other steps be taken to address Council and community concerns.

2.30.680 Definitions.

The following definitions apply to this Section:
(a) "Annual Surveillance Report" means a written report, submitted after the close of the fiscal year and that includes the following information with respect to the prior fiscal year:
(1) A description of how each Council-approved Surveillance Technology was used, including whether it captured images, sound, or information regarding members of the public who are not suspected of engaging in unlawful conduct; (2) Whether and how often data acquired through the use of the Surveillance Technology was shared with outside entities, the name of any recipient entity, the types of data disclosed, and the reason for the disclosure;

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DocuSign Envelope ID: 424B60FO-D833-4F27-9BFF-5CDC3FF741AE (3) A summary of any community complaints or concerns about the surveillance technology;
(4) Non-privileged and non-confidential information regarding the results of any internal audits, information about violations of the Surveillance Use Policy, and any actions taken in response;
(S) Whether the Surveillance Technology has been effective at achieving its identified purpose;
(6) The number and nature of Public Records Act requests relating to the Surveillance Technology;
(7) Annual costs for the Surveillance Technology and for compliance with this Surveillance and Privacy Protection Ordinance, including personnel and other ongoing costs, and sources of funding; and
(8) Other relevant information as determined by the City Manager.

The Annual Surveillance Report will not include information that may compromise the integrity or limit the effectiveness of a law enforcement investigation. (b) "Surveillance Evaluation" means written information, including as part of a staff report, including:
(1) A description of the Surveillance Technology, including how it works and what information it captures;
(2) Information on the proposed purpose, use and benefits of the Surveillance Technology;
(3) The location or locations where the Surveillance Technology may be used; (4) Existing federal, state and local laws and regulations applicable to the Surveillance Technology and the information it captures; the potential impacts on civil liberties and privacy; and proposals to mitigate and manage any impacts; (5) The costs for the Surveillance Technology, including acquisition, maintenance, personnel and other costs, and current or potential sources of funding. (c) "Surveillance Technology" means any device or system primarily designed and actually used or intended to be used to collect and retain audio, electronic, visual, location, or similar information constituting personally identifiable information associated with any specific individual or group of specific individuals, for the purpose of tracking, monitoring or analysis associated with that individual or group of individuals. Examples of Surveillance Technology include drones with cameras or monitoring capabilities, automated license plate readers,

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DocuSign Envelope ID: 424860FO-D833-4F27 -9BFF-5CDC3FF741AE closed-circuit cameras/televisions, cell-site simulators, biometrics-identification technology and facial-recognition technology. For the purposes of this Ordinance, "Surveillance Technology" does not include:
(1) Any technology that collects information exclusively on or regarding City employees or contractors;
(2) Standard word-processing software; publicly available databases; and standard message tools and equipment, such as voicemail, email, and text message tools; (3) Information security tools such as web- filtering, virus detection software; (4) Audio and visual recording equipment used exclusively at open and public events, or with the consent of members of the public;
(5) Medical devices and equipment used to diagnose, treat, or prevent disease or injury.
(d) "Surveillance Use Policy" means a stand-alone policy or a section in a comprehensive policy that is approved by Council and contains:
(1) The intended purpose of the Surveillance Technology. (2) Uses that are authorized, any conditions on uses, and uses that are prohibited. (3) The information that can be collected by the Surveillance Technology. (4) The safeguards that protect information from unauthorized access, including, but not limited to, encryption, access-control, and access-oversight mechanisms. (5) The time period for which information collected by the Surveillance Technology will be routinely retained; the process by which the information is regularly deleted after that period lapses; and conditions and procedures for retaining information beyond that period.
(6) If and how non-City entities can access or use the information, including conditions and rationales for sharing information, and any obligations imposed on the recipient of the information.
(7) A description of compliance procedures, including functions and roles of City officials, internal recordkeeping, measures to monitor for errors or misuse, and corrective procedures that may apply.

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DocuSign Envelope ID: 424B60FO-DB33-4F27 -9BFF-5CDC3FF741AE

2.30.690 No Private Right of Action.

This Surveillance and Privacy Protection Ordinance is not intended and shall not be interpreted to create a private right of action for damages or equitable relief on behalf of any person or entity against the City or any of its officers or employees.

SECTION 3. Severability. If any provision, clause, sentence or paragraph of this ordinance, or the application to any person or circumstances, shall be held invalid, such invalidity shall not affect the other provisions of this ordinance which can be given effect without the invalid provision or application and, to this end, the provisions of this ordinance are hereby declared to be severable.

SECTION 4. CEQA. This ordinance is exempt from the requirements of the California Environmental Protection Act (CEQA) pursuant to Section 15061(b)(3) of Title 14 of the California Code of Regulations since it can be seen with certainty that there is no possibility the adoption and implementation of this ordinance may have significant effect on the environment .

SECTION 5. Effective Date. This ordinance shall be effective on the thirty-first date after the date of its adoption .

INTRODUCED: September 10, 2018
PASSED: October 1, 2018
AYES: DuBois, Filseth, Fine, Holman, Kniss, Kou, Scharff, Tanaka, Wolbach NOES:

ABSTENTIONS:

ABSENT:

ATIEST: ~
~MCA
City Clerk
APPROVED AS TO FORM:
[~Si:,
39A4138853514AIL.

City Attorney
Page S of S

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Certificate Of Completion
Envelope Id: 424B60FOD8334F279BFF5CDC3FF741AE
Subject: Please DocuSign: ORD 5450 surveillance technology ordinance.docx Source Envelope:

Document Pages: 5
Certificate Pages: 2
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10/17/2018 8:55:45 AM
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Molly Stump
molly.stump@cityofpaloalto .org
City Attorney
City of Palo Alto
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Ed Shlkada
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Assistant City Manager
City of Palo Alto
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Palo Alto , CA 94301
Beth.Minor@CityofPaloAlto .org
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Resent: 10/18/2018 9:1 0:32 AM
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Signed: 10/18/2018 1 :56:41 PM
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Making
SMart
DeciSionS
about
Surveillance
A Guide for Community
trAnspArenCy,
ACCountAbility
& oversiGht
the ACLU
of CALiforniA
APriL 2016

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urveillance is on the rise in our communities, but basic transparency, oversight, and accountability remain the exception, not the rule. Police are spending billions of dollars on very sophisticated and invasive surveillance technology from license plate readers and cell phone trackers to facial recognition and drones. Too many of these programs are moving forward without public conversation, careful consideration of the costs and benefits, or adequate policies in place to prevent misuse and protect rights. As a result, surveillance may enable high-tech profiling, perpetuate systems of abusive policing, and undermine trust in law enforcement, particularly in communities of color where police misconduct has been rampant and community relationships have been strained. It’s time for change.

Communities must be equal partners in any decision about the use of surveillance technology. They need to know when and why surveillance is being considered, what it is intended to do, and what it will really cost — both in dollars and in individual rights. They need to be certain that any proposal includes strong mechanisms for transparency, accountability, and oversight. Otherwise, public trust can be easily damaged, and communities can end up saddled with systems that are too invasive, very expensive, and much less effective at accomplishing community safety goals than initially imagined.

This guide provides a step-by-step framework to approach surveillance proposals, properly evaluate their true costs, and develop policies that provide transparency, oversight, and accountability. Its checklist walks community members, policymakers, and law enforcement officials through essential questions to ask and answer about surveillance proposals, and includes dozens of case studies highlighting smart approaches and missteps to avoid. The guide concludes with model language for policymakers to adopt to make sure the right process is used every time a surveillance proposal is considered.

We hope you will find this document and its supporting materials (available online at aclunc.org/smartaboutsurveillance) useful in ensuring your community is making informed decisions about surveillance.

N i c o l e A . O z e r P e t e r B i b r i n g Technology and Civil Liberties Policy Director Police Practices Director ACLU of California ACLU of California
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Authors: Chris Conley, Matt Cagle, Peter Bibring, Jessica Farris, Linda Lye, Mitra Ebadolahi, and Nicole Ozer, ACLU of California Contributing Writers: Addison Litton and Thomas Mann Miller Design & Layout: Gigi Pandian & Daniela Bernstein

This publication was underwritten with support from the ACLU Foundation and the ACLU’s generous members and donors.

PUBLISHED BY THE ACLU OF CALIFORNIA
SECOND EDITION — APRIL 2016

CONTENTS
Technology Overview ............................................................................................................................................. 2 Key Questions to Answer Before Moving Forward with Any Surveillance Proposal .......................... 3 Why It Matters: The Costs and Consequences of Surveillance ................................................................. 4 Surveillance Impacts Civil Rights and Community Trust ................................................................................ 4 Surveillance Carries Both Immediate and Ongoing Financial Costs ............................................................. 7 Surveillance Must Take Evolving Privacy Law into Account ......................................................................... 8 Necessary Steps when Considering a Surveillance Proposal ................................................................... 11 Collectively Evaluate the Effectiveness, Costs and Alternatives Before Making Decisions about Surveillance ................................................................................................................................................. 11 Establish a Surveillance Use Policy to Mitigate Harms and Protect Rights ................................................ 17 Ensure Accountability by Enforcing Policies and Encouraging Ongoing Public Engagement .............. 21 Conclusion................................................................................................................................................................ 24 Appendix: Model Surveillance & Community Safety Ordinance ............................................................ 25 Endnotes ................................................................................................................................................................... 29

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2 MAKING SMART DECISIONS ABOUT SURVEILLANCE: A GUIDE FOR COMMUNITIES

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4 MAKING SMART DECISIONS ABOUT SURVEILLANCE: A GUIDE FOR COMMUNITIES Why It Matters: The Costs and Consequences of Surveillance Surveillance technology is often proposed as an efficient public safety tool. But too often, proposals ignore not only the true financial costs of surveillance technology but also their potential to infringe on civil rights and undermine public trust and effective policing. Communities should identify and assess all of the harms and costs of surveillance as early in the consideration process as possible in order to determine whether moving forward with a surveillance technology is really the right choice.

A. SURVEILLANCE IMPACTS CIVIL RIGHTS AND COMMUNITY TRUST The community at large can pay a heavy price if
surveillance technology is acquired and deployed
without evaluating its impact on civil rights and its
potential for misuse. Surveillance can easily intrude
upon the individual rights of residents and visitors,
perpetuate discriminatory policing, or chill freedom of expression, association, and religion — freedoms that
public officials are sworn to protect.1 As a result,
surveillance can erode trust in law enforcement, making it harder for officers and community members to work
together to keep the community safe.2

1. SURVEILLANCE CAN INTRUDE UPON COMMUNITY
MEMBERS’ RIGHTS
The greatest cost of surveillance technology may not be financial but personal: the invasion and infringement of civil rights. Various types of surveillance technology are capable of capturing and storing vast amounts of information about community members and visitors: the political rallies and religious services they attend, the health services they use, the romantic partners they have, and more. Just the perceived threat of surveillance has the potential to harm community members by discouraging individuals from participating in political advocacy, opposing police misconduct, evaluating reproductive choices, exploring their sexuality, and engaging in other activities that are clearly protected by the federal and California constitutions. And, too often, this perception is grounded in reality, as demonstrated by Fresno’s use of social media monitoring software that flagged “#blacklivesmatter” as an indicator of criminal activity.34 There are many examples of the misuse of surveillance to target individuals based on their race, ethnicity, associations, or religious or political activities. Police in Santa Clara used a GPS device to track a student due to his father’s association with the local Muslim Community Association.5 Police in Michigan sought “information on all the cell phones that were congregating in an area where a labor-union protest was expected.”
6 The NSA specifically monitored the email of several prominent Muslim-Americans with no evidence whatsoever of wrongdoing.7 In Britain, where video surveillance is pervasive, a European Parliament “[S]urveillance  programs  follow  a  long
history of law enforcement targeting African
American  and  other  minority  groups….  We
need … a future in the city where our police
department  and  other  public  institutions
have  true  community  oversight  and
accountability.”
The  Rev.  B.T.  Lewis  and  Taymah  Jahsi,
Organizers, Faith in Community in Fresno2
Civil Rights Principles in an Era of Big Data, signed by fourteen of the nation’s leading civil and human rights groups, sounds the alarm on how surveillance technology often disproportionately affects communities of color and religious and ethnic minorities. It calls for technology to be “designed and used in ways that respect the values of equal opportunity and equal justice” and urges users to “stop high‐tech profiling” and “preserve constitutional principles.” The document further calls for search warrants and other independent oversight of law enforcement and “clear limitations and robust audit mechanisms to make sure that if these tools are used it is in a responsible and equitable way.”4

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study showed that “the young, the male and the black were systematically and disproportionately targeted not because of their involvement in crime or disorder, but for ‘no obvious reason.’”8 Surveillance programs that do not focus on individual targets can be particularly problematic. Tracking entire groups or communities extends “guilt by association” to those who have done nothing wrong, discourages participation in local activities, and alienates community members. And once members of the group are tainted with such suspicion, it becomes easy to justify prying into their private lives, or even threatening them with further consequences if they do not cooperate with additional surveillance efforts. 9 101112

SURVEILLANCE OF POLITICAL AND SOCIAL ACTIVISTS
The government has a long and troubled history of abusing surveillance powers to target political and social activists. From the  “Red Squads” of the early 20th cent ury to the FBI’s efforts to infiltrate and discredit antiwar and civil rights activists in the 1960s, to recent surveillance of the Black Lives Matter movement:
 The  Department  of  Homeland  Security  monitored  the  social  media a c c o u n t s  o f  B l a c k  L i v e s Matter members and collected details about the locations of members and plans for peaceful protests in Ferguson, Baltimore, and New York City. This led many to question why the DHS — formed to combat terrorism — was surveilling members of a peace ful domestic social justice movement.10
 Police  in  Fresno,  California,  secretly  acquired  and  tested  multiple  social  media  surveillance tools  that  encouraged  surveillance  of  hashtags  like  #BlackLives Matter,  #dontshoot,  and #wewantjustice and assigned individuals a “threat level.” This led to nationwide negative press attention and calls for reform from community members, all of w hich forced the police chief to issue a public apology.11
 Authorities in the Oregon Department of Justice came under fire  when it was revealed that a senior  investigator  had  used  software  to  conduct  surveillance  o f  hashtags  including #BlackLivesMatter, which returned results for civil rights advocates, including the president of the  Urban  League  of  Portland.  The  story  triggered  a  public  apology  by  Oregon’s  Attorney General and led to an internal investigation.12
Intelligence reforms born from lawsuits and congressional inqui ries have led many law enforcement agencies  to  bar  the  collection  of  information  about  political  activism  and  other  First  Amendment‐ protected activities without a j ustifiable suspicion of crimina l activity. But surveillance of Black Lives Matter  demonstrates  a  need  for  similar  restrictions  on  the  use of  surveillance  technology  today  to ensure that it is not used to chill or undermine political and social activism.

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6 MAKING SMART DECISIONS ABOUT SURVEILLANCE: A GUIDE FOR COMMUNITIES “Dragnet” surveillance often targets communities of color:
for example, in Oakland, the police have
disproportionately used license plate readers in African- American and Latino neighborhoods.13 In Compton,
police flew a plane rigged with high-powered surveillance cameras overhead for weeks without the public’s
knowledge or consent.14 Because it involves collecting vast amounts of information, dragnet surveillance also creates the potential for all sorts of abuse, from NSA analysts tracking romantic partners15 to a Washington, D.C. police lieutenant blackmailing patrons of a gay bar.1617 18
Surveillance carries privacy and free speech threats even if it is conducted solely in public places. This is particularly true when surveillance information is aggregated to build a robust data profile that can “reveal much more in combination than any isolated record.”19
As Supreme Court Justice Sonia Sotomayor has noted,
“a precise, comprehensive record of a person’s public
movements … reflects a wealth of detail about her
familial, political, professional, religious, and sexual associations.” In addition, “[a]wareness that the
Government may be watching chills associational and
expressive freedoms.”
20 2. SURVEILLANCE CAN ERODE TRUST IN LAW ENFORCEMENT
When law enforcement fails to fully engage with community members about the impact of surveillance — or, worse, entirely skirts the democratic process by acquiring and deploying surveillance technology without public discussion at all — it erodes trust even further, making it even harder for law enforcement officers to work with the community to solve crimes and protect public safety.

In the years after the September 11th attacks, the New York Police Department created a secretive intelligence wing that infiltrated Muslim neighborhoods with undercover officers, where they monitored the daily lives of and compiled dossiers about Muslim-Americans engaging in constitutionally protected activities in cafes, bookstores, and private residences with no
evidence of illegal activity.21 22These activities gravely harmed the community’s trust in law enforcement and led to a multi-year lawsuit and settlement that barred the
NYPD from conducting investigations on the basis of race, religion, or ethnicity, and mandated implementation of a series of reforms designed to deter warrantless surveillance.

In Compton, news broke about an aerial surveillance
program that watched the whole community and was
intentionally kept “hush-hush” by the Sheriff’s Department to deter civil rights complaints. Both citizens and lawmakers were up in arms that they had been kept in the dark about such intrusive surveillance. Angry community members rightly questioned, "Why are we the target? As citizens we deserve [to know]. We are not all criminals.... It's an invasion of privacy.” The Mayor called for a “citizen private protection policy,” ensuring that the community would be notified before any new surveillance equipment was deployed or used.23
“One  of  the  most  alarming  parts  of  that
history has been the ways that surveillance
h a s  b e e n  m i s u s e d  a g a i n s t  B l a c k  p e o p l e who  have  been  advocating  for  their
justice. It’s been used to discredit, abuse,
and incarcerate.”
O p a l  T o m e t i ,  B l a c k  L i v e s  M a t t e r  c o ‐ founder17
"Those of us from marginalized communities
grew up in environments very much shaped
by  surveillance,  which  has  been  utilized  to
r a m p  u p  t h e  c r i m i n a l  j u s t i c e  s y s t e m  a n d increase deportations….”
Steven Renderos, Center for Media Justice
18 “The effects of surveillance on New York
Muslim communities have been
devastating.… Community members’ ties
to local police precincts have
deteriorated due to distrust and fear.”
H i n a  S h a m s i ,  A C L U  N a t i o n a l  S e c u r i t y Project Director22

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B. SURVEILLANCE CARRIES BOTH IMMEDIATE AND ONGOING FINANCIAL COSTS In addition to the costs to civil rights and civil liberties, the fiscal impact of surveillance can be extensive.

Modifying current infrastructure, operating and maintaining systems, and training staff can consume limited time and money, even if federal or state grants fund initial costs. Surveillance technologies may also fail or be misused, resulting in costly lawsuits. To calculate the full financial cost of surveillance technology, communities must look beyond the initial sticker price. 24 1. SURVEILLANCE REQUIRES INFRASTRUCTURE, STAFFING, TRAINING, AND MAINTENANCE The hidden costs of infrastructure, training and staffing, operations and maintenance, and the potential for budget overruns, can dwarf the cost of acquiring surveillance technology in the first place. Communities that have failed to accurately estimate the full financial cost of a surveillance system have dealt with massive cost overruns and programs that failed to accomplish their stated purpose. For example, Philadelphia planned to spend $651,672 for a video surveillance program featuring 216 cameras. Instead, it spent $13.9 million on the project and wound up with only 102 functional cameras after a year, a result the city controller described as “exceedingly alarming, and outright excessive — especially when $13.9 million is equivalent to the cost of putting 200 new police recruits on our streets.”25 To avoid a similar incident in your community, it is essential to identify all of the costs required to install, use, and maintain surveillance technology before making a decision about whether to do so.

2. SURVEILLANCE CAN CREATE FINANCIAL RISKS INCLUDING LITIGATION AND DATA BREACH Surveillance programs that fail to include proper safeguards to prevent errors or misuse and protect freedom of expression, association, and religion, or that inadequately enforce such safeguards, can lead to expensive litigation that diverts resources from other public services. For example, Muslim residents in Orange County filed a discrimination lawsuit when it was revealed that state agents were sending informants into mosques to collect information on the identities and activities of worshippers.26 The NYPD paid $2 million in attorney fees for spying on New York’s Muslim communities.27 Even technical glitches can create the potential for costly lawsuits and other expenses: the City of San Francisco was embroiled in a multi- year civil rights lawsuit after wrongly pulling over, handcuffing, and holding at gunpoint an innocent woman due to an error by its ALPR system.
28 29
The collection of surveillance data also creates the risk of data breaches that can incur significant public costs as well as endanger residents’ privacy and economic security.

Even following best practices (which itself can entail significant expense) is not enough to prevent every breach. California law requires that a local agency notify residents about a security breach.30 And the fiscal costs of a breach of sensitive surveillance data could be very high: a 2015 report found that companies spent an average of $3.7 million to resolve a data security breach.31 The more information your community collects and retains, the greater the risk and potential cost of a breach. “When  you’re  considering  a  new
technology, it’s important to evaluate
not only the upfront costs but also the
c o s t s  o f  m a i n t e n a n c e  a n d  u p g r a d e s that will occur down the road.”
Captain  Michael  Grinstead,  Newport
News (VA) Police Department24
“After  public  backlash  about  Oakland’s
proposed  Domain  Awareness  Center,
we really had to regroup and think about
how we needed to proceed.”
Renee  Domingo,  former  Oakland
Emergency Services Coordinator
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3. LACK OF PROPER PROCESS CAN WASTE TIME AND MONEY
Failing to thoroughly discuss surveillance proposals and listen to community concerns early in the process can result in massive backlash and wasted time and funds when plans are suspended or ultimately cancelled. Oakland was forced to scrap most of the planning for its ill-fated Domain Awareness Center and scale the project back considerably after community members protested the misleading mission statement and lack of transparency for the project.
32 In Santa Clara County, a
secretive process to purchase a Stingray cell surveillance device was derailed by the County Executive after it sidestepped necessary community debate and county oversight.33 34
Community members grounded San Jose’s secret drone
purchase and the police were forced to apologize for the lack of transparency and community input.35 Engaging with the community before taking steps to go forward with a surveillance proposal is essential to avoiding similar mistakes that spark widepsread community outrage and waste time and resources.

C. SURVEILLANCE MUST TAKE EVOLVING PRIVACY LAW INTO ACCOUNT The use of surveillance technology is facing increased scrutiny and limits. Courts and lawmakers at the state and federal level, driven by increased public concern about privacy, are acting to protect individual rights and civil liberties. As a result, your community needs to consider both the existing laws and the potential for legal change, including the policy and individual rights concerns that are driving that change, when evaluating a surveillance proposal. 36
In recent years, federal courts have repeatedly reinforced legal protections for individual rights in the context of today’s technology. In 2015, the U.S. Supreme Court unanimously told law enforcement to “get a warrant” to search an arrestee’s cell phone. In another unanimous decision, the Court also ruled a warrant is required to use a GPS beeper to track a suspect’s vehicle, with a majority of the Court suggesting that using technology to track an individual’s location — even in public — over an extended period of time triggers constitutional scrutiny.37 Finally, multiple federal courts declared the NSA’s
warrantless collection of telephone metadata unlawful, with one criticizing its “almost Orwellian” scope.38 Surveillance programs that fail to account for this trend may well be held unconstitutional, and criminal investigations based on evidence from those programs could be jeopardized.

The California Constitution is even more protective of community members’ privacy, including in public spaces. The state right to privacy expressly gives Californians a legal and enforceable “right to be left alone” that protects interests in privacy beyond the home.39 The California Supreme Court has held that covertly “infiltrating” and monitoring the activities of students and professors at classes and public meetings without any indication of criminal activity violated the California Constitution,40 as did warrantless aerial surveillance of a resident’s backyard.41 Californians’ right to free expression also extends outside of the home, even to privately owned areas like shopping centers.42
Numerous laws and regulations also place limits or requirements on the use of surveillance technology. The federal Wiretap Act and its California counterpart limit the use of surveillance technology capable of “The fact that technology now allows an
individual  to  carry  such  information  in
his hand does not make the information
any  less  worthy  of  the  protection  for
which the Founders fought.”
Riley v. California, U.S. Supreme Court36
“SJPD should have done a better job
of  communicating  the  purpose  and
acquisition  of  the  UAS  (Unmanned
A e r i a l  S y s t e m )  d e v i c e  t o  o u r
community….The community should
have  the  opportunity  to  provide
feedback, ask questions, and express
their  concerns  before  we  move
forward with this project.”
San Jose Police Department34

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intercepting the contents of live communications. And in 2015, California lawmakers enacted three separate laws that specifically address issues related to surveillance technology:
 Collection of Electronic Information: The California Electronic Communications Privacy Act requires a search warrant when collecting electronic information with surveillance technology like cell phone tracking technology. It also requires a warrant for searching electronic devices or compelling email, location information, or other metadata from service providers. The law creates additional procedural safeguards, including notice to the suspect, and allows for suppression or court-mandated deletion of information obtained or retained in violation of the law. 43  Automated License Plate Readers: Newly enacted California law requires an opportunity for public comment, a written, publicly available use policy that is “consistent with respect for an individual’s privacy and civil liberties,” and reasonable security safeguards for any use of automated license plate readers. Individuals can sue for harms due to a security breach or other unauthorized disclosures.
44  Cell Phone Tracking Technology: Newly enacted California law requires public process, local legislative approval for all agencies other than sheriffs, a public use and privacy policy that is “consistent with respect for an individual’s privacy and civil liberties,” and the disclosure of agreements with other agencies concerning the use of IMSI catchers and other cell phone tracking technology. The law also allows an individual to sue an agency for violating these provisions. 45 There have also been bipartisan legal changes at both the federal and state level to rein in surveillance. In 2016, federal lawmakers adopted reforms related to NSA spying.46 Eighteen other states have enacted laws restricting law enforcement access to location information,47 and a majority of states have introduced legislation aimed at curbing the use of drones for surveillance purposes.4849 These state and federal changes are driven by a clear shift in public attitudes towards surveillance. Community members want and expect reform at both the state and local level to increase transparency, accountability, and oversight for surveillance technology. Two thirds of California voters want to see local elected officials like City Councilmembers or County Supervisors approve new surveillance technologies before they can be used. Similarly, a strong majority of voters want to see both local (65 percent) and state (64 percent) policies SURVEY OF LIKELY 2016 CALIFORNIA VOTERS FINDS STRONG SUPPORT FOR REFORMS TO SURVEILLANCE TECHNOLOGY USE BY LAW ENFORCEMENT
Likely 2016 voters polled in a Califor nia statewide survey strongly favor local and state level reforms of law enforcement surveillance technology practices.49 A summary of key findings from the survey:

Reform Proposal Support
Require the local City Council or Board of Supervisors to vote to approve new surveillance technology before it is used by local police. 67% Develop and enforce local policies to set limits on surveillance technology used by police. 65%
Develop and enforce statewide policies to set limits on surveillance technology used by police. 64%
Require law enforcement agencies to publicly report how often they are using surveillance. 62%
Provide public notification prior to local police buying new technology for surveillance. 58%

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10 MAKING SMART DECISIONS ABOUT SURVEILLANCE: A GUIDE FOR COMMUNITIES developed and enforced that set limits on police use of surveillance technology. Voters also want to see steps taken to require public reporting from law enforcement agencies regarding the frequency of use of surveillance technologies (62 percent) as well as public notification before the purchase of any new surveillance technologies (58 percent).50 51
All of these factors have led many communities to move
forward with local ordinances that ensure transparency, accountability, and oversight for all surveillance
technologies.52 Your community should follow their lead and thoroughly evaluate any surveillance proposal in
order to protect the rights of your community members,
identify hidden costs and financial risks, and ensure that you comply with existing laws and are consistent with
increasing public concerns about privacy.

“With a surveillance equipment ordinance,
any of the existing equipment that Oakland
might already have or any that is soon to
come out will have to go through the
vetting process.”
Brian Hofer, Chair, Oakland Domain
Awareness Center Privacy Committee51
ENACT A SURVEILLANCE & COMMUNITY SAFETY ORDINANCE
TO MAKE SURE THE RIGHT PROCESS IS FOLLOWED EVERY TIME
Passing the Surveillance & Communi ty Safety Ordinance included  in the Appendix to this guide will h e l p  y o u r  c o m m u n i t y  a v o i d  p r o b l e m s  d o w n  t h e  l i n e  b y  f o l l o w i n g  the  right  process  every  time.  It ensures that there is community analysis of surveillance techno logy whenever it is considered, that local lawmakers approve each step, and that any surveillance pr ogram that is approved includes both a  Surveillance  Use  Policy  that  safeguards  individual  rights  and   transparency  and  accountability mechanisms to ensure that the Policy is followed.

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Necessary Steps when Considering a Surveillance Proposal Surveillance can be misused in ways that harm community members, undermine public safety goals, and saddle taxpayers with unnecessary costs. That’s why it is essential to publicly and thoroughly evaluate surveillance proposals. The following section will help your community — including diverse residents, public officials, and law enforcement — work together to de termine whether surveillance really makes sense and put in place robust rules to ensure proper use, oversight, and accountability if your community decides to move forward with a surveillance proposal. 53
A. COLLECTIVELY EVALUATE THE EFFECTIVENESS, COSTS AND ALTERNATIVES BEFORE MAKING DECISIONS ABOUT SURVEILLANCE
Surveillance should only be a means to an end, never an end in itself. That means that your community should have an actual purpose in mind or problem that needs to be addressed before even considering surveillance technology. Once you have that, you can collectively evaluate whether surveillance is likely to effectively accomplish your goals, as well as estimate the costs to both your community’s budget and to individual rights.

1. DECIDE AS A COMMUNITY: INVOLVE THE ENTIRE COMMUNITY
FROM THE START
The best way to consider whether surveillance is the right choice and to avoid costly mistakes is to engage the entire community — including law enforcement, local lawmakers, and members of the public — in a thorough discussion about any surveillance proposal.

Different segments of your community are likely to bring valuable perspectives to the process of evaluating whether to acquire and use surveillance technology. And the time to engage with your community is at the very beginning of the process, before any funding is sought, technology is acquired, or system is used.54 Several cities considering proposals to introduce or
expand surveillance have found it useful to actively
engage community members through working
groups and ad-hoc committees to shape policy and
provide oversight. The Redlands Police
Department convened a Citizens’ Privacy Council,
open to any city resident of the city, to provide
advice on surveillance-camera policies and oversee
police use of the cameras.
55 Richmond formed an56
ad-hoc committee to evaluate policies for its video
“The public debate that the surveillance ordinance
will require on new technologies and their uses will
be beneficial for everyone, including city officials,
to  help  them  learn  more  about  how  these
programs work and what they mean to the public.”
Joe  DeVries,  Oakland  Assistant  to  the  City
Administrator56
Fewer  than  15  percent  of
California  communities  publicly
debated  surveillance  programs
before  moving  forward.  (ACLU
2014)
54 The Department of Homeland Security (DHS) Privacy Office and Office for Civil Rights and Civil Liberties issued CCTV: Developing Privacy Best Practices, a report that encourages government agencies to build privacy,  civil  rights,  and  civil  liberties  considerations  into the  design,  acquisition,  and  operations  of video surveillance systems. An a ppendix highlights the need to  follow the Fair Information Practice Principles  of  Transparency,  Individual  Participation,  Purpose  Specification,  Data  Minimization,  Use Limitation, Data Quality and Integrity, Security, Accountability, and Auditing.53

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12 MAKING SMART DECISIONS ABOUT SURVEILLANCE: A GUIDE FOR COMMUNITIES surveillance program.57 And in 2014, following community backlash and the vote not to expand Oakland’s Domain
Awareness Center, the City Council created a Privacy and Data Retention Ad Hoc Advisory Committee comprised of diverse community members to create safeguards to protect privacy58 rights and prevent the misuse of data for a scaled-back system to be used at the Port of Oakland.59 Oakland now has a formal Privacy Commission, which will provide advice to the City of Oakland on best practices to protect privacy rights in connection with the City's purchase and use of surveillance equipment and other technology that collects or stores data.60
 Is the community engaged in an informed debate about any surveillance proposal? It is never too early for a public debate about a surveillance proposal. Community members should know what kind of surveillance is being considered, what it is intended to do and how it will affect them at the earliest stages of the process, when their input can bring out important information, highlight community concerns, and help avoid unforeseen problems and community backlash. 61 The public should be given effective notice that surveillance is being considered. Effective notice means more than a line item in a public meeting agenda. Law enforcement should proactively contact community groups, including those representing ethnic and religious communities, and local media to increase public awareness early in the process and engage the entire community with the issue. 62

“Technology  can  only  serve
democracy  to  the  degree  that  it  is
democratized.”
Malkia  Cyril,  Director,  Center  for
Media Justice58
CASE STUDY: SANTA CLARA COUNTY CANCELS STINGRAY BUY DUE TO TRANSPARENCY CONCERNS
In 2015, the Santa Clara County  Executive rejected the Sheriff’ s proposal to purchase a Stingray after  the  Board  of  Supervisors  questioned  the  expense  and  secrec y  o f  t h e  p r o j e c t .  T h e  B o a r d questioned how they could be asked to spend more than $500,000 of taxpayer money to approve a  purchase  that  was  shrouded  in  secrecy  even  from  the  Board  its elf.  The  County  Executive ultimately rejected the purchase because the company providing the Stingray refused to “agree to even the most basic criteria we have in terms of being responsive to public records requests… We had to do what we thought was right.”61
CASE STUDY: OAKLAND’S “DOMAIN AWARENESS CENTER” FORCED TO SCALE BACK AFTER KEEPING COMMUNITY IN THE DARK
In 2013, the City of Oakland tried to expand its “Domain Awareness Center,” originally focused on the Port of Oakland, into a citywide surveillance network linking together video cameras from local streets and schools, traffic came ras, and gunshot microphones.  Instead of soliciting early public input  about  the  expanded  system,  Oakland  tried  to  move  forward  without  any  meaningful engagement  with  the  community.  Residents  were  outraged,  and  the  City  Council  voted  against expanding the system.62

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An informed debate also requires that your63
community have access to a wide range of
information in order to assess how surveillance
would work in practice and whether it would advance
local goals. Community meetings with various
speakers representing different perspectives (not just
law enforcement and the technology vendor) can
help the community understand how the surveillance
technology actually works and its potential
implications. The entity seeking to acquire new
surveillance technology should also prepare and
release a Surveillance Impact Report and a
Surveillance Use Policy to help everyone understand how a technology will work, its potential costs, and the safeguards that will prevent its misuse if the proposal were approved. Your community may also consider convening an ad-hoc committee of local
residents, experts and advocates who can work
together to make recommendations or help complete these documents.64 “It  is  critical  to  our  judicial  system  and  our
democracy that the  public and  our elected
representatives be informed about the use
of  these  devices  so  that  we  can  have  a
d i s c u s s i o n  a b o u t  t h e i r  p r i v a c y  i m p l i c a t i o n s and make informed decisions about policies
for their use.”
Joe  Simitian,  Santa  Clara  County
Supervisor63
USE A SURVEILLANCE IMPACT REPORT TO MAKE AN INFORMED DECISION The scope and potential costs of a surveillance technology shou ld be assessed and made available to the community through a Surveillance Impact Report. This report should include:
o Information  describing  the  techn ology,  how  it  works,  and  what  i t  collects,  including technology specification sheets from manufacturers;
o The proposed purposes(s) for the surveillance technology; o The location(s) it will be deployed and crime statistics for any location(s); o An assessment identifying any potential impact on civil liberties and civil rights and discussing any plans to safeguard the rights of the public; and
o The fiscal costs for the surveillance technology, including initial purchase, personnel and other ongoing costs, and any current or potential sources of funding.

A  worksheet  to  help  your  communi ty  prepare  a  Surveillance  Impac t  Report  is  available  at aclunc.org/smartaboutsurveillance.

CASE STUDY: SANTA CRUZ COUNCILMEMBERS LACK INFORMATION FOR ALPR

DECISION
After the Santa Cruz City Council approved the use of federal funds to purchase ALPRs for the police department,  councilmembers  noted  that  they  did  not  have  a  lot  o f  information  about  the technology or its impact on the community at the time of its decision.  When one councilmember was asked what effect the scanners might have on community members, he replied, “I don’t know enough about the technology.” Another was unaware of privacy is sues, admitting, “The council didn’t get much correspondence about the potential for the erosion of civil rights that these kinds of devices can cause....”64

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14 MAKING SMART DECISIONS ABOUT SURVEILLANCE: A GUIDE FOR COMMUNITIES  How will the community decide whether to proceed with a surveillance proposal? Community members deserve more than just information about surveillance proposals: they need the opportunity to help determine whether the proposal actually benefits the community and how or whether it should move forward, either by giving input to local policymakers at public hearings or by casting their own ballot on the issue.

In either case, initial community approval should be obtained before any steps towards acquiring surveillance technology are taken, including applying for funding from outside entities. This ensures that external grants do not circumvent the proper democratic process and cut community members out of the loop. Local policymakers or the community as a whole should be given additional opportunities to weigh in if the proposal changes or as more details become available.65

2. DEFINE THE PURPOSE: ASK HOW AND WHETHER THIS TECHNOLOGY WILL AID YOUR COMMUNITY Your community cannot determine whether surveillance is an appropriate solution if you have not first identified the problem. Defining the specific purpose or issues that surveillance is intended to address is essential to evaluate the likely effectiveness of surveillance and to identify alternatives that might provide a better fit for your community’s needs and budget. It can help highlight the individuals or communities who are likely to be most impacted by surveillance and ensure that their thoughts and concerns are fully understood. It also provides a starting point for crafting a Surveillance Use Policy by defining specific objectives for which surveillance is appropriate and barring its use outside of those purposes.  What specific community purposes will be aided by adopting this technology? A well-defined community purpose should include a specific problem and a measurable outcome that the community desires. Vague purposes such as “protecting our city from criminals” make it difficult for the community to understand how surveillance might be used or how its effectiveness might be measured. In contrast, a purpose such as “increase recovery of stolen vehicles” succinctly identifies an outcome desired by community members and helps frame public discussion. That discussion may in turn lead you to narrow or alter the purposes for which surveillance should be used, if you decide to use it at all. 66 CASE STUDY: OAKLAND SPENDS $2M ON “HARDLY USED” POLICE TECHNOLOGY The  cash‐strapped  city  of  Oakland  learned  the  hard  way  that  acquiring  new  police  technology without a clearly defined purpose can be a waste of time and money. A city audit revealed that the city had squandered almost $2 million on hardly used police tec hnology between 2006 and 2011.

The  auditor  recommended  steps  to  ensure  that  technology  purchases  were  intended  to  fulfill specific strategic objectives and regular evaluation of their effectiveness.66 CASE STUDY: SAN JOSE’S DRONE GROUNDED UNTIL COMMUNITY APPROVES San Jose residents were outraged when they learned that their p olice department had purchased a drone without any public debate. Amid critical media coverage  and protests from community groups, civil‐rights advocates, an d local residents, police apo logized and said they would ground the drone until they could conduct adequate public outreach.65

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 Will this surveillance technology help your community achieve that purpose? After your community identifies the purposes that surveillance technology might be able to address, you should evaluate whether the proposed technology would actually achieve them. Manufacturer’s claims should not be taken at face value, and certainly not in isolation. Instead, your community should look at all of the evidence or arguments suggesting that surveillance will or will not effectively help you achieve your defined purpose.67
 Are there better alternatives to achieve your purpose? Even if the proposed surveillance technology does seem likely to help your community achieve its purpose, there still may be alternatives that are just as (or more) effective, less expensive, and/or less likely to be misused or otherwise negatively impact your community members.

In particular, you should compare the effectiveness and costs of technology-based solutions with non- technology-oriented approaches to address the problem. For example, multiple studies have shown that traditional approaches such as increased lighting and foot patrols significantly reduce crime. 68 You should not automatically assume that surveillance technology will be more effective.69

3. IDENTIFY THE COSTS AND RISKS: EXAMINE FINANCIAL, LEGAL, AND PRACTICAL CONSEQUENCES Even if a specific technology is appropriate for your community’s purposes, there still may be financial, legal and practical concerns that may make adopting it undesirable. This section will help you measure the likely costs of surveillance so that you can determine whether they are truly outweighed by the expected benefits.

CASE STUDY: CITIES REPLACE RED LIGHT CAMERAS WITH LONGER YELLOW LIGHTS California  cities  are  increasingly  shutting  down  red  light  cameras  as  evidence  mounts  that  the cameras  increase,  rather  than  decrease,  traffic  accidents.  For example,  in  Walnut,  CA,  a  study found that red light cameras resulted in dramatic increases in “red light running collisions” (400%), “rear end collisions” (71%) and “broadside collisions” (100%)” and that “no argument can be made that photo enforcement has improved safety . . . within the cit y of Walnut. In fact, the use of red light cameras appears to have decreased safety and put roadway  users at increased risk.” In light of this evidence, more than half of the California cities that once used red light cameras have ended their  programs,  turning  instead  to  alternatives  that  have  proven  more  effective  at  preventing accidents such as longer yellow lights at dangerous intersections.69 CASE STUDY: SAN FRANCISCO RECONSIDERS PLANS TO EXPAND
SAFETY CAMERA PROGRAM THAT FAILS TO IMPROVE COMMUNITY SAFETY In 2005, San Francisco set out to  deter violent crime and provide police with an investigative tool by installing video cameras in the City’s high‐crime, high‐traf fic areas. However, p ost‐installation crime statistics published by ma ndate under a city ordinance re vealed that the cameras neither reduced crime nor assisted in solving them in any meaningful way. In fact, the cameras only led to six suspects being charged by the SFPD between 2005 and 2008. As a result, the Police Commission reconsidered its plans to expand the program.67

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16 MAKING SMART DECISIONS ABOUT SURVEILLANCE: A GUIDE FOR COMMUNITIES  How much will the technology cost your community to acquire and operate? Deciding how to allocate funds is one of your
community’s most important tasks. Every dollar
your community spends on surveillance
technology is a dollar it cannot spend on some
other community need. Costs related to
surveillance technology will include personnel
time, training costs, maintenance and upkeep, as
well as any network and storage costs for the
data your community may collect. Potential costs
associated with risks of data breach or lawsuits
based on abuse of surveillance also need to be
recognized.
70 Questions about costs cannot be dismissed solely
because your community is seeking grant funding to pay for the technology. These grants are attractive for obvious reasons: they appear to allow your community to buy a technology without having to spend local taxpayer dollars. But outside grants may not cover the costs that follow a technology’s adoption, particularly the long-term costs of operation, repairs, and personnel. Estimating these costs as accurately as possible — and making sure those estimates are shared with the community and made part of the debate about adopting surveillance — is key.
 What are the legal risks and associated potential costs of the surveillance proposal? Surveillance technology can carry a number of significant legal risks and requirements, in part because of rapid changes to privacy and surveillance law. Even under current law, misuse of surveillance systems or data, or technical glitches outside of your control could subject your community to potential legal liability.

And as courts and lawmakers continue to reassess how privacy and free speech rights should apply in the digital age, there is a risk that your community’s investment in surveillance technology could leave it saddled with equipment that can no longer be legally used as intended. These factors need to be accounted for when performing a cost-benefit analysis of any surveillance proposal. 71 “One more question to ask ourselves is whether
w e  a r e  c a r e f u l l y  c o n s i d e r i n g  t h e  i n f r a s t r u c t u r e that  is  needed  to  support  technology  —  the
costs of monitoring it and of staffing technology
units at a time when departments are laying off
civilians. We really need to think about all of the
aspects of technology when initial investments
are being made.”
P o l i c e  E x e c u t i v e  R e s e a r c h  F o r u m ,  “ H o w  A r e Innovations in Technology Affecting Policing?”70
CASE STUDY: FBI REMOVES GPS TRACKERS AFTER SUPREME COURT RULES THAT WARRANTLESS TRACKING IMPLICATES FOURTH AMENDMENT
The  FBI  had  installed  approximately  3,000  GPS  trackers  on  cars throughout  the  United  States, without a warrant, when the U.S. Supreme Court ruled in 2012 that their use implicated the Fourth Amendment.  As  a  result,  the  FBI  deactivated  the  warrantless  trackers,  and  its  agents  had  to physically retrieve them. Obtaining warrants before using those GPS trackers would have ensured the constitutionality of obtained evidence and saved the FBI considerable time and effort.71

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 How could the surveillance proposal negatively impact public safety or individual rights? A surveillance proposal designed to benefit your community may carry side effects that undermine that objective. Insecure systems can present a tempting target for hackers, potentially making your community less safe in the process. Surveillance programs that target or disproportionately impact communities of color or other marginalized groups can make it harder for law enforcement to work cooperatively with those groups to investigate crimes. And surveillance can chill political and social engagement such as attendance at political rallies, gun shows, or religious ceremonies if community members fear that their lives are constantly being monitored. Identifying the harms as well as benefits of surveillance is an important part of evaluating any proposal.72
B. ESTABLISH A SURVEILLANCE USE POLICY TO MITIGATE HARMS AND PROTECT RIGHTS
If after careful consideration and public debate your community decides that a particular surveillance technology is worth adopting, you need to ensure that policies are in place so that it is used properly. A clear, legally enforceable Surveillance Use Policy that provides guidance about when and how to use surveillance can safeguard individual rights while protecting local law enforcement and your entire community from costly lawsuits, bad press, loss of community trust, and more. Recognizing the necessity of use policies, Seattle and Spokane, Washington, recently passed ordinances requiring police to develop use guidelines for new surveillance equipment before using it.73
74 CASE STUDY: REDLANDS DEPLOYS INSECURE CAMERA NETWORK The surveillance camera network in the city of Redlands made th e news for the wrong reasons when computer security experts demonstrated how easily they could take control of the cameras.

Although the police department expressed concern about “people  with criminal intent using the public  camera  feed  to  case  homes  or  businesses  or  track  the  police  force,”  the  network  was deployed  with  no  security  at  all.  Even  after  the  story  broke,  the  network  was  secured  with  an outdated encryption protocol that a researcher described as “pu tting a diary lock on your front door.”72
CASE STUDY: ALAMEDA COUNTY SOLICITS PUBLIC INPUT FOR STINGRAY POLICY Before  upgrading  its  cell  phone  surveillance  technology,  the  Alameda  County  District  Attorney publicly released its draft use policy and solicited feedback f rom the community. In response to feedback, the District Attorney made changes that resulted in a  policy requiring a warrant for the use of the device and strict limits on how data could be used.  This transparent and democratic process helped build community trust and ensured a stronger set of safeguards would be in place from the start.74

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18 MAKING SMART DECISIONS ABOUT SURVEILLANCE: A GUIDE FOR COMMUNITIES Here are some of the key elements of a robust, legally enforceable Surveillance Use policy:

1. USE APPROPRIATELY: PLACE CLEAR LIMITS ON SURVEILLANCE If your community has been following this guide, you’ve already defined community purposes that justify a particular technology. Now it’s time to use those purposes to decide and codify both the acceptable uses that will benefit the community and those that are simply prohibited. Doing so safeguards against use of the technology in a manner the community never intended.
 When is surveillance permitted or prohibited?
The first step is straightforward but essential: defining how and when the technology may be used. Every entity in your community that conducts surveillance should have a policy that clearly specifies appropriate uses of each technology and bars all other uses.

In order to benefit from and reflect community input and oversight, technology should only be used for the particular purposes for which it was acquired. Any proposed new uses should be subject to the same public discussion as the acquisition of new technology, allowing the community to weigh in on the appropriateness of any expanded purpose.

Your policy needs to be consistent with constitutional
guarantees of privacy, equal protection, freedom of
speech, and freedom of religion. In fact, your use
policy should not only address clearly unlawful but
also potentially unlawful uses of surveillance
technology. If there are questions about the legality of a specific practice, your use policy should prohibit that practice until there is a definite answer.
75  What legal or internal process is required to use surveillance? It is also important to ensure that all legally required and internal processes are followed each time surveillance is used. These processes help to prevent unauthorized or outright illegal uses and also make sure that even appropriate uses of the surveillance technology minimize the impact on individual rights.76 In many cases, the best way to ensure that legal requirements are satisfied is to require a search warrant prior to conducting surveillance, allowing the court system to play a role in overseeing the program. With the streamlined modern warrant process, officers can seek a judge’s approval quickly and easily by simply placing a phone call or using a mobile device.77
Internal recordkeeping, including recording the reason for each use of surveillance, can also help ensure compliance with the appropriate use policy and create an audit trail for ongoing feedback and oversight.  How are officers trained before they conduct surveillance? Having clear policies is not helpful if the people using the technology or the data it collects lack the underlying knowledge to comply with those policies. Training programs for anyone involved with surveillance must be comprehensive, encompassing not just the technology and Surveillance Use Policy but the purposes and legal rules that inform the Policy. Training should spell out both the obligations of anyone using the technology and the consequences for policy violations.

The police need to “have more of a dialog
with the council, because we are the ones
that . . . approve funding decisions and we
want to make sure . . . that you are
hearing everything that we hear as well.”
Seattle Councilmember Bruce Harrell 76
Publicly available use policies
were found for less than 1 in
5 local California surveillance
programs  (ACLU  2014
research).
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 Are you only collecting necessary data?
Ensuring that surveillance technology is used in a way that accomplishes its stated purpose without collecting additional data is a straightforward way to reduce the risk of privacy invasions. That’s why the federal statute authorizing wiretaps has from its inception required “minimization” — an effort to make sure that even after a warrant has been issued and collection is underway, police only intercept communications relevant to the investigation, not every communication made by the target.78 The same principle should be applied to other forms of surveillance, requiring a reasonable effort to avoid collecting superfluous information. For example, a police department that deploys drones to an accident scene to quickly identify any need for police or emergency intervention does not need to record and retain video footage.79

2. PREVENT MISUSE OF DATA: LIMIT WHEN DATA CAN BE USED AND WHO CAN ACCESS IT Even data collected for a legitimate purpose can be put to illegitimate uses. It is essential that your community establish clear rules so that surveillance data is used only for approved purposes. Doing so not only prevents outright abuses of the data that can erode public trust but also keeps “mission creep” from altering the balance that you have already worked out between government actions and individual liberties.  How will surveillance data be secured?
The first step in preventing misuse of data is ensuring that it is stored securely. Technical safeguards are necessary to help protect community members’ data from accidental disclosure and misuse. You should consult with experts and implement safeguards at multiple levels that protect data at all points in its lifespan.

Your community may already possess secure storage space separated from other databases and computer systems. This provides you with an obvious level of control. If you choose to store data elsewhere, you must ensure that it is secure and subject to your safeguards. Your community should also designate someone as an authority or custodian with responsibility over community members’ data and your storage systems. 80
CASE STUDY: OHIO STATE HIGHWAY PATROL RETAINS ONLY ALPR HITS The Ohio State Highway Patrol policy for automated license plate readers (ALPRs) states, “all ‘non‐ hit’  captures  shall  be  deleted  immediately.”  The  ALPR  program  i s  intended  to  detect  stolen vehicles, Amber Alerts, and persons with outstanding warrants.  As a result, retaining data about “non‐hit” vehicles does not further that purpose, and a policy  of deleting that data immediately protects the community from unnecessary risks.79
CASE STUDY: MONTEREY COUNTY SUFFERS DATA BREACH
DUE TO “TOTALLY OBSOLETE” DATA PRACTICES
Monterey County’s computer systems were breached in 2013 and the personal information of over 140,000  local  residents  was  stolen.  A  subsequent  grand  jury  investigation  concluded  that  the breach stemmed from “totally obsolete” data practices and a fai lure to follow privacy laws. The grand jury warned of “serious financial consequences” if the county failed to change its practices.80

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20 MAKING SMART DECISIONS ABOUT SURVEILLANCE: A GUIDE FOR COMMUNITIES  Under what circumstances can collected data be accessed or used? In addition to technical safeguards to protect data, you should also limit the circumstances under which it can be legitimately accessed or used. These limits should be based on the specific purposes your community agreed to when it adopted the technology. For example, if the purpose of the technology is to address specific violent crimes, your policy might allow database searches only as part of an official investigation of a violent crime, and only for data that is related to that investigation. Data access and use policies that are consistent with the articulated purposes for the system will provide guidance to operators and engender community trust by deterring abuses that can follow unfettered access to surveillance data.

Your community’s goal of balancing privacy and security will be easier to achieve if particular data access and use limits are accompanied by steps to ensure the rules are followed. Database access should be limited — for example, by only allowing junior staff to access data with the permission and guidance of a more senior officer, or by limiting data access solely to senior officers. As explained earlier, training is a must. Restricting data access to a limited set of trained employees decreases the potential that community members’ data can be misused. To ensure targeted use of data, it may be appropriate to require a search warrant or similar external process before the data can be accessed at all. 81  What limits exist on sharing data with outside entities? Placing limits on how data use is a great step, but third parties that receive the collected data may not have the same limits in place. To protect residents’ privacy and prevent uses of information contrary to community desires, it is important to articulate when — if ever — the technology’s purposes justify sharing any collected information. During the public debate over your Surveillance Use Policy, the community should decide when sharing is permissible and when it is prohibited.

If data can be shared, your community must also determine how to ensure that the entity receiving the data lives up to your community’s standards. This may require contractual language binding the third party to your data policies and safeguards. For example, the city of Menlo Park, California, specifically requires by ordinance that any agreement with Northern California’s fusion center demand compliance with the City’s own retention policy.82 If a potential recipient of your data cannot agree with your policies or conditions, the best choice is to not share your data.

3. LIMIT DATA RETENTION: KEEP INFORMATION ONLY AS LONG AS NECESSARY The longer you retain information, the greater the potential privacy and security risks. The easiest way to minimize these risks is to retain only necessary information and to delete it after the purpose for its collection is achieved.

CASE STUDY: LAX POLICIES LEAD TO “LOVEINT” ABUSE
Without strong policies limiting access to data, the temptation  to misuse government databases for  personal  interests  can  be  hard  to  resist.  The  NSA  even  has a  specific  term,  LOVEINT,  for employees  who  monitor  their  significant  others.  Two  Fairfield, C A ,  o f f i c e r s  c o u l d  f a c e  c r i m i n a l charges after using a statewide police database to screen women from online dating sites.81

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 Does retaining data help accomplish the purpose for which the technology was acquired? To maximize the usefulness of your technology and minimize civil liberties concerns, a retention period should not be longer than necessary to directly advance community purposes. For instance, deploying automated license plate readers to83
locate stolen or Amber Alert vehicles
is not aided by the collection of
historical data. Retaining data “just in
case it becomes useful” increases the
risk that data will be used contrary to
the purpose agreed upon by the
community or wind up in the hands of
a bad actor. Retaining data can also increase the costs of surveillance by requiring expensive storage solutions and making it harder to effectively use the system. Focusing on the specific objective that surveillance is intended to accomplish can help you determine a retention period that balances that objective with the costs and risks associated with data retention.  Are there other legal or policy reasons that inform your data retention policy? There may be other legal and policy issues that affect your data retention policy, informed by legal concerns unrelated to your community’s purposes. For example, your community should choose a retention period that balances a desire to be responsive to public records requests with residents’ civil liberties, including privacy. Responsiveness to records requests should not be a primary justification for an extended retention period, however, since community concerns about surveillance are better addressed by retaining less information in the first place.  What happens when the data retention period expires?
To prevent misuse of data after your community’s desired retention period has lapsed, ensure that data is regularly deleted after that time. This can be accomplished via automated technical measures or periodic audits.

Before data is collected, your community should also decide whether there are any specific circumstances that justify the retention of data beyond your community’s chosen retention period. For instance, it might be appropriate to preserve data relevant to a specific ongoing investigation, data necessary to complete an investigation of internal data misuse, and data relevant to a criminal defendant’s case. Any such conditions should be informed by your community’s purposes and clearly articulated in your Surveillance Use Policy.

C. ENSURE ACCOUNTABILITY BY ENFORCING POLICIES AND ENCOURAGING ONGOING PUBLIC ENGAGEMENT
Even if your community has already deployed surveillance technology, the community as a whole has a crucial role in ensuring that the public interest is promoted through its use. One key question is whether your Surveillance Use Policy is effectively safeguarding individual rights and preventing abuses. A second is whether the assumptions you made when you approved surveillance in the first place still hold true after actual experience with the technology and its impact. Revamping or even cancelling an ineffective or imbalanced program is better than wasting time, money, and community trust on a tool that does more harm than good.
“If there’s anything of a criminal nature recorded on video, it’s  grabbed  and  inventoried  within  hours.  Most
everything  else  is  never  looked  at  again,  so  it’s  purged automatically.”
Commander Steven Caluris, Chicago Police Department83

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1. IDENTIFY AND ADDRESS ABUSES: AUDIT USE OF TECHNOLOGIES AND DATA AND ADDRESS ANY MISUSE The safeguards in your Surveillance Use Policy are only worthwhile if the policy is actually followed. But given the secretive nature of many forms of surveillance, ensuring compliance takes conscious effort. Strong internal and external oversight and auditing can help identify isolated or systemic abuses of surveillance technology, and legally enforceable sanctions can deter both.  How are operators supervised?
Personnel management and technical measures both
facilitate internal oversight of your technology and data.

Designating a chain of command for a given surveillance technology helps specific personnel understand what
responsibilities they have over the equipment or data and makes it easy to trace where misuse occurred. All of this helps your community deter abuses and guarantee that
resources are used wisely.
84  How will misuses of the technology be identified?
The best way to identify misuse of surveillance is to “watch the watchers” by keeping thorough records of each time surveillance is deployed or surveillance data is called up. The person or persons with oversight responsibility should be independent, given full access to the technology and database, and empowered to receive complaints about misuse and draw conclusions that can lead to legally enforceable consequences. To catch what human oversight misses, your community should ensure that technical measures including access controls and audit logs are in place. Placing the oversight authority with a third party such as the City Council or a citizen panel may also increase the likelihood that the misuses are accurately identified.
85  What legally enforceable sanctions exist to deter misuse and abuse of this technology? By establishing consequences for violations of the guidelines, your community encourages proper use of the technology and sends a message that community values apply to everyone. Depending on the circumstances, sanctions ranging from retraining to fines, suspensions, or termination may be appropriate for violations of your Surveillance Use Policy. In addition, your community should provide an appropriate remedy for anyone harmed by an abuse. Legally enforceable sanctions discourage misuse and guarantee that aggrieved community members will be made whole. “As  stewards  of  the  public’s
interests, we know the government
doesn’t  get  to  simply  say  ‘trust  us’
and  carry  on:  we  have  to  earn  that
trust on a daily basis. We have to be
accountable and transparent….”
Former Oakland Mayor Jean Quan84
CASE STUDY: FRESNO ADOPTS ANNUAL AUDIT OF VIDEO SURVEILLANCE When the Fresno Police Department proposed a citywide video‐pol icing program using live‐feed cameras, the city council required an annual independent audit  to ensure that all of the privacy and security guidelines for the  system’s use were being followe d. Fresno Police Chief Jerry Dyer said he supported the audit: “I have no doubt the audit will be  very helpful to our ongoing video policing operations.” The city appointed a retired federal district court judge as auditor, who then examined current use of the system and made specific policy recommendations.85

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2. KEEP THE DIALOG OPEN: ENCOURAGE PUBLIC OVERSIGHT AND ONGOING DISCUSSION Community oversight and feedback plays two essential roles in ensuring that any current surveillance program actually benefits your community. First, transparency about abuses of surveillance allows the community to determine whether the Surveillance Use Policy or any associated sanctions need to be revised to address the issue. Second, as your community learns first-hand whether surveillance is effective and how it impacts different individuals and groups, you may wish to reassess the purposes for which surveillance should be used or even whether it should still be used at all. Surveillance should be under the control of the community at all times, not just when it is initially being considered.
 How will the community continue to be informed about the surveillance program? It is important that your community’s oversight mechanisms not only are in place before surveillance is used but also remain available as long as the surveillance program continues or any collected data remains. This allows the community to continue to learn about and provide feedback on the effectiveness and impact of surveillance, and provides the information you will need to evaluate any changes going forward.

One of the most effective ways to keep your community informed is to produce an annual report about each surveillance technology that has been used in the past year. This report should include:
o A description of how and how often the technology was used; o Information, including crime statistics, that indicate whether the technology was effective at accomplishing its stated purpose;
o A summary of community complaints or concerns about the technology; o Information about any violations of the Surveillance Use Policy, data breaches, or similar incidents, including the actions taken in response, or results of any internal audits; o Whether and how data acquired through the use of the technology was shared with any outside entities;
o Statistics and information about Public Records Act requests, including responses; and o The total annual costs for the technology, including personnel and other ongoing costs, and any external funding available to fund any or all of those costs in the coming year.

In addition, there may be other ways to provide your community with information about the operation and effectiveness of the surveillance program. Responding to Public Records Act requests with as much information as possible, taking into account factors such as the privacy rights of individuals whose information may be included in the requested data, is one way to allow interested community members access to concrete information about the program. Creating standing committees of community members, regularly holding public events and forums, and establishing open inspection periods for the technology can also help keep the community informed.
 How will local officials and the public re‐evaluate the decision to engage in surveillance or the existing policies and safeguards?
The community’s decision to approve surveillance should be reconsidered on an annual basis. If there is evidence that calls into question the conclusion that the benefits of surveillance outweigh costs and concerns, or that there are better ways to achieve the same purpose with fewer costs or risks, policymakers should seek community input and take whatever action is appropriate to address these concerns. That may involve narrowing the purpose or scope of surveillance, requiring modifications to the Surveillance Use Policy, or exploring alternatives that better address community needs.

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24 MAKING SMART DECISIONS ABOUT SURVEILLANCE: A GUIDE FOR COMMUNITIES Conclusion
Communities increasingly understand the need to make smart choices about surveillance technology and ensure that time, energy, and resources are not spent on systems that cost more, do less, and threaten the rights of community members. Community members demand — and deserve — a voice in any decisions about surveillance technology. Proper transparency, accountability, and oversight must be the rule in considering any surveillance technology proposal. We hope the recommendations in this guide help you work to enact local and state policies to ensure consistent public process each time surveillance technology is considered.

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Appendix: Model Surveillance & Community Safety Ordinance A. KEY PRINCIPLES OF THE MODEL ORDINANCE
o Informed Public Debate at Earliest Stage of Process: Public notice, distribution of information about the proposal, and public debate prior to seeking funding or otherwise moving forward with surveillance technology proposals.
o Determination that Benefits Outweigh Costs and Concerns: Local leaders, after facilitating an informed public debate, expressly consider costs (fiscal and civil liberties) and determine that surveillance technology is appropriate or not before moving forward. o Thorough Surveillance Use Policy: Legally enforceable Surveillance Use Policy with robust civil liberties, civil rights, and security safeguards approved by policymakers. o Ongoing Oversight & Accountability: Proper oversight of surveillance technology use and accountability through annual reporting, review by policymakers, and enforcement mechanisms.

B. MODEL ORDINANCE TEXT
The [Council/Board of Supervisors] finds that any decision to use surveillance technology must be judiciously balanced with the need to protect civil rights and civil liberties, including privacy and free expression, and the costs to [City/County]. The [Council/Board] finds that proper transparency, oversight, and accountability are fundamental to minimizing the risks posed by surveillance technologies. The [Council/Board] finds it essential to have an informed public debate as early as possible about whether to adopt surveillance technology. The [Council/Board] finds it necessary that legally enforceable safeguards be in place to protect civil liberties and civil rights before any surveillance technology is deployed. The [Council/Board] finds that if surveillance technology is approved, there must be continued oversight and annual evaluation to ensure that safeguards are being followed and that the surveillance technology’s benefits outweigh its costs.

NOW, THEREFORE, BE IT RESOLVED that the [Council/Board] of [City/County] adopts the following:

Section 1. Title
This ordinance shall be known as the Surveillance & Community Safety Ordinance.

Section 2. [Council/Board] Approval Requirement
1) A [City/County] entity must obtain [Council/Board] approval at a properly-noticed public hearing prior to any of the following:
a) Seeking funds for surveillance technology, including but not limited to applying for a grant or soliciting or accepting state or federal funds or in-kind or other donations; b) Acquiring new surveillance technology, including but not limited to procuring such technology without the exchange of monies or consideration; c) Using new surveillance technology, or using existing surveillance technology for a purpose, in a manner or in a location not previously approved by the [Council/Board]; or d) Entering into an agreement with a non-[City/County] entity to acquire, share or otherwise use surveillance technology or the information it provides. 2) A [City/County] entity must obtain [Council/Board] approval of a Surveillance Use Policy prior to engaging in any of the activities described in subsection (1)(b)-(d).

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26 MAKING SMART DECISIONS ABOUT SURVEILLANCE: A GUIDE FOR COMMUNITIES Section 3. Information Required
1) The [City/County] entity seeking approval under Section 2 shall submit to the [Council/Board] a Surveillance Impact Report and a proposed Surveillance Use Policy at least forty-five (45) days prior to the public hearing.
2) The [Council/Board] shall publicly release in print and online the Surveillance Impact Report and proposed Surveillance Use Policy at least thirty (30) days prior to the public hearing.

Section 4. Determination by [Council/Board] that Benefits Outweigh Costs and Concerns The [Council/Board] shall only approve any action described in Section 2, subsection (1) of this ordinance after making a determination that the benefits to the community of the surveillance technology outweigh the costs and that the proposal will safeguard civil liberties and civil rights.

Section 5. Compliance for Existing Surveillance Technology Each [City/County] entity possessing or using surveillance technology prior to the effective date of this ordinance shall submit a proposed Surveillance Use Policy no later than ninety (90) days following the effective date of this ordinance for review and approval by [Council/Board]. If such review and approval has not occurred within sixty (60) days of the submission date, the [City/County] entity shall cease its use of the surveillance technology until such review and approval occurs.

Section 6. Oversight Following [Council/Board] Approval 1) A [City/County] entity which obtained approval for the use of surveillance technology must submit a Surveillance Report for each such surveillance technology to the [Council/Board] within twelve (12) months of [Council/Board] approval and annually thereafter on or before November 1. 2) Based upon information provided in the Surveillance Report, the [Council/Board] shall determine whether the benefits to the community of the surveillance technology outweigh the costs and whether civil liberties and civil rights are safeguarded. If the benefits do not outweigh the costs or civil rights and civil liberties are not safeguarded, the [Council/Board] shall direct that use of the surveillance technology cease and/or require modifications to the Surveillance Use Policy that will resolve the above concerns.
3) No later than January 15 of each year, the [Council/Board] shall hold a public meeting and publicly release in print and online a report that includes, for the prior year:
a. A summary of all requests for [Council/Board] approval pursuant to Section 2 or Section 5, including whether the [Council/Board] approved or rejected the proposal and/or required changes to a proposed Surveillance Use Policy before approval; and b. All Surveillance Reports submitted.

Section 7. Definitions
The following definitions apply to this Ordinance:
1) “Surveillance Report” means a written report concerning a specific surveillance technology that includes all of the following:
a. A description of how the surveillance technology was used; b. Whether and how often data acquired through the use of the surveillance technology was shared with outside entities, the name of any recipient entity, the type(s) of data disclosed, under what legal standard(s) the information was disclosed, and the justification for the disclosure(s);
c. A summary of community complaints or concerns about the surveillance technology;

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d. The results of any internal audits, any information about violations of the Surveillance Use Policy, and any actions taken in response;
e. Information, including crime statistics, that help the community assess whether the surveillance technology has been effective at achieving its identified purposes; f. Statistics and information about public records act requests, including response rates; and g. Total annual costs for the surveillance technology, including personnel and other ongoing costs, and what source of funding will fund the technology in the coming year. 2) “[City/County] entity” means any department, bureau, division, or unit of the [City/County]. 3) “Surveillance technology” means any electronic device, system utilizing an electronic device, or similar used, designed, or primarily intended to collect, retain, process, or share audio, electronic, visual, location, thermal, olfactory or similar information specifically associated with, or capable of being associated with, any individual or group.
4) “Surveillance Impact Report” means a publicly released written report including at a minimum the following: (a) Information describing the surveillance technology and how it works, including product descriptions from manufacturers; (b) information on the proposed purposes(s) for the surveillance technology; (c) the location(s) it may be deployed and crime statistics for any location(s); (d) an assessment identifying any potential impact on civil liberties and civil rights and discussing any plans to safeguard the rights of the public; and (e) the fiscal costs for the surveillance technology, including initial purchase, personnel and other ongoing costs, and any current or potential sources of funding.
5) "Surveillance Use Policy" means a publicly released and legally enforceable policy for use of the surveillance technology that at a minimum specifies the following:
a. Purpose: The specific purpose(s) that the surveillance technology is intended to advance. b. Authorized Use: The uses that are authorized, the rules and processes required prior to such use, and the uses that are prohibited.
c. Data Collection: The information that can be collected by the surveillance technology. d. Data Access: The individuals who can access or use the collected information, and the rules and processes required prior to access or use of the information. e. Data Protection: The safeguards that protect information from unauthorized access, including encryption and access control mechanisms.
f. Data Retention: The time period, if any, for which information collected by the surveillance technology will be routinely retained, the reason such retention period is appropriate to further the purpose(s), the process by which the information is regularly deleted after that period lapses, and the specific conditions that must be met to retain information beyond that period.
g. Public Access: How collected information can be accessed or used by members of the public, including criminal defendants.
h. Third Party Data Sharing: If and how other [City/County] or non-[City/County] entities can access or use the information, including any required justification or legal standard necessary to do so and any obligations imposed on the recipient of the information. i. Training: The training required for any individual authorized to use the surveillance technology or to access information collected by the surveillance technology, including any training materials.
j. Auditing and Oversight: The mechanisms to ensure that the Surveillance Use Policy is followed, including internal personnel assigned to ensure compliance with the policy, internal recordkeeping of the use of the technology or access to information collected by the technology, technical measures to monitor for misuse, any independent person or entity with oversight authority, and the legally enforceable sanctions for violations of the policy.

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1) Any violation of this Ordinance constitutes an injury, and any person may institute proceedings for injunctive relief, declaratory relief, or writ of mandate in any court of competent jurisdiction to enforce this Ordinance.
2) A court shall award costs and reasonable attorneys' fees to the plaintiff who is the prevailing party in an action brought to enforce this Ordinance.
3) In addition, for a willful, intentional, or reckless violation of this Ordinance, an individual shall be deemed guilty of a misdemeanor and may be punished by a fine not exceeding $1,000 per violation, imprisonment in the county jail for not more than six months, or both such a fine and imprisonment.

Section 9. Severability
The provisions in this Ordinance are severable. If any part or provision of this Ordinance, or the application of this Ordinance to any person or circumstance, is held invalid, the remainder of this Ordinance, including the application of such part or provisions to other persons or circumstances, shall not be affected by such holding and shall continue to have force and effect.

Section 10. Effective Date
This Ordinance shall take effect on [DATE].

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1 For example, the San Francisco Police Department’s Mission Statement states that “policing strategies must preserve and advance democratic values” and that “police must respect and protect the rights of all citizens as guaranteed by the state’s Constitution.” Police Department, Mission Statement, http://sf-police.org/index.aspx?page=1616. 2 B.T. Lewis & Taymeh Jahsi, Stop using social media to monitor south Fresno’s protesters, The Fresno Bee, Feb. 10, 2016, available at http://www.fresnobee.com/opinion/readers-opinion/article59388976.html. 3 Matt Cagle. This Surveillance Software is Probably Spying on #BlackLivesMatter, ACLU of Northern California (Dec. 15, 2015), https://www.aclunc.org/blog/surveillance-software-probably-spying-blacklivesmatter. 4 See Press Release, Leadership Conference, Civil Rights Principles for the Era of Big Data, http://www.civilrights.org/press/2014/civil-rights-principles-big-data.html. 5 Terrence O’Brien, Caught Spying on Student, FBI Demands GPS Tracker Back, Wired.com, Oct. 7, 2010, http://www.wired.com/2010/10/fbi-tracking-device/.
6 Michael Isikoff, FBI Tracks Suspects’ Cell Phones Without a Warrant, Newsweek, Feb, 18, 2010 (updated Mar. 13, 2010), available at http://www.newsweek.com/fbi-tracks-suspects-cell-phones-without-warrant-75099. 7 David Kravets, Rights Groups Decry New NSA Leak: Snooping on Muslim-Americans’ E-mail, Ars Technica (July 9, 2014), http://arstechnica.com/tech-policy/2014/07/rights-groups-decry-new-nsa-leak-snooping-on-muslim-americans-e- mail/.
8 Matt Apuzzo and Al Baker, New York to Appoint Civilian to Monitor Police’s Counterterrorism Activity, N.Y. Times, Jan. 7, 2016, available at http://www.nytimes.com/2016/01/08/nyregion/new-york-to-appoint-monitor-to-review-polices- counterterrorism-activity.html; Case page, Raza v. City of New York – Legal Challenge to NYPD Muslim Surveillance Program, Jan. 7, 2016, https://www.aclu.org/cases/raza-v-city-new-york-legal-challenge-nypd-muslim-surveillance- program.
9 See Tanvir v. Holder, Case No. 13-CV-6951 (S.D. N.Y. Apr. 22, 2014) (First Amended Complaint), available at http://apps.washingtonpost.com/g/documents/world/lawsuit-accusing-us-of-putting-people-on-no-fly-list-after-they- say-they-wont-spy/941/.
10 George Joseph, Exclusive: Feds Regularly Monitored Black Lives Matter Since Ferguson, The Intercept, July 24, 2015, https://theintercept.com/2015/07/24/documents-show-department-homeland-security-monitoring-black-lives-matter- since-ferguson/.
11 Matt Cagle. This Surveillance Software is Probably Spying on #BlackLivesMatter, ACLU of Northern California (Dec. 15, 2015), https://www.aclunc.org/blog/surveillance-software-probably-spying-blacklivesmatter; see also Shaun King, Fresno police join group of officials monitoring #BlackLivesMatter hashtag, labeling a peaceful movement a threat, N.Y. Daily News, Dec. 17, 2015, available at http://www.nydailynews.com/news/national/king-monitoring-blacklivesmatter-labels-movement- threat-article-1.2468808.
12 David Rogers, Black Lives Matter Supporters in Oregon Targeted by State Surveillance, ACLU Speak Freely blog, Nov. 11, 2015, https://www.aclu.org/blog/speak-freely/black-lives-matter-supporters-oregon-targeted-state-surveillance; Courtney Sherwood, Oregon attorney general ‘appalled’ by probe of Black Lives Matter, Reuters, Nov. 11, 2015, http://www.reuters.com/article/us-oregon-race-idUSKCN0T104N20151112. 13 Jeremy Gillula and Dave Maass, What You Can Learn from Oakland’s Raw ALPR Data, Electronic Frontier Foundation, Jan. 21, 2015, https://www.eff.org/deeplinks/2015/01/what-we-learned-oakland-raw-alpr-data. 14 Angel Jennings, Richard Winston & James Rainey, Sherriff’s Secret Air Surveillance of Compton Sparks Outrage, L.A. Times, Apr. 23, 2014, available at http://www.latimes.com/local/lanow/la-me-ln-sheriffs-surveillance-compton-outrage- 20140423-story.html.
15 Andrea Peterson, LOVEINT: When NSA Officers Use Their Spying Power on Love Interests, Wash. Post, Aug. 24, 2013, available at http://www.washingtonpost.com/blogs/the-switch/wp/2013/08/24/loveint-when-nsa-officers-use-their- spying-power-on-love-interests/.
16 See Julia Angwin & Jennifer Valentino-DeVries, New Tracking Frontier: Your License Plates, Wall St. J., Sep. 29, 2012, available at http://online.wsj.com/news/articles/SB10000872396390443995604578004723603576296. 17 Jenna McLaughlin, The FBI v. Apple Debate Just Got Less White, The Intercept, Mar. 8, 2016, https://theintercept.com/2016/03/08/the-fbi-vs-apple-debate-just-got-less-white/. 18 Rania Khalek, Activists of Color Lead Charge Against Surveillance, NSA, Truthout, Oct. 30, 2013, http://www.truth- out.org/news/item/19695-activists-of-color-at-forefront-of-anti-nsa-movement. 19 Riley v. California, 134 S. Ct. 2473, 2489 (2014).
20 United States v. Jones, 132 S.Ct. 945, 955, 56 (2012).

Endnotes

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21 Adam Goldman & Matt Apuzzo, NYPD Defends Tactics over Mosque Spying; Records Reveal New Details on Muslim Surveillance, Huffington Post (Feb 25, 2012), http://www.huffingtonpost.com/2012/02/24/nypd-defends-tactics- over_n_1298997.html; Adam Goldman & Matt Apuzzo, New York Drops Unit That Spied on Muslims, N.Y. Times, April 15, 2014, available at http://www.nytimes.com/2014/04/16/nyregion/police-unit-that-spied-on-muslims-is- disbanded.html.
22 Hina Shamsi and Ramzi Kassem, The NYPD spied on Muslim Americans. Will a court settlement change anything?, The Guardian, Jan. 8, 2016, http://www.theguardian.com/commentisfree/2016/jan/08/nypd-spied-muslim-americans-will- court-settlement-bring-change.
23 Angel Jennings, Richard Winston & James Rainey, Sherriff’s Secret Air Surveillance of Compton Sparks Outrage, L.A. Times, Apr. 23, 2014, available at http://www.latimes.com/local/lanow/la-me-ln-sheriffs-surveillance-compton-outrage- 20140423-story.html.
24 Police Executive Research Forum, How Are Innovations in Technology Transforming Policing? 26 (Jan. 2012) [hereinafter PERF Report], available at http://www.policeforum.org/assets/docs/Critical_Issues_Series/ how%20are%20innovations%20in%20technology%20transforming%20policing%202012.pdf. 25 Press Release, Office of the Controller, Butkovitz Alarmed by Police Camera Program, June 20, 2012, http://www.philadelphiacontroller.org/page.asp?id=792.
26 See Fazaga v. FBI, 844 F.Supp.2d 1022 (C.D. Cal. 2012). 27 Adam Goldman, NYPD settles lawsuits over Muslim monitoring, Wash. Post, Jan. 7, 2016, available at https://www.washingtonpost.com/world/national-security/nypd-settles-lawsuits-over-muslim- monitoring/2016/01/07/bdc8eb98-b3dc-11e5-9388-466021d971de_story.html. 28 See Tim Cushing, Another Bogus Hit from a License Plate Reader Results in Another Citizen Surrounded by Cops with Guns Out, TechDirt (May 23, 2014), https://www.techdirt.com/articles/20140513/07404127218/another-bogus-hit-license-plate- reader-results-another-citizen-surrounded-cops-with-guns-out.shtml. 29 Symposium, The Value of Privacy, U. Cal.-Hastings School of L. Const. L. Q., Apr. 7, 2014 (oral remarks), available at http://livestre.am/4P7Lk.
30 Cal. Civil Code § 1798.29 (2014).
31 Larry Ponemon, Cost of Data Breaches Rising Globally, Says ‘2015 Cost of a Data Breach Study: Global Analysis,’ May 27, 2015, https://securityintelligence.com/cost-of-a-data-breach-2015/. 32 Will Kane, Oakland to Limit Surveillance Center to Port, Airport, S.F. Gate, Mar. 6, 2014, available at http://www.sfgate.com/bayarea/article/Oakland-to-limit-surveillance-center-to-port-5290273.php. 33 Cyrus Farivar, In rare move, Silicon Valley county gov’t kills stingray acquisition, Ars Technica, May 7, 2015, http://arstechnica.com/tech-policy/2015/05/in-rare-move-silicon-valley-county-govt-kills-stingray-acquisition/. 34 Press Release, San Jose Police Provide Statement Regarding Purchase of Unmanned Aerial System (UAS), San Jose Police Dept., Aug. 5, 2014, available at http://www.sjpd.org/iNews/viewPressRelease.asp?ID=1874. 35 Robert Salonga, San Jose: Police apologize for drone secrecy, promise transparency, San Jose Mercury News, Aug. 5, 2014, available at http://www.mercurynews.com/crime-courts/ci_26279254/san-jose-police-apologize-secret-drone-purchase- promise.
36 Riley v. California, 573 U.S. (2014), Slip Op. at *28. 37 U.S. v. Jones, 132 S. Ct. 945, 954 (2012) (Sotomayor, J., concurring); id. at 957 (Alito, Ginsberg, Breyer, and Kagan, J., concurring in the judgment).
38 Charlie Savage and Jonathan Wiseman, N.S.A. Collection of Bulk Call Data Is Ruled Illegal, N.Y. Times, May 7, 2015, available at http://www.nytimes.com/2015/05/08/us/nsa-phone-records-collection-ruled-illegal-by-appeals-court.html; Klayman v. Obama, Civ. No. 13-0851 (D.D.C. Dec. 16, 2013). 39 Ballot Pamplet., Proposed Amendments to Cal. Const. with Arguments to Voters, Gen. Elec. (Nov. 7, 1972). 40 White v. Davis, 533 P.2d (Cal. 1975).
41 People v. Cook 41 Cal. 3d 373 (1985).
42 Robins v. Pruneyard Shopping Center, 592 P.2d 899 (Cal. 1979) (holding that, under the California Constitution, members of the public have a legal right to pass out pamphlets and seek signatures in a privately owned shopping center), aff’d, .447 U.S. 74 (1980).
43 Cal. Penal Code §§ 1546-1546.4. See generally Tracy Seipel and Eric Kurhi, California digital privacy laws boosted, protecting consumers from Big Brother, big business, San Jose Mercury News, Oct. 9, 2015, available at http://www.mercurynews.com/health/ci_28948653/california-digital-privacy-laws-boosted-protecting-consumers- from.
44 Cal. Gov’t Code § 53166.
45 Cal. Civil Code §§ 1798.29, 1798.82, and 1798.90.5.

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46 Jennifer Steinhauer and Jonathan Weisman, U.S. Surveillance in Place Since 9/11 Is Sharply Limited, N.Y. Times, Jun. 2, 2015, available at http://www.nytimes.com/2015/06/03/us/politics/senate-surveillance-bill-passes-hurdle-but- showdown-looms.html?_r=0; see also U.S.A. Freedom Act, H.R. 2048, 114th Cong. (2016). 47 Allie Bohm, Status of Location Privacy Legislation in the States, ACLU Free Future (April 8, 2014), https://www.aclu.org/blog/technology-and-liberty-national-security/status-location-privacy-legislation-states (as of May 6, 2014).
48 Allie Bohm, Status of 2014 Domestic Drone Legislation in the States, ACLU Free Future (April 22, 2014), https://www.aclu.org/blog/technology-and-liberty/status-2014-domestic-drone-legislation-states (as of May 6, 2014). 49Smart About Surveillance, ACLU of California, http://www.aclunc.org/smartaboutsurveillance. 50 Id.
51 Interview with Brian Hofer, Transparency over secrecy: Oakland’s surveillance policy, KALW Local Public Radio, available at http://kalw.org/post/transparency-over-secrecy-oakland-s-surveillance-policy#stream/0. 52 See Bonnie Eslinger, Menlo Park Council Approves Ordinance Regulating Police Use of Surveillance, San Jose Mercury News, May 14, 2014, available at http://www.mercurynews.com/breaking-news/ci_25766277/menlo-park-council-approves- ordinance-regulating-police-use; Seattle City Council Enacts Groundbreaking Legislation Protecting Residents’ Civil Liberties, Local Progress (May 1, 2013), http://localprogress.org/seattle-city-council-enacts-groundbreaking-legislation-protecting- residents-civil-liberties/.
53 U.S. Dep’t of Homeland Security, CCTV: Developing Best Practices (2007), available at http://www.dhs.gov/xlibrary/assets/privacy/privacy_rpt_cctv_2007.pdf. 54 State of Surveillance in California – Findings and Recommendations, ACLU of California, Jan. 2015, available at https://www.aclunc.org/sites/default/files/201501-aclu_ca_surveillancetech_summary_and_recommendations.pdf. 55 Redlands Police Department, Citizen Privacy Council, http://www.cityofredlands.org/police/CPC. 56 Halima Kazen, Watching the Watchers: Oakland Seeks Control of Law Enforcement Surveillance, The Guardian, July 13, 2015, available at http://www.theguardian.com/us-news/2015/jul/13/oakland-law-enforcement-surveillance. 57 Memorandum, Establishing Ad Hoc Committee to Review the Community Warning System and Industrial Safety Ordinance (Sept. 18, 2012), http://64.166.146.155/agenda_publish.cfm?mt=ALL&get_month=9&get_year=2012&dsp=agm& seq=12339&rev=0&ag=241&ln=23604&nseq=0&nrev=0&pseq=12303&prev=0. 58 Keynote address of Malkia Cyril, Targeted Surveillance, Civil Rights, and the Fight for Democracy, Center for Media Justice, Oct. 13, 2015, available at http://centerformediajustice.org/2015/10/13/targeted-surveillance-civil-rights-and-the-fight- for-democracy/.
59 See Memorandum, City Administrator’s Weekly Report (Apr. 25, 2014), http://www2.oaklandnet.com/oakca1/groups/cityadministrator/documents/report/oak046804.pdf. 60 http://www2.oaklandnet.com/Government/o/CityAdministration/d/PrivacyAdvisoryCommission/index.htm 61 Matt Richtel, A Police Gadget Tracks Phones? Shhh! It’s Secret, N.Y. Times, Mar. 15, 2015, available at http://www.nytimes.com/2015/03/16/business/a-police-gadget-tracks-phones-shhh-its-secret.html?_r=0; Cyrus Farivar, In rare move, Silicon Valley county gov’t kills stingray acquisition, Ars Technica, May 7, 2015, http://arstechnica.com/tech-policy/2015/05/in-rare-move-silicon-valley-county-govt-kills-stingray-acquisition/. 62 Ali Winston, Oakland City Council Rolls Back the Domain Awareness Center, East Bay Express (Mar. 5, 2014), http://www.eastbayexpress.com/SevenDays/archives/2014/03/05/oakland-city-council-rolls-back-the-dac. 63 Cyrus Farivar, In rare move, Silicon Valley county gov’t kills stingray acquisition, Ars Technica, May 7, 2015, http://arstechnica.com/tech-policy/2015/05/in-rare-move-silicon-valley-county-govt-kills-stingray-acquisition/. 64 John Malkin, Surveillance City? GoodTimes, Jan 29, 2014, http://www.gtweekly.com/index.php/santacruznews/goodtimescoverstories/5386surveillancecity.html. 65 Robert Salonga, San Jose: Police Apologize for Drone Secrecy, Promise Transparency, San Jose Mercury News, Aug 5, 2014, available at http://www.mercurynews.com/crime-courts/ci_26279254/san-jose-police-apologize-secret-drone-purchase- promise.
66 See Oakland City Auditor, Police Technology Performance Audit: FY 2006–07 through 2010–11 (2012), available at http://www.oaklandauditor.com/images/oakland/auditreports/0pd%20tech.pdf. 67 See Citris, Cistris Study on SF Public Cameras Released (Jan. 9, 2009), http://citris-uc.org/citris-study-on-sf-public- cameras-released/.
68 See David P. Farrington & Brandon C. Welsh, Effects of Improved Street Lighting on Crime: A Systematic Review, Home Office Research Study 251 (Aug. 2002), p. 42; Ronald V. Clarke, U.S. Department of Justice, Office of Community Oriented Policing Services, Improving Street Lighting to Reduce Crime in Residential Areas (Dec. 2008), available at http://cops.usdoj.gov/Publications/e1208-StreetLighting.pdf; Jay Beeber, Collision Analysis of the Photo Enforced Intersection in Walnut, CA, http://www.thenewspaper.com/rlc/docs/2014/ca-walnut.pdf. 69 See Steve Scauzillo, Red Light Cameras Being Stopped, L.A. Daily News (Jan. 21, 2014), http://www.dailynews.com/general-news/20140121/red-light-cameras-being-stopped.

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32 MAKING SMART DECISIONS ABOUT SURVEILLANCE: A GUIDE FOR COMMUNITIES

70 PERF Report, supra note 24, at 44.
71 United States v. Jones, 132 S. Ct. 945 (2012); Joann Pan, FBI Turns Off 3000 GPS Devices After Ruling, Mashable (Feb. 27, 2012), http://mashable.com/2012/02/27/fbi-turns-off-3000-gps-devices/. 72 Kashmir Hill, Whoops, Anyone Could Watch California City’s Police Surveillance Cameras, Forbes.com (Aug. 21, 2014), http://www.forbes.com/sites/kashmirhill/2014/08/11/surveillance-cameras-for-all/. 73 Seattle City Council Enacts Groundbreaking Legislation Protecting Residents’ Civil Liberties, Local Progress (May 1, 2013), http://localprogress.org/seattle-city-council-enacts-groundbreaking-legislation-protecting-residents-civil-liberties/; Jamela Debelak, ACLU of Washington, Surveillance: Spokane Acts to Protect Privacy and Provide Transparency (Aug. 21, 2013), https://aclu-wa.org/blog/surveillance-spokane-acts-protect-privacy-and-provide-transparency. 74 Matt Cagle, Alameda County Just Got a Privacy Upgrade – Alameda County, It’s Your Move, ACLU of Northern California blog, Nov. 17, 2015, https://www.aclunc.org/blog/california-just-got-privacy-upgrade-alameda-county-its-your-move. 75 State of Surveillance in California – Findings and Recommendations, ACLU of California, Jan. 2015, available at https://www.aclunc.org/sites/default/files/201501-aclu_ca_surveillancetech_summary_and_recommendations.pdf. 76 Seattle City Council, Public Safety, Civil Rights and Technology Committee May 2, 2012, Seattle Channel, at 38:55, http://www.seattlechannel.org/mayor-and-council/city-council/20122013-public-safety-civil-rights-and-technology- committee/?videoid=x23397.
77 Terry McFadden, Technology Helping Police to Receive Warrants Faster, WNDU.com (July 8, 2013), http://www.wndu.com/ news/specialreports/headlines/Technology-helping-police-to-receive-search-warrants-faster--214651051.html. 78 18 U.S.C. § 2518(5) (2014).
79 Ohio State Highway Patrol Policy No. OSP-103.29 (revised Dec. 23, 2008). 80 Julia Reynolds, Monterey County Grand Jury Finds Computer Data Risks, Monterey Herald, Aug. 21, 2014, available at http://www.montereyherald.com/news/ci_26009592/monterey-county-grand-jury-finds-computer-data-risks. 81 Dianne Feinstein, NSA Officers Spy on Love Interests, Wall St. J., Aug. 23, 2013, available at http://blogs.wsj.com/washwire/2013/08/23/nsa-officers-sometimes-spy-on-love-interests/; Anjali Hemphill, Dating on Duty: Officers Accused of Screening Dates Using Police System, CBS 13 Sacramento (Aug. 22, 2014), http://sacramento.cbslocal.com/2014/08/22/dating-on-duty-officers-accused-of-screening-dates-using-police-system/. 82 See Bonnie Eslinger, Menlo Park Council Approves Ordinance Regulating Police Use of Surveillance, San Jose Mercury News, May 14, 2014, available at http://www.mercurynews.com/breaking-news/ci_25766277/menlo-park-council-approves- ordinance-regulating-police-use.
83 PERF Report, supra note 24, at 36.
84 Dan Brekke, Oakland Approves Scaled-Back Version of Disputed Surveillance Center, KQED.com, Mar. 5, 2014, http://ww2.kqed.org/news/2014/03/04/oakland-mayor-jean-quan-suggests-scaling-back-domain-awareness-center. 85 George Hostetter, Former Judge Wanger Writes Far-Ranging Audit on Fresno Video Policing, Fresno Bee, Jan. 7, 2014, available at http://www.fresnobee.com/2014/01/07/3701754/judge-wanger-delivers-impressive.html.

Back Cover Citations

Editorial, ACLU offers a smart safeguard for using surveillance technology, The Los Angeles Times, Nov. 23, 2014, available at http://www. latimes.com/opinion/editorials/la-ed-surveillance-and-privacy-20141123-story.html.

Editorial, Bay Area governments must protect citizen privacy, San Francisco Chronicle, Feb. 25, 2015, available at http://www.sfchronicle. com/opinion/editorials/article/Bay-Area-governments-must-protect-citizen-privacy- 6101993.php.

Steven Greenhut, Surveillance is sneaking its way into cities, The San Diego Union-Tribune, Nov. 17, 2014, available at http://www.sandiegouniontribune.com/news/2014/nov/17/surveillance-sneaking-cities-model-ordinance-aclu/.

Editorial, ACLU push for surveillance policy is timely, San Jose Mercury News, Nov. 13, 2014, available at http://www.mercurynews.com/ opinion/ci_26932183/mercury-news-editorial-aclu-push-surveillance-policy-is.

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Police are spending billions of
dollars on very sophisticated
and invasive surveillance
technology. Too many of these
programs are moving forward
without public conversation,
careful consideration of the
costs and benefits, or adequate
policies in place to prevent
misuse and protect rights.

This guide provides a step-
by-step framework to
ask and answer the right
questions about surveillance
proposals and build in proper
mechanisms for transparency,
accountability, and oversight.

The guide also includes dozens
of case studies highlighting
smart approaches and missteps
to avoid and model language
for policymakers to adopt to
make sure the right process is
used every time a surveillance
proposal is considered.
“ The ACLU’s approach to vetting new technologies is so pragmatic that cities, counties and law enforcement
agencies throughout California would be foolish
not to embrace it. ”
–Editorial, Los Angeles Times
“ We urge more city and county governments to…[study]
an ordinance that would set specific rules about what
can be done with citizens’ private information. ”
–Editorial, San Francisco Chronicle

“ It’s easy to see the value in [ACLU’s] approach—in all areas of government... “
– Steven Greenhut, San Diego Union-Tribune
“ Elected leaders, not police departments, should set
policy for the use of surveillance equipment. This is the ACLU recommendation. It’s also common sense. “
–Editorial, San Jose Mercury News

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City of Palo Alto (ID # 14123)
City Council Staff Report

Meeting Date: 10/24/2022 Report Type: Consent Calendar

City of Palo Alto Page 1

Title: Approval of Contract Amendment No. Two with GovernmentJobs.com, Inc. dba Neogov for Recruiting and Onboarding Services, to Extend the Term through June 30, 2025, Add Services, and Increase Compensation by an Amount Not -To-Exceed $249,883 for a New C ontract Total Not -To-Exceed Amount of $411,323
From: City Manager
Lead Department: IT Department

Recommendation
Staff recommends that Council approve and authorize the City Manager or their designee to execute the attached contract Amendment N o. Two (Attachment A) to Contract No. S17167826 with Governmentjobs.com , Inc. D/B/A NeoGov , for the provision of hiring, onboarding and performance review services, in order to add three- years and two months to the term (to end June 30, 2025) , add services, and to increase the compensation by the amount of $ 249,883 for a new total not -to-exceed contract amount of $411,323.

Background
The City’s Human Resources Department is responsible for recruiting, onboarding and retaining a talented and diverse workforce to ser ve our community. On average , the City recruits and onboards more than 150 new employees annually. To help facilitate this process, the City uses a cloud -based applicant management and employee onboarding portal from Governmentjobs.com, Inc. D/B/A NeoGov (NeoGov). NeoGov is an industry leader in providing cloud -based software that centralizes the process of attracting, screening, and onboarding a new employee. NeoGov is utilized by more than 6,000 public sector organizations across the United States.

In 2 011, the City entered into a contract with NeoGov to provide its cloud -based Applicant Management System called “NeoGov Insight .” Insight allowed the City to automate its hiring process by providing a robust platform to post job announcements, accept online job applications and track applicants through each step of the recruitment process.

In 201 6, the City added the Onboarding module called NeoGov Onboard. Onboard 4 Packet Pg. 53

City of Palo Alto Page 2

seamlessly integrated with NeoGov Insight to enhance and simplify the applicant experience. Once hired, applicants complete all new hire paperwork through a centralized online dashboard. Onboard is also used to provide newly hired employees with an overview of all City benefits, including the ability to complete their benefit enrollment paperwork online. Onboard has significantly eliminated manual paperwork process for both applicants and City staff . Two additional modules were added in 2020, Candidate Text Messaging and Background Check s, via contract Amendment No. One (Attachment B).

Discussion
NeoGov has provided many efficiencies to the City’s recruitment and onboarding process. The Insight portal has made the recruitment process more efficient by providing a centralized method to post job announcements and intake, automated application review for hiring managers, automated interview scheduling and completing job offers. The Onboard portal provided a solution to move manual, time consuming, paper-based process to an online platform for an efficient and streamlined experience for all involved. Insight’s built-in analytics and reporting on recruitment status based on individual positions provides the capability for the Human Resources team to make data-driven decisions about current and future recruitments. With this amendment, the City will also have the capability for SSO (Single Sign On) for users, which will provide further security and a streamlined login process for staff. This additional feature is in alignment with the City’s ongoing cybersecurity priorities and enhancements as outlined in the recent Baker Tilly Risk Assessment.

After recruiting and onboarding an employee, the next step in the NeoGov employee lifecycle is performance management and employee development. NeoGov’s “Perform” module provides an online platform for managers a nd employees to complete performance evaluations. NeoGov’s Perform module will replace the current manual, paper-based process the City utilizes. Perform will allow employees and managers to set short- and long-term performance and development goals that c an be tracked using an online automated process. This will assist managers and employees to have frequent check-ins and provide continuous feedback. Staff expects to roll out Perform in 202 3.

With this roll out, staff will have access to reports and dashbo ards which increase our ability to analyze individual employees, teams, or departmental data to identify skill gaps across the organization and optimize employee development.

Upcoming Procurement Process
The City's current need to stabilize recruitment an d retain talented employees is a priority. Staff acknowledge and agree that a formal solicitation is needed. At this moment, staff also recognize the potential time intensive process to both select and transition to a new vendor and that will distract fro m current priorities of focusing on and prioritizing robust recruitment . In addition, changes in platform will require thousands of potential applicants who have registered with the current system to re - apply and create a new candidate profile, this additi onal friction point may impact 4 Packet Pg. 54

City of Palo Alto Page 3

interest and applicant pool.

To address these priorities and the need for a procurement process, d uring the next three years of this contract, staff has a three-step process that they will engage in:

1. Step 1: During the firs t year of the contract, staff will continue to stabilize and enhance the City's recruitment and retention efforts.

2. Step 2: During the second year of the contract, staff will engage and conduct a formal public procurement (RFP) process.

3. Step 3: During the t hird year of the contract, staff will complete the implementation process (or continue with existing services depending on the results of the procurement process).

An exemption to competitive solicitation was approved by the City Manager pursuant to PAMC 2.30.360(b)(2) in acknowledgement of the critical time the organization faces and with the clear understanding of next steps outlined above.

Resource Impact
Funds for Fiscal Year 202 3 costs have been budgeted in the Information Technology Fund. Ongoing maintenance costs are subject to annual appro priation of costs through the annual budgeting cycle.

Breakdown of Costs for Amendment No. Two:
4/9/2022 -
6/30/2022
7/1/2022 -
6/30/2023
7/1/2023 -
6/30/2024
7/1/2024 -
6/30/2025
Total
$8,971.14 $75,988.83 $80,450.00 $84,472.50 $249,882.47

Stakeholder Engagement
Stakeholder engagement is not required for execution of this contract amendment for current services. During the implementation of new modules and processes, the Human Resources department will partner with departments to ensure seamless transition from current processes

Policy Implications
This recommendation does not present any changes to existing City policies.

Environmental Review
Approval of this agreement does not constitute a project under the California Environmental Quality Act (CEQA); therefore, an environmental assessment is not required.

Attachments:
• Attachment4.a: Attachment A:

S17167826_Amend_No2_NeoGov_final_vendor_signed
4 Packet Pg. 55

City of Palo Alto Page 4

• Attachment4.b: Attachment B: Amendment 1 S17167826 GovernmentJobs 4 Packet Pg. 56
Vers.: Aug. 5, 2019

AMENDMENT NO. 2 TO CONTRACT NO. S17167826

BETWEEN THE CITY OF PALO ALTO AND
GOVERNMENTJOBS.COM dba., NEOGOV

This Amendment No. 2 (this “Amendment”) to contract no. S17167826 (the “Contract” as defined in Section 1(a) below) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and GOVERNMENTJOBS.COM, INC. dba NEOGOV, a California Corporation, located at 222 N. Sepulveda Blvd., Suite 2000, El Segundo, CA 90245 (“CONTRACTOR”), is entered into on the date of full execution by the parties hereto (the “Signing Date”), to be effective as of April 9, 2022 (the “Effective Date”). CITY and CONTRACTOR are referred to collectively as the “Parties” in this Amendment.

R E C I T A L S

A. WHEREAS, CITY and CONTRACTOR entered into that certain General Services Agreement contract no. S17167826, dated as of April 9, 2017, for the provision of software for recruitment, as detailed therein, as amended by Amendment No. 1, dated June 1, 2020 , which extended the term, added to the scope of services, and increased the not -to-exceed amount by $161,439.70, as detailed in Amendment No. 1; and

B. WHEREAS, the term of that certain General Services Agreemen t, as amended by Amendment No. 1, expired as of April 8, 2022, and the CITY and CONTRACTOR each desire for CONTRACTOR to continue to provide software for recruitment and related services (the Services as detailed more fully in Exhibit A entitled “Scope of Services”); and

C. WHEREAS, the Parties now wish to amend the Contract in order to correct a typographical/clerical error in the CONTRACTOR’s name as stated in the Contract, extend the term, add to the scope of services, in crease the not-to-exceed amount of the Contract by $249,882.47, for a new total maximum compensation o f $ 411,322.17, and add SaaS services terms, as detailed herein;

NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree:

SECTION 1. Definitions. The following definitions shall apply to this Amendment:

a. Contract. The term “Contract” shall mean that certain General Services Agreement, c ontract no. S17167826, between CONTRACTOR and CITY, dated April 9, 2017, as amended by:

Amendment No. 1, dated June 1, 2020.

DocuSign Envelope ID: 1F042859-5DEC-480A-9269-BEE827046A76

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b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.

SECTION 2. The Parties understand and agree that the CONTRACTOR’s legal name is “GOVERNMENTJOBS.COM, INC.” and that its doing business as (“dba”) name is “NEOGOV”, that the “INC.” was mistakenly left out of the CONTRACTOR’s legal name as stated in the Contract due to a typographical/clerical error, and the P arties hereby amend the Contract as follows: Wherever in the Contract the CONTRACTOR is referred to as “ GOVERNMENTJOBS.COM” or as “GOVERNMENTJOBS.COM dba. , NEOGOV”, for each su ch instance, that reference to the CONTRACTOR is hereby deleted and replaced to read “ GOVERNMENTJOBS.COM, INC. dba NEOGOV”.

SECTION 3. Section 2, “ EXHIBITS”, of the Contract is hereby deleted and replaced in the entirety with Section 2, “EXHIBITS; ORDER OF PRECEDENCE,” to read as follows:

“2. EXHIBITS; ORDER OF PRECEDENCE. The following exhibits are hereby attached and incorporated into this Agreement by reference as though fully set forth herein. In the event of any conflict between the provisions of this General Services Agreement document including its Exhibits A through F as compared to the provisions of Exhibit G (including Exhibit G’s own Exhibits A through D), the provisions of this General Services Agreement including its Exhibits A through F shall take precedence, followed by the provisions of Exhibit G (including Exhibit G’s own Exhibits A through D). This Section 2 (Exhibits; Order of Precedence) shall take precedence in the event of a co nflict with any other covenant, term, condition, or provision of this Agreement.

“A” – Scope of Services
“B” – Schedule of Performance
“C” – Compensation
“D” – Insurance Requirements
“E” - Cybersecurity Terms and Conditions
“F” – Information Privacy Policy
“G” – Services Agreement (including Exhibit G’s own Exhibit A, Government Customer Addendum; Exhibit B, PowerEngage Platform Addendum; Exhibit C, HRIS Addendum; and Exhibit D, Integration Terms Addendum)

CONTRACT IS NOT COMPLETE UNLESS ALL INDICATED EXHIBITS ARE ATTACHED.”

SECTION 4. Section 3, “ TERM”, of the Contract is hereby amended to read as follows:

“The term of this Agreement is from 04/09/2017 to 06/30/2025 inclusive, subject to the provisions of Sections R and W of the General Terms and Conditions.”

DocuSign Envelope ID: 1F042859-5DEC-480A-9269-BEE827046A76

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SECTION 5. Section 5, “ COMPENSATION FOR ORIGINAL TERM”, of the Contract is hereby amended to read as follows:

“CITY shall pay and CONTRACTOR agrees to accept as not-to-exceed compensation for the full performance of the Services and reimbursable expenses, if any:

A sum calculated in accordance with the fee schedule set forth at Exhibit C (Compensation), not to exceed a total maximum compensation amount of Four Hundred Eleven Thousand Three Hundred Twenty Two Dollars and Seventeen Cents ($411,322.17).

CONTRACTOR agrees that it can perform the Services for an amount not to exceed the total maximum compensation set forth above. Any hours worked or services performed by
CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the Services shall be at no cost to CITY.”

SECTION 6. Section O “HOLD HARMLESS” of the General Terms and Conditions of the Contract is hereby deleted in its entirety and replaced with the following:

“O. HOLD HARMLESS. To the fullest extent permitted by law and without limitation by the provisions of section N relating to insurance, CONTRACTOR shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents from and against any and all third-party demands, claims, injuries, losses, or liabilities of any nature, including death or injury to any person, property damage or any other loss and including without limitation all damages, penalties, fines and judgments associated investigative and administrative expenses and defense costs, including, but not limited to reasonable attorney’s fees, courts costs and costs of alternative dispute resolution, to the extent arising out of, or resulting in any way from or in connection with CONTRACTOR’S: (a) negligence, (b) willful misconduct, or (c) recklessness. CONTRACTOR’s obligations under this Section apply regardless of whether or not a liability is caused or contributed to by any negligent (passive or active) act or omission of CITY, except that CONTRACTOR shall not be obligated to indemnify for liability arising from the sole negligence or willful misconduct of CITY. The acceptance of the Services by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section survive the completion of the Services or termination of this Agreement.”

SECTION 7. The following exhibits to the Contract are hereby amended or added, as indicated below, to read as set forth in the attachments to this Amendment, which are incorporated in full into this Amendment and into the Contract in accordance with herein-amended Section 2 (Exhibits; Order of Precedence) of the Contract:

a. Exhibit “A” entitled “SCOPE OF SERVICES”, AMENDED, REPLACES PREVIOUS.

DocuSign Envelope ID: 1F042859-5DEC-480A-9269-BEE827046A76

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b. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE”, AMENDED, REPLACES PREVIOUS.

c. Exhibit “C” entitled “COMPENSATION”, AMENDED, REPLACES PREVIOUS.

d. Exhibit “D” entitled “INSURANCE REQUIREMENTS”, AMENDED, REPLACES PREVIOUS.

e. Exhibit “E” entitled “SAAS SECURITY AND PRIVACY TERMS AND CONDITIONS” of the Contract, is hereby amended and replaced with the attached Exhibit “E” entitled “CYBERSECURITY TERMS AND CONDITIONS”, AMENDED, REPLACES PREVIOUS.

f. Exhibit “F” entitled “INFORMATION PRIVACY POLICY”, ADDED.

g. Exhibit “G” entitled “SERVICES AGREEMENT” ( including Exhibit G’s own Exhibit A, Government Customer Addendum ; Exhibit B, PowerEngage Platform Addendum ; Exhibit C, HRIS Addendum; and Exhibit D, Integration Terms Addendum), ADDED.

SECTION 8. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect.

SECTION 9. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference.

(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
DocuSign Envelope ID: 1F042859-5DEC-480A-9269-BEE827046A76

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SIGNATURES OF THE PARTIES

IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment as of the Signing Date, to be effective as of the Effective Date.

CITY OF PALO ALTO

City Manager APPROVED
AS TO FORM:

City Attorney or designee
GOVERNMENTJOBS.COM, INC. dba
NEOGOV

By:

Name:

Title:

By:

Name:

Title:

Attachments:

EXHIBIT “A”: SCOPE OF SERVICES (AMENDED, REPLACES PREVIOUS) EXHIBIT “B”: SCHEDULE OF PERFORMANCE (AMENDED, REPLACES PREVIOUS) EXHIBIT “C”: COMPENSATION (AMENDED, REPLACES PREVIOUS)
EXHIBIT “D”: INSURANCE REQUIREMENTS (AMENDED, REPLACES PREVIOUS) EXHIBIT “E”: CYBERSECURITY TERMS AND CONDITIONS (AMENDED, REPLACES PREVIOUS) EXHIBIT “F”: INFORMATION PRIVACY POLICY (ADDED)
EXHIBIT “G”: SERVICES AGREEMENT (including Exhibit G’s own Exhibit A, Government Customer Addendum; Exhibit B, PowerEngage Platform Addendum; Exhibit C, HRIS Addendum ; and Exhibit D, Integration Terms Addendum) (ADDED)

DocuSign Envelope ID: 1F042859-5DEC-480A-9269-BEE827046A76 Mike Burns
Accounting Director
Ana Alfaro
Revenue Accounting Manager

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EXHIBIT A

SCOPE OF SERVICES

CONTRACTOR shall provide to CITY the following Software as Service (SAAS) subscriptions (also referred to herein as the “Services”) with the functionality and services described, during the time periods specified below in this Exhibit A (Scope of Services). Maintenance and support of the SAAS are included as part of the Services, as detailed in Exhibit G (Services Agreement) of this Agreement.

Services to Be Provided During the Period Covering 04/09/2017 – 04/08/2020

1. Insight Enterprise (IN)
License Subscription to NEOGOV IN
The CITY’s subscription to the Insight platform includes the following functionality:

Recruitment
● Online job application
● Online job announcements and descriptions
● Automatic online job interest cards
● Recruitment and examination planning
Selection
● Configurable supplemental questions
● Define unique scoring plans
● Test analysis and pass-point setting
● Score, rank, and refer applicants
Applicant Tracking
● Email and hardcopy notifications
● EEO Data collection and reports
● Track applicants by step/hurdle
● Schedule written, oral, and other exams
● Candidate Self-Service Portal for scheduling and application status Reporting and Analysis
● 90 standard system reports
● Ad Hoc reporting tool
HR Automation
● Create and route job requisitions for approval
● Certification/eligible lists

2. NEOGOV Onboarding (ON)

License Subscription to NEOGOV ON
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● Electronic Employee File
● W4
● I9
● Configurable Workflow
● Task Manager
● Employee data upload
● Attachments
● Build your own Onboarding forms*
*NEOGOV ON includes I9 and W4 standard forms that are updated by CONTRACTOR.

Additional forms or form maintenance is available by NEOGOV Professional Services at the following cost:
• Background forms $295 per form
• Dynamic Forms $195 per form
• Updates to existing forms $200 an hour

3. GovernmentJobs.com Job Posting Subscription
(GJC) License Subscription
● Enables organizations to advertise their job postings created in Insight on the GovernmentJobs.com website.
● May add an unlimited number of postings

4. NEOGOV Integrations

CONTRACTOR provides Standard Integrations as well as platform application program interfaces (APIs) for third party system integration(s).

Standard Integrations include:
• Conduct project scope, review integration plan, discuss timeline, and set schedule for required meetings
• Annual Maintenance by CONTRACTOR

Note: CONTRACTOR APIs are to be configured directly by CITY staff using CONTRACTOR documentation.

5. Customer Support and Product Upgrades
The following are included with the subscription services:
• Unlimited Customer Support M-F, 6:00AM – 6:00 PM PT
• Product upgrades to licensed software

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Services to Be Provided During the Period Covering 4/9/2020 – 4/8/2022 (except as performance dates are otherwise specified in Exhibit B, Schedule of Performance)

CONTRACTOR shall provide the Services detailed below during the period covering 4/9/2020 – 4/8/2022, except as performance dates are otherwise specified in Exhibit B (Schedule of Performance).

CONTRACTOR shall provide to CITY the following Software as Service (SAAS) subscriptions with the functionality and services described:

1. Insight Enterprise (IN)
License Subscription to NEOGOV IN
The CITY’s subscription to the Insight platform includes the following functionality:

Recruitment
● Online job application
● Online job announcements and descriptions
● Automatic online job interest cards
● Recruitment and examination planning Selection
● Configurable supplemental questions
● Define unique scoring plans
● Test analysis and pass-point setting
● Score, rank, and refer applicants

Applicant Tracking
● Email and hardcopy notifications
● EEO Data collection and reports
● Track applicants by step/hurdle
● Schedule written, oral, and other exams
● Candidate Self-Service Portal for scheduling and application status Reporting and Analysis
● 90 standard system reports
● Ad Hoc reporting tool HR Automation
● Create and route job requisitions for approval
● Certification/eligible lists

2. NEOGOV Onboarding (ON)

License Subscription to NEOGOV ON
● Electronic Employee File
● W4
● I9
● Configurable Workflow
● Task Manager
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● Employee data upload
● Attachments
● Build your own Onboarding forms*
*NEOGOV ON includes I9 and W4 standard forms that are updated by CONTRACTOR.

Additional forms or form maintenance is available by NEOGOV Professional Services at the following cost:
• Background forms $295 per form
• Dynamic Forms $195 per form
• Updates to existing forms $200 an hour

3. GovernmentJobs.com Job Posting Subscription
(GJC) License Subscription
• Enables organizations to advertise their job postings created in Insight on the GovernmentJobs.com website.
• May add an unlimited number of postings

4. NEOGOV Integrations

CONTRACTOR provides Standard Integrations as well as platform APIs for 3rd party system integration(s).

Standard Integrations include:
• Conduct project scope, review integration plan, discuss timeline, and set schedule for required meetings
• Annual Maintenance by CONTRACTOR

Note: CONTRACTOR APIs are to be configured directly by CITY staff using

CONTRACTOR
documentation.

5. Customer Support and Product Upgrades
The following are included with the subscription services:
• Unlimited Customer Support M-F, 6:00AM – 6:00 PM PT
• Product upgrades to licensed software

6. Background Check

Allows agencies to initiate background checks directly from Insight or OHC. Choose from a wide and ever-growing selection of background check vendors to find one that suits the needs of your agency. Control who has access to view or initiate background checks via security role customization in OHC and track the status of the background check from the referred list.

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7. Candidate Text Messaging

Select Your Candidates:

If subscribed, candidate will have a mobile icon next to their name. Select the subscribed candidates and click “Text Message Notify”.

Select a Template:

Send personalized, relevant texts to applicants. Create custom message templates with easy- to-use merge fields for hiring managers to choose from.

Generate Text Messages:

Texts can be sent at any step in the evaluation process, in bulk or individually.

Ensure Delivery:

Once you have sent your message, view the status to see if candidates have received the text.

Services to Be Provided During the Period Covering 4/9/2022 – 6/30/2025

CONTRACTOR shall provide the Services detailed below during the period covering 4/9/2022 – 6/30/2025.

CONTRACTOR shall provide to CITY the following Software as Service (SAAS) subscriptions with the functionality and services described:

1. Insight Enterprise (IN)

License Subscription to NEOGOV IN
The CITY’s subscription to the Insight platform includes the following functionality:

Recruitment
● Online job application
● Online job announcements and descriptions
● Automatic online job interest cards
● Recruitment and examination planning Selection
● Configurable supplemental questions
● Define unique scoring plans
● Test analysis and pass-point setting
● Score, rank, and refer applicants
Applicant Tracking
● Email and hardcopy notifications
● EEO Data collection and reports
● Track applicants by step/hurdle
● Schedule written, oral, and other exams
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● Candidate Self-Service Portal for scheduling and application status Reporting and Analysis
● 90 standard system reports
● Ad Hoc reporting tool HR Automation
● Create and route job requisitions for approval
● Certification/eligible lists

2. NEOGOV Onboarding (ON)

License Subscription to NEOGOV ON
● Electronic Employee File
● W4
● I9
● Configurable Workflow
● Task Manager
● Employee data upload
● Attachments
● Build your own Onboarding forms*
*NEOGOV ON includes I9 and W4 standard forms that are updated by CONTRACTOR.

Additional forms or form maintenance is available by NEOGOV Professional Services at the following cost:
• Background forms $295 per form
• Dynamic Forms $195 per form
• Updates to existing forms $200 an hour

3. GovernmentJobs.com Job Posting Subscription
(GJC) License Subscription
• Enables organizations to advertise their job postings created in Insight on the GovernmentJobs.com website.
• May add an unlimited number of postings

4. NEOGOV Integrations

CONTRACTOR provides Standard Integrations as well as platform APIs for 3rd party system integration(s).

Standard Integrations include:
• Conduct project scope, review integration plan, discuss timeline, and set schedule for required meetings
• Annual Maintenance by CONTRACTOR

Note: CONTRACTOR APIs are to be configured directly by CITY staff using CONTRACTOR documentation.

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5. Customer Support and Product Upgrades
The following are included with the subscription services:
• Unlimited Customer Support M-F, 6:00AM – 6:00 PM PT
• Product upgrades to licensed software

6. Background Check

Allows agencies to initiate background checks directly from Insight or OHC. Choose from a wide and ever-growing selection of background check vendors to find one that suits the needs of your agency. Control who has access to view or initiate background checks via security role customization in OHC and track the status of the background check from the referred list.

7. Candidate Text Messaging

Select Your Candidates:

If subscribed, candidate will have a mobile icon next to their name. Select the subscribed candidates and click “Text Message Notify”.

Select a Template:

Send personalized, relevant texts to applicants. Create custom message templates with easy- to-use merge fields for hiring managers to choose from.

Generate Text Messages:

Texts can be sent at any step in the evaluation process, in bulk or individually.

Ensure Delivery:

Once you have sent your message, view the status to see if candidates have received the text.

8. Perform Module

CONTRACTOR’s employee evaluation software, Perform, is a full-featured performance management software that automates annual and probationary employee evaluations.

Perform provides the following features:

• Use Perform to provide continuous feedback to employees based on desired competencies established by our organization.
• Create employee or role-specific criteria for measuring performance, identify areas for growth, and schedule regular check-ins to see how employees are progressing. • Avoid recency bias by regularly adding confidential journal entries to help you compose annual performance reviews.
• Pinpoint shortcomings and growth opportunities for professional development • Department heads have a bird’s eye view of everyone’s performance appraisal within their department, which allows them to review goals, check progress etc.

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• Ability to see employee ratings based on specific skill and competency within the entire organization
• Run customized reports to review performance data within the organizations.

Review and compare performance of employees within several departments.

Perform is designed to address the major areas of human resource activities centered around employee performance management. As described below, Perform includes built-in workflow for business processes, configurable tasks, performance evaluations and reports. A subscription to Perform will include the following:

• Configurable Performance Evaluations
• Ability to build Library of Goals, Competencies, and Writing Assistants • Shareable Competency Content
• Development Plans
• Configurable Process Workflows
• Scored and Non-scored Rating Scales Log of Performance Observations throughout the year
• Configurable Email Notifications
• Automatic Evaluation Creation
• Ability to perform actions in bulk for Employees & Evaluations • Peer Reviews & Multi-rater capability

9. Employee Integration Subscription

Employee integration subscription will provide ongoing import of data from a pipe delimited text file to CONTRACTOR’s NEOGOV applications. Employee integration files will add or update employee information on NEOGOV.

NEOGOV will provide access to a folder on the NEOGOV SFTP server. File imports are supported 24 hours a day, and 7 days a week. NEOGOV will check for new files every hour at 30 minutes past the hour and, if a file exists in the CITY’s inbound folder, NEOGOV will import the file and generate a delivery notification email.

10. Professional Services

10.A Provide Perform Implementation and Training:

During the Perform implementation and Training phase, CONTRACTOR will provide step by step assistance in setting up Perform for use for the first time by employees and managers, including:
• Provide an implementation consultant to provide guidance during the implementation phase
• Implementation consultant will provide an implementation workbook to review the current evaluation process
• Implementation consultant will provide step by step guidance through each phase of the implementation process. Phases include:

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o Project Kickoff
o Learning and configuring Perform
o System validation, employee workbook and production review o Deployment of Perform module
• Provide access to training modules that will help with implementation process • Provide access to test user accounts for process validation • Provide workbook to help transfer employee information to NEOGOV. Once employee information is sent to NEOGOV, help with uploading employee information to NEOGOV in a timely manner.
• Setup production review call to confirm and validate understating of Perform system.
• Provide access to end user training modules for employees and managers

10.B Provide Employee Integration Setup:

• Provide information on data requirements to create a report that can be used to change and/or add employee information on NEOGOV.
• Provide instructions and information on how to upload file onto NEOGOV servers.
• Setup email notification that will outlines number of rows added to the system, number of rows updated and number of rows that contained errors. Rows that contain errors should include information on what prevented that

11. Single sign-on

Provide the Single Sign On (SSO) option to allow CITY users to securely authenticate and login to NEOGOV applications without having to re-enter their credentials.

Currently NEOGOV offers two SSO options: SAML and Azure AD. NEOGOV implementation team will work with the CITY to implement SSO.

12. Position Control

Provide Position Control (Position Import) to provide CITY with an ongoing load of Position data from a file to the NEOGOV application. This data will be used to populate the Requisition and Hire forms with Position information once the Position Number is entered onto the Requisition or Hire form.

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EXHIBIT B

SCHEDULE OF PERFORMANCE

CONTRACTOR shall provide the Services detailed in Exhibit A (Scope of Services) during the periods specified as follows:

Services to Be Provided During the Period Covering:

Onboard Software License 04/09/2017 – 04/08/2020
API License 04/09/2017 – 04/08/2020
Insight Enterprise Software License 04/09/2017 – 04/08/2020 Governmentjobs.com Subscription 04/09/2017 – 04/08/2020

Services to Be Provided During the Period Covering:

Onboard Software License 04/09/2020 – 04/08/2022
API License 04/09/2020 – 04/08/2022
Insight Enterprise Software License 04/09/2020 – 04/08/2022 Governmentjobs.com Subscription 04/09/2020 – 04/08/2022 Background Check 12/13/2019 – 04/08/2022
Candidate Text Messaging 01/09/2020 – 04/08/2022

Services to Be Provided During the Period Covering:

Onboard Software License 04/09/2022 – 06/30/2025
API License 04/09/2022 – 06/30/2025
Insight Enterprise Software License 04/09/2022 – 06/30/2025 Governmentjobs.com Subscription 04/09/2022 – 06/30/2025 Background Check 04/09/2022 – 06/30/2025
Candidate Text Messaging 04/09/2022 – 06/30/2025
Perform Subscription 11/1/2022 – 06/30/2025
Employee Integration Subscription 11/1/2022 – 06/30/2025 Professional Services
–Perform Implementation and Training
–Employee Import Setup
–Single Sign On Setup
- Position Import Setup

11/1/2022 – 06/30/2025
Single Sign-on (SSO) 11/12022 – 06/30/2025
Position Import Subscription 11/12022 – 06/30/2025

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EXHIBIT C

COMPENSATION

CITY shall compensate CONTRACTOR for performance of the Services according to the following fee schedules for the applicable time period, with the maximum amount of compensation not to exceed the amount stated in Sections 5 of this Agreement. Any Services provided for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to CITY. The parties understand and agree that the fees payable to the CONTRACTOR under this Agreement are provided in the fee schedules below and that there are no per-user fees under this Agreement.

Schedule of Fees for the Period Covering: 04/09/2017 – 04/08/2020

Schedule of Fees for the Period Covering: 4/9/2020 – 4/8/2022

ITEM 4/9/20 -
4/8/21
4/9/21 -
4/8/22

Insight $14,430.15 $15,151.66
Onboard $15,750.00 $16,537.50
Onboard API $500.00 $500.00
Governmentjobs.com $2,047.50 $2,149.88
Background Check $2,000.00 $2,000.00
Candidate Text
Messaging
$1,175.00

$1,233.75

Total

Total

$35,902.65

$37,572.79

$73,475.44
(Paid in full)

(CONTINUED ON THE NEXT PAGE.)

ITEM 3-Year Total License Cost
Insight Enterprise $38,755.26
Onboard Software License $42,300.00
API License $1,410.00
Governmentjobs.com
Subscription $5,499.00
Total $87,964.26 (Paid in full)
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Schedule of Fees for the Period Covering: 4/9/2022 – 6/30/2025 ITEM 4/9/2022 -
6/30/2022
7/1/2022 –
6/30/2023
11/1/22 -
6/30/23
7/1/2023 –
6/30/2024
7/1/2024 –
6/30/2025

Insight $3,617.72 $15,909.24 $16,704.70 $17,539.94
Onboard $3,948.61 $17,364.38 $18,232.60 $19,144.23
Onboard API $119.38 $525.00 $551.25 $578.81
Governmentjobs.com $513.32 $2,257.37 $2,370.24 $2,488.75 Background Check $477.53 $2,100.00 $2,205.00 $2,315.25 Candidate Text
Messaging
$294.58 $1,295.44 $1,360.21 $1,428.22
Perform Subscription -- -- $10,135.16 $30,573.00 $32,101.65 Employee Import
Subscription
-- -- $1,044.25 $3,150.00 $3,307.50
Professional Services:
• Perform
Implementation &
Training
• Employee Import
Setup
• Position Import
Setup
• Single Sign On
Setup

--

--

--

--

--

--

--

--

$8,000.00

$6,300.00

$6,300.00

$3,000.00

--

--

--

--

--

--

--

--

Single Sign-On (SSO) -- -- $713.74 $2153.00 $2,260.65
Position Import
Subscription
-- -- $1,044.25 $3,150.00 $3,307.50 GRAND TOTAL
TOTALS $8,971.14 $39,451.43 $36,537.40 $80,450.00 $84,472.50 $249,882.47

Total not-to-exceed amount of the Agreement:

For the Period Covering: 04/09/2017 – 04/08/2020: $ 87,964.26 (Paid in full) For the Period Covering: 04/09/2020 – 04/08/2022: $ 73,475.44 (Paid in full) For the Period Covering: 04/09/2022 – 06/30/2025: $ 249,882.47 Total not-to-exceed: $ 411,322.17

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EXHIBIT “D”

INSURANCE REQUIREMENTS

CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT

OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.

AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS SPECIFIED HEREIN.

REQUIRED TYPE OF COVERAGE REQUIREMENT

MINIMUM LIMITS
EACH

OCCURRENCE AGGREGATE
YES

YES
WORKER’S COMPENSATION

EMPLOYER’S LIABILITY

STATUTORY

STATUTORY

YES

GENERAL LIABILITY, INCLUDING PERSONAL INJURY,

BROAD FORM PROPERTY DAMAGE CONTRACTUAL,

PRODUCTS/COMPLETED OPERATIONS AND FIRE

LEGAL LIABILITY

BODILY INJURY

PROPERTY DAMAGE

BODILY INJURY & PROPERTY
DAMAGE COMBINED.
$1,000,000

$1,000,000

$1,000,000
$2,000,000

$2,000,000

$2,000,000

YES TECHNOLOGY ERRORS AND OMISSIONS LIABILITY
COVERAGE. THE POLICY SHALL AT A MINIMUM

COVER PROFESSIONAL MISCONDUCT OR LACK OF

REQUISITE SKILL FOR THE PERFORMANCE OF

SERVICES DEFINED IN THE CONTRACT AND SHALL

ALSO PROVIDE COVERAGE FOR THE FOLLOWING
RISKS:
(i) NETWORK SECURITY LIABILITYARISING

FROM UNAUTHORIZED ACCESS TO, USE OF, OR

TAMPERING WITH COMPUTERS OR COMPUTER

SYSTEMS, INCLUDING HACKERS, EXTORTION, AND
(ii) LIABILITY ARISING FROM INTRODUCTION

OF ANY FORM OF MALICIOUS SOFTWARE

INCLUDING COMPUTER VIRUSES INTO, OR
OTHERWISE CAUSING DAMAGE TO THE CITY’S OR
THIRD PERSON’S COMPUTER, COMPUTER SYSTEM,

NETWORK, OR SIMILAR COMPUTER RELATED

PROPERTY AND THE DATA, SOFTWARE AND
PROGRAMS THEREON.

CONTRACTOR SHALL MAINTAIN IN FORCE DURING
THE FULL LIFE OF THE CONTRACT.

THE POLICY SHALL PROVIDE COVERAGE FOR

BREACH RESPONSE COSTS AS WELL AS

REGULATORY FINES AND PENALTIES AS WELL AS

CREDIT MONITORING EXPENSES WITH LIMITS
SUFFICIENT TO RESPOND TO THESE OBLIGATIONS.

ALL DAMAGES $2,000,000 $2,000,000
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YES CYBER AND PRIVACY INSURANCE.

SUCH INSURANCE SHALL INCLUDE COVERAGE FOR

LIABILITY ARISING FROM DAMAGE TO,

ALTERATION OF, LOSS OF, THEFT, DISSEMINATION

OR DESTRUCTION OF ELECTRONIC DATA AND/OR

USE OF CONFIDENTIAL INFORMATION,
“PROPERTY” OF THE CITY OF PALO ALTO THAT

WILL BE IN THE CARE, CUSTODY, OR CONTROL OF

CONTRACTOR, INFORMATION INCLUDING BUT

NOT LIMITED TO, BANK INFORMATION OR

PERSONAL INFORMATION, SUCH AS NAME,

ADDRESS, SOCIAL SECURITY NUMBERS,

PROTECTED HEALTH INFORMATION OR OTHER

PERSONAL IDENTIFICATION INFORMATION,
STORED OR TRAMSITTED IN ELECTRONIC FORM.

ALL DAMAGES $2,000,000 $2,000,000

YES

AUTOMOBILE LIABILITY, INCLUDING ALL OWNED,
(if any) HIRED, NON-OWNED

BODILY INJURY AND PROPERTY

DAMAGE, COMBINED

$1,000,000

$1,000,000

YES

THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED ON THE COMMERCIAL GENERAL LIABILITY POLCY WITH RESPECT TO LIABILITIES FALLING WITHIN NEOGOV’S INDEMNITY OBLIGATIONS PURSUANT TO THE TERMS OF THIS AGREEMENT: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT

THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED,

NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, SUBCONTRACTORS AND EMPLOYEES ON THE COMMERCIAL GENERAL LIABILITY POLCY WITH RESPECT TO LIABILITIE S FALLING WITHIN NEOGOV’S INDEMNITY OBLIGATIONS PURSUANT TO THE TERMS OF THIS AGREEMENT.

I. INSURANCE COVERAGE MUST INCLUDE:

II. CONTRACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL:
https://www.planetbids.com/portal/portal.cfm?CompanyID=25569.

III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS”

A. PRIMARY COVERAGE

WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, COMMERCIAL

GENERAL LIABILITY INSURANCE, TECHNOLOGY ERRORS AND OMISSIONS AND CYBER AND PRIVACY

LIABILITY INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR

CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS, BUT ONLY TO THE EXTENT OF LIABILITIES FALLING WITHIN CONTRACTOR’S INDEMNITY OBLIGATIONS PURSUANT TO THIS AGREEMENT. ANY INSURANCE OR SELF-INSURANCE MAINTAINED BY THE

CITY OF PALO ALTO, ITS OFFICERS, OFFICIALS, EMPLOYEES, OR VOLUNTEERS SHALL BE EXCESS OF THE CONTRACTOR’S INSURANCE AND SHALL NOT CONTRIBUTE WITH IT.

B. CROSS LIABILITY

THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE COMMERCIAL

GENERAL LIABILITY POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE

INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL

NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS COMMERCIAL GENERAL LIABILITY POLICY.

C. NOTICE OF CANCELLATION

1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN

THE NON-PAYMENT OF PREMIUM, THE CONTRACTOR SHALL ENDEAVOR TO PROVIDE CITY DocuSign Envelope ID: 1F042859-5DEC-480A-9269-BEE827046A76

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AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.

2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONTRACTOR SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.

CONTRACTORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO.

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EXHIBIT “E”

CYBERSECURITY TERMS AND CONDITIONS
(AMENDED, REPLACES PREVIOUS)

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EXHIBIT “F”

INFORMATION PRIVACY POLICY
(ADDED)

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EXHIBIT G

SERVICES AGREEMENT

V032122

This Exhibit G entitled “Services Agreement” (this “Services Agreement” ) is an incorporated attachment to that certain General Services Agreement between GOVERNMENTJOBS.COM, INC. dba NEOGOV (“NEOGOV”) and the CITY OF PALO ALTO (“CITY”), contract no. S17167826, as amended by Amendment No. 1 and Amendment No. 2 (the “Agreement”). As used in this Services Agreement, “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 CITY).

If you are placing an order on behalf of a legal entity, you represent that you have the authority to bind such entity to the terms and conditions of the Agreement and these terms and, in such event, “you” and “your” as used in these Services Agreement terms shall refer to such entity. “Services Agreement” shall be used to collectively refer to this NEOGOV Services Agreement and its Exhibit A (Government Customer Addendum), Exhibit B (PowerEngage Platform Addendum), Exhibit C (HRIS Addendum), and Exhibit D (Integration Terms Addendum ), incorporated herein.

1. Provision of Services. Subject to the terms of th e 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 Agreement (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 subject to Customer’s performance of its material duties, obligations and responsibilities under the Agreement.

2. SaaS Subscription.

a) Subscription Grant . “SaaS Applications” means each proprietary NEOGOV web- based software -as-a- service application that is set forth on the Scope of Services of the Agreement, and associated components as described in any written service specifications made available to Cust omer by NEOGOV (the “Service Specifications”). Subject to and conditioned on Customer’s and its Authorized Users’ compliance with the terms and conditions of the Agreement, NEOGOV hereby grants to Customer a limited, non -exclusive, non-transferable, and non-sublicensable right to (a) onboard, access and use, and to permit Authorized Users to onboard, access and use, the SaaS Applications specified in the Agreement solely for Customer’s internal, non-commercial purposes; (b) generate, print, and download Customer Data as may result from any access to or use of the SaaS Applications; and (c) train Authorized Users in uses of the SaaS Applications permitted hereunder (these rights shall collectively be referred to as the “SaaS Subscription”). “Authorized Users” means (i) Customer employees, agents, contractors, consultants (“Personnel”) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to th e Agreement and (ii) for whom access to the Services has been purchased thereunder. 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 commercial, competitive purposes such as monitoring their availability, performance, or functionality, or for any other benchmarking or other commercial, 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 the Agreement.

b) Subscription Term. SaaS Subscriptions shall commence on the date specified in Exhibit B (Schedule of Performance) of the Agreement and remain in effect for the term specified therein, unless terminated DocuSign Envelope ID: 1F042859-5DEC-480A-9269-BEE827046A76

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earlier in accordance with th e provisions of the Agreement. Thereafter, SaaS Subscriptions may be renewed for successive twelve (12) month terms (each a “Renewal Term”) upon mutual written agreement of the parties implemented via written amendment to this Agreement executed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code.

Except as otherwise provided in the Agreement, the term for the Services is a continuous and non-divisible commitment for the full duration regardless of any invoice schedule. Any change to the Services provided under the Agreement may only be implemented by written amendment to the Agreement executed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code.

3. Customer Responsibilities. Customer will not, and will ensure its Authorized Users do not (a) make any of the Services available to anyone other than Authorized Users or use any Services for the benefit of anyone other than Customer and its Authorized Users, unless otherwise agreed in writing by the parties, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any of the Services, or include any of the Services in a service bureau or outsourcing offering, unless 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 an y other proprietary rights or notices included within NEOGOV Intellectual Property and on and in any documentation or training materials, or (i) intentionally use the Services in a manner which materially violates the terms of the Agreement.

4. Professional Services . “Professional Services” shall mean any consulting, training services purchased by Customer detailed in the Scope of Services of the Agreement relating to, for example and without limitation, assistance, training, deployment, usage, customizations, accessory data processing, and best practices of and concerning the SaaS Applications. Professional Services not so detailed in the Agreement may be ordered by Customer pursuant to a written amendment to the Agreement executed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code, with such amendment including, for example and without limitation, a SOW and Service Specifications describing the work to be performed, fees, and any applicable milestones, dependencies, and other technical specifications or related information. Any such amendment must be signed by authorized representatives of Customer and NEOGOV, and approved as required by Palo Alto Municipal Code, before NEOGOV shall commence work. If Customer and NEOGOV do not execute an amendment to the Agreement, the Services shall be provided as stated on the Scope of Services of the Agreement.

5. Payment Terms.

a) Fees. Unless otherwise stated in the Agreement, Customer shall pay all Subscription, Onboarding and Set- Up fees (“Subscription Fees”) and Professional Service fees (“Professional Service Fees”, collectively the “Fees”) within thirty (30) days of Customer’s receipt of NEOGOV’s invoice. Fees shall be invoiced annually in advance and in a single invoice for each Term. Invoices shall be delivered to the stated “bill to” party on the Agreement. 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.

Subscription Fees are based upon the Authorized User count unless otherwise stated in the Agreement and Customer shall owe NEOGOV supplemental Subscription Fees to the extent Customer exceeds the number of Authorized Users set forth in the Agreement , to be implemented if applicable pursuant to a DocuSign Envelope ID: 1F042859-5DEC-480A-9269-BEE827046A76

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written amendment to the Agreement executed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code.

b) Taxes. Any app licable taxes will be determined based on the laws and regulations of the taxing authority(ies) governing the C ustomer’s address as provided in the Agreement, which is in the State of California. All fees under the Agreement are exclusive of any applicable taxes. It is the understanding of the parties that online-hosted software, such as the SAAS Services provided under the Agreement, is not “tangible personal property” and is therefore not taxable under Title 18 of the California Code of Regulations, Section 1502(f)(1)(C)-(D). If this understanding should prove to be incorrect, 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 the Agreement (collectively, “Sales Taxes”) , 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 with in ten (10) days of NEOGOV’s request therefor , or as soon as practicable if such certificate is dependent upon issuance by a federal or state government entity. If any Sales Taxes are found at any time to be payable, and are assessed by the taxing authority against NEOGOV, the amount may be billed by NEOGOV to Customer with supporting documentation, and shall be paid by Customer pursuant to an amendment to the Agreement as provided for in the Agreement.

c) Customer Purchase Orders. Except as otherwise specified in the Agreement, Customer will not require any purchase order to pay fees due or otherwise to perfo rm its obligations with respect to any amount due under the Agreement . Any reference to a purchase order in 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 under the Agreement, none of the terms and conditions contained in such p urchase order shall modify or supersede the terms and conditions of th e Agreement. NEOGOV’s failure to object to terms contained in any such p urchase order shall not be a waiver of the terms set forth in this provision or in the Agreement.

6. Term and Termination.

a) Term. The term (“Term”) of this Services Agreement is the same as the term of the Agreement as specified in Section 3 (Term) therein . “Subscription Term” means the term of any SaaS Application provided to Customer as detailed in the Scope of Services of the Agreement if the term of Customer’s use of and access to such SaaS Application is less than the full term of this Agreement.

b) Termination for Cause; Effect of Termination. In addition to the provisions of Section R (Termination) of the Agreement, either Party may terminate the Agreement immediately if the other is in material breach of the 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 Customer’s use of the Services immediately in the event the Customer’s use of the Services poses a security risk to the SaaS Services or in the event NEOGOV reasonably believes that Customer’s use of the SaaS Services has become illegal or contrary to any applicable law, rule, regulation, or public policy , and NEOGOV will restore Customer’s use of the Services promptly upon cure of the Customer use that posed the security risk to the SaaS Services. Any failure by Customer to cure the Customer use that posed the security risk to the SaaS Services shall be addressed as a material breach under the first sentence of this Section 6(b), and NEOGOV may terminate this Agreement under that first sentence of this Section 6(b). Customer shall pay NEOGOV for Services (including SaaS Services) provided up to the effective date of termination. In the event of a termination for cause by Customer due to NEOGOV’s material, uncured breach, Customer shall have no payment DocuSign Envelope ID: 1F042859-5DEC-480A-9269-BEE827046A76

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obligation for Services (including SaaS Services) for any contract year not yet in effect as of the effective date of termination. Upon expiration or any termination of th e Agreement, Customer shall cease all use and refrain from all further use of the Services and other NEOGOV Intellectual Property , except as provided in Section CC (City Data Post -Termination) of the Agreement. Customer ’s obligation to pay amounts due and unpaid to NEOGOV under the Agreement shall survive the termination or expiration of the Agreement. Unless otherwise specified, after expiration or termination of th e Agreement NEOGOV may remove Customer Data from NEOGOV Services and without Customer consent or notice, except as provided in Section CC (City Data Post-Termination) of the Agreement.

7. Audit Rights. This section 7 (Audit Rights) applies only if Customer compensation to NEOGOV provides for per-user fees in Exhibit C (Compensation) of the Agreement. Upon reasonable notice, NEOGOV or its agent shall have the right during the term of the Agreement to audit Customer’s records relating to its number of users specified under the Agreement. Customer shall provide commercially reasonable cooperation with this audit.

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 e nhancements 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 Document ation; 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 Agreement. NEOGOV personnel will provide consultation on best practices for setting up the Services, answer Customer questions during the implementation period, a nd 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 it DocuSign Envelope ID: 1F042859-5DEC-480A-9269-BEE827046A76

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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 o nline support for the Services 24 hours a day, seven days a week, and the NEOGOV support desk will ackn owledge 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 Agreement , this Services Agreement does not obligate NEOGOV to render any maintenance or support services that are not expressly provided herein, including, but not limited to data uploads, manual data entry, migration services, data conversion, refinement, purification, reformatting, SQL dump, or process consultation.

9. NEOGOV Intellectual Property . 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 sourc e 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 Prope rty”). This Services 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 its Authorized Users in connection with NEOGOV’s provision of Services to Customer, including but not limited to Personnel data collected, loaded into, used, maintained, processed, stored or generated by or on behalf of the Customer in connection with the Agreement including data resulting from use of the SaaS Applications and/or located in Customer data files maintained by NEOGOV. Customer Data may include but is not limited to “Personal Information” about a California resident as defined in California Civil Code Section 1798 et seq., as amended from time to time, I-9 verifications, direct deposit forms, driver’s license information, social security numbers, and new employee onboarding and benefit forms. 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 hereby grants to NEOGOV a limited, non-exclusive, non- transferable, revocable license to host, use, process, display, create non-personal derivative works of, and transmit Customer Data during the term of this Agreement for purpose s of provid ing the Services to Customer under this Agreement. This Agreement does not grant NEOGOV or its subcontractors, if any, any intellectual property license or rights in or to the Customer Data except those expressly granted herein. The provisions of this Section 10(a) (Customer Data) shall survive the termination or expiration of this Services Agreement. If NEOGOV receives a bona fide notification that any Customer Data published by Customer in any public-facing portion of the Services infringes upon the Intellectual Property Rights of others, NEOGOV shall provide prompt written notice of such to Customer , and Customer will work with NEOGOV to resolve the issue promptly and to the reasonable satisfaction of the parties hereto, in accordance with the requirements of this Agreement and applicable law.

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b) Platform Data. “Platform Data” shall mean any anonymized , de-identified data reflecting the access 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 ana lysis, 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 S ervices. NEOGOV shall not use, nor allow any other person or entity to use, any Platform Data to re-identify the Customer or any Authorized User of Customer. Each of NEOGOV and Customer agrees that NEOGOV may use Platform Data to the extent and in the mann er permitted under this Agreement and applicable law. The provisions of this Section 10(b) (Platform Data) shall survive the termination or expiration of this Services Agreement.

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 following NEOGOV Data Process ing Addendum ( “DPA”) is incorporated herein by reference:
https://www.neogov.com/hubfs/Legal%20Documents/Customer%20Data%20Processing%20Addendu m -signed.pdf.

d) Data Responsibilities.

i) NEOGOV will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Customer Data in accordance with the provisions of this Agreement. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data by unauthorized third parties, as well as 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 (in accordance with Section 12 entitled “Nondisclosure” of this Services Agreement), or (c) as Customer expressly permits in writing.

ii) Customer is solely responsible for its development, content, operation, maintenance, and use of Customer Data. NEOGOV will have no responsibility or liability for the accuracy of the Customer Data prior to receipt of such data into the Services. In its use of the Services, Custo mer shall be solely responsible for and shall comply with all applicable laws and regulations relating to (i) the accuracy and completeness of all information input, submitted, or uploaded by Customer or its Authorized Users to the Services, (ii) the privacy of users of the Services; and (iii) the Customer’s collection, use, modification, alteration, extraction, retention, copying, external storage, disclosure, transfer, disposal, and other processing by Customer of any Customer Data. NEOGOV is not responsible for lost data to the extent caused by the action or inaction of Customer or Authorized Users. Unless otherwise contemplated by the Agreement, or 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. Nothing in this Section 10(d)(ii) diminishes NEOGOV’s privacy, confidentiality or security obligations under the Agreement as the provider of the Services.

e) Breach Notice . NEOGOV will comply with all applicable laws requiring notification in the event of unauthorized access to or release of Customer Data or other event requiring notification. NEOGOV will notify Customer of any of any actual unauthorized access to, or unauthorized use, loss or disclosure of , Customer Data within its custody or control (a “Security Breach”), or reasonable belief that a Security Breach has occurred, promptly following discovery of such but not later than seventy-two (72) hours after DocuSign Envelope ID: 1F042859-5DEC-480A-9269-BEE827046A76

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discovery, or when required by applicable law, whichever is earlier. I f the Security Breach involved or is reasonably believed to have involved “Personal Information” about a California resident as defined in California Civil Code Section 1798 et seq, NEOGOV will notify Customer promptly following discovery of such Security Breach but not later than seventy-two (7 2) hours after discovery , or when required by applicable law, whichever is earlier, and NEOGOV will provide information to Customer sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time.

Each party will reasonably cooperate with the other and with law enforcement 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 the 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 securely 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 the Agreement.

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 the Agreement) occurs du ring 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 inform ation 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. 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 the 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 DocuSign Envelope ID: 1F042859-5DEC-480A-9269-BEE827046A76

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purposes consistent with th e Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not less protective of the Confidential Information than those herein.

c) Exceptions. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

d) Equitable Relief. The parties recognize and agree there is no adequate remedy at law for breach of the provisions of the confidentiality obligations set forth in this Section 12 (Nondisclosure), that such a breach would irreparably harm the Disclosing Party and the Disclosin g 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 the Agreement; and (ii) to its knowledge, the execution, delivery and performance of the 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. THE FOREGOING WARRANTY DOES NOT APPLY, AND NEOGOV STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD PARTY 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. 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 PRACTIC E.

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

LIABILITY FOR IMPAIRMENT OR DISRUPTION OF SERVICES RESULTING FROM OR RELATED TO SUCH EVENTS BEYOND NEOGOV’S REASONABLE CONTROL AND WHICH DO NOT RESULT FROM OR RELATE TO ANY BREACH BY NEOGOV OF ANY OBLIGATION UNDER THE AGREEMENT.

14. Indemnification.

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a) NEOGOV Infringement Indemnity. Subject to subsections 14(b)(i) through 14(b)(iii) 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, provided that NEOGOV is promptly notified of any and all such claims, demands, suits or proceedings and given reasonable assistance and the opportunity to assume sole control over defense and settlement, provided, however, that NEOGOV will not consent to the entry of any judgment or enter into any settlement with respect to any claim without the prior written consent of Customer (w hich consent will not be unreasonably withheld) except where the judgment or proposed settlement involves only the payment of money damages by NEOGOV, does not impose any obligation upon Customer, NEOGOV obtains the full and complete release of Customer, a nd Customer shall have the right to have any suit or proceeding monitored by counsel of Customer ’s choice and at Customer’s expense, provided however, Customer's approval rights shall only apply with respect to any third party claim which triggers a NEOGOV indemnity obligation solely to Customer and not to any other customers of NEOGOV or other third parties.

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 to the extent that an infringement claim is based upon any Customer alteration of the Service or Service Specifications, or Customer use 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 under the Agreement.

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 to the extent that 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 intel lectual property infringement claims or damages against NEOGOV.

15. Limitations of Liability.

a) LIMITATION OF LIABILITY OF NEOGOV. THE PROVISIONS OF THIS SECTION 15.a SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW . NOTWITHSTANDING ANY OTHER PROVISION

OF THIS AGREEMENT, IN NO EVENT SHALL NEOGOV BE LIABLE TO CUSTOMER, REGARDLESS OF WHETHER

ANY CLAIM IS BASED ON CONTRACT OR TORT, FOR SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL

DAMAGES OR FOR ANY LOSS OF PROFIT OR LOSS OF BUSINESS BY CUSTOMER, EVEN IF NEOGOV HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH POTENTIAL CLAIM, LOSS OR DAMAGE. EXCEPT AS PROVIDED

IN THE IMMEDIATELY FOLLOWING SENTENCE, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY DocuSign Envelope ID: 1F042859-5DEC-480A-9269-BEE827046A76

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UNDER THIS AGREEMENT OF NEOGOV TO CUSTOMER EXCEED THE DOLLAR AMOUNT OF ALL PAYMENTS ACTUALLY RECEIVED BY NEOGOV FROM CUSTOMER IN CONNECTION WITH THIS AGREEMEN T IN THE 12 MONTH PERIOD PRECEDING THE DATE OF THE EVENT GIVING RISE TO SUCH LIABILITY. NEOGOV'S LIABILITY LIMIT SET FORTH IN THIS SUBSECTION 15.a HEREIN SHALL NOT APPLY TO (1) DAMAGES CAUSED BY NEOGOV'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT , (2) NEOGOV' S OBLIGATIONS TO HOLD HARMLESS, INDEMNIFY AND DEFEND CUSTOMER UNDER SECTION 14.a. OF THIS SERVICES AGREEMENT, (3) NEOGOV'S OBLIGATIONS TO HOLD HARMLESS, INDEMNIFY AND DEFEND CUSTOMER UNDER SECTION O OF THE AGREEMENT FOR DAMAGES CAUSED BY NEOGOV’S NEGLIGENCE, (4) CLAIMS TO THE EXTENT ARISING OUT OF NEOGOV’S BREACH OF ITS DATA SECURITY OBLIGATIONS UNDER SECTION 10 OF THIS SERVICES AGREEMENT OR EXHIBIT E OF THE AGREEMENT , AND ( 5) WRONGFUL DEATH CAUSED BY NEOGOV.

b) NOTWITHSTANDING SECTION 15.a ABOVE, THE TOTAL AGGREGATE LIABILITY OF NEOGOV SHALL NOT EXCEED: (1) TWO (2) TIMES THE DOLLAR 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 GIVING RISE TO SUCH LIABILITY FOR CLAIMS RELATED TO NEOGOV’S OBLIGATION TO

HOLD HARMLESS, INDE MNIFY AND DEFEND CUSTOMER UNDER SECTION O OF THE AGREEMENT FOR DAMAGES CAUSED BY NEOGOV’S NEGLIGENCE, AND (2) THREE (3) TIMES THE DOLLAR AMOUNT OF ALL

PAYMENTS ACTUALLY RECEIVED BY NEOGOV FROM CUSTOMER IN CONNECTION WITH THIS AGREEMENT IN THE 12 MO NTH PERIOD PRECEDING THE DATE OF THE EVENT GIVING RISE TO SUCH LIABILITY FOR CLAIMS TO THE EXTENT ARISING OUT OF NEOGOV’S BREACH OF ITS DATA SECURITY OBLIGATIONS UNDER SECTION 10 OF THIS SERVICES AGREEMENT OR EXHIBIT E OF THE AGREEMENT.

c) LIMITATION OF LIABILITY OF CUSTOMER . CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT SHALL BE LIMITED TO THE PAYMENT OF THE COMPENSATION PROVIDED FOR IN 5 (“COMPENSATION FOR ORIGINAL TERM”) OF THIS AGREEMENT. NOTWITHSTANDING ANY OTHER

PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL CUSTOMER BE LIABLE, REGARDLESS OF WHETHER

ANY CLAIM IS BASED ON CONTRACT OR TORT, FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR

INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, ARISING OUT OF OR IN

CONNECTION W ITH THIS AGREEMENT OR THE SERVICES PERFORMED IN CONNECTION WITH THIS AGREEMENT.

d) THE MINIMUM INSURANCE COVERAGES DETAILED IN EXHIBIT D ARE MINIMUM COVERAGE REQUIREMENTS ONLY AND ARE NOT TO BE CONSTRUED IN ANY WAY AS A LIMITATION ON ANY PARTY’S LIABILITY.

16. Text Message Communications. If provided for in the Scope of Services of the Agreement, 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 text message 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 such alert; for any errors in the content of an y such alert; or for any actions taken or not taken by you or any third party in reliance on any such 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 NEOGOV’s indemnity obligations under this Agreement shall exclude any claim arising from or relating to your use of such text messages. NEOGOV MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO: (i) THE AVAILABILITY OF TEXT MESSAGE SERVICES; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TEXT MESSAGE DocuSign Envelope ID: 1F042859-5DEC-480A-9269-BEE827046A76

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SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS, OR SETTINGS CONNECTED WITH THE TEXT MESSAGE SERVICES.

17. Publicity. During the term of the Agreement, City hereby grants to NEOGOV a limited, non-exclusive, revocable license to identify Customer by name as one of its customers and to use Customer’s logo solely for such purposes during the term of the Agreement, subject to any trademark usage requirements specified by Customer.

18. Force Majeure. Neither p arty shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached the Agreement, for any failure or delay in fulfilling or performing any term of the Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the reasonable control of the affected party (defined below) , including without limitation: strikes, lock -outs, or other industrial disputes (whether involving its own workforce or a third party’s), trespassing, sabotage, theft or other criminal acts, failure of energy sources or transport network, acts of god, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, explosions, collapse of building structures, fires, floods, storms, earthquakes, epidemics or similar events, natural disasters or extreme adverse weather conditions (each a “Force Majeure Event”), provided that any such failure or delay is not due any negligence, recklessness or intentional misconduct of the affected Party or any material breach of this Agreement by the affected p arty. The affected p arty (meaning, the p arty suffering a Force Majeure Event) shall (a) notify the other party of the Force Majeure Event as soon as possible and (b) use reasonable efforts to promptly mitigate the effects of such Force Majeure Event.

19. 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 Services Agreement gives Customer the right to bind or commit NEOGOV to any agreements with any third parties. This Services 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 in accordance with the terms and conditions of this Agreement and NEOGOV shall be fully responsible for all acts and omissions of its Fulfillment Partners in their performance of this Agreement.

20. Amendment of this Services Agreement. This Services 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, in accordance with the amendment provisions of the Agreement.

21. General. The 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 th e Agreement shall be instituted only in any state or federal court in Santa Clara County, California. If any provision of this Services 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 Services 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. 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 DocuSign Envelope ID: 1F042859-5DEC-480A-9269-BEE827046A76

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deposit in the U.S. mail, registered or certified, postage prep aid, return receipt requested. All such communications shall be sent to (i) Customer at the address(es) set forth in the Agreement and (ii) NEOGOV at the address specified in the Agreement. The waiver, express or implied, by either party of any breach of this Services Agreement by the other party will not waive any subsequent breach by such party of the same or a different kind. This Services 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. Delivery of a copy of the Agreement bearing an original signature executed by any electronic means in accordance with California law will have the same effect as physical delivery of the paper document bearing the original signature. Customer may not assign the Agreement without the express written approval of NEOGOV and any attempt at assignment in violation of this Section shall be null and void. The parties intend the 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 referred to herein are an integral part of this Services Agreement to the same extent as if they were set forth verbatim herein.

[Signature Page to Follow]

DocuSign Envelope ID: 1F042859-5DEC-480A-9269-BEE827046A76

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IN WITNESS WHEREOF, the parties have caused this Services Agreement to be executed by their respective duly authorized officers as of the date set forth below, and consent to this Services 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: CITY OF PALO ALTO

Signature:

Signature:

Print Name:

Print Title:

Ed Shikada
City Manager

Print Name:

Print Title:

Date:

Date:

APPROVED AS TO FORM:

Signature:

Signature:

Print Name:

Print Title:

Cassie Coleman
Assistant City Attorney

Print Name:

Print Title:

Date:

Date:

DocuSign Envelope ID: 1F042859-5DEC-480A-9269-BEE827046A76 10/6/2022
Mike Burns
Accounting Director
Ana Alfaro
10/6/2022
Revenue Accounting Manager

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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. The parties understand and acknowledge that the Customer, being the City of Palo Alto, is a California municipal corporation and charter city, and that Customer therefore constitutes a Government Customer for purposes of this Government Addendum.

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. C ustomer will provide at least thirty (30) days advance written notice of such termination. Customer will use reasonable efforts to ensure appropriated funds are available.

3. [RESERVED (Indemnification)].

4. Open Records. If the Customer is subject to federal , state or local public meeting and/or public records laws, including laws styled as open meeting, open records, freedom of information, or sunshine laws (“Open Records Laws”) the confidentiality requirements of Section 12 (Nondisclosure) of the Services Agreement apply to Customer only to the extent permitted by Open Records Laws applicable to the Customer. This Section 4 (Open Records) is not intended to be a waiver of any of the provisions of the applicable Open Records Laws, including, without limitation, any 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. In the event the Customer receives a public records request covering NEOGOV’s Confidential Information, the Customer will, promptly following receipt, give notice to NEOGOV of such request in case NEOGOV wishes to take legal action to prevent disclosure if NEOGOV so chooses. Nothing in this Section 4 (Open Records) or in Section 12 (Nondisclosure) of this Services Agreement shall require the Customer to take any action, or to refuse to release information, where doing so would violate applicable law or court order.

5. Cooperative Purchasing. If Customer is a Government Customer, but is not a U.S. Federal Agency or subdivision thereof, NEOGOV agrees to allow any other state agency, department, political subdivision or instrumentality of the state but in all cases located in the same state as the Customer (“Related Agency”) to purchase Services under the terms of the Services Agreement, at the Related Agency’s discretion with the following requirements, exceptions and limitations: (a) any purchases made by a Related Agency shall be transactions between the Related Agency and NEOGOV; for clarity, Customer shall not be responsible for any transactions between the Related Agency and NEOGOV, (b) the terms (including pricing) specified DocuSign Envelope ID: 1F042859-5DEC-480A-9269-BEE827046A76

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in the Order Forms entered into between NEOGOV and Customer s hall not be incorporated into the transactions between the Related Agency and NEOGOV, and (c) the Related Agency will confirm in writing it has the authority to use the Services Agreement for the purchase and that the use of the Services Agreement for the purchase is not prohibited by law or procurement regulations or standards applicable to the Related Agency.

DocuSign Envelope ID: 1F042859-5DEC-480A-9269-BEE827046A76

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Exhibit B
PowerEngage Platform Addendum

If Customer is purchasing the PowerEngage Platform pursuant to the Agreement (as “Agreement” is defined in the Services Agreement to which this Exhibit B, entitled “PowerEngage Platform Addendum,” is an incorporated attachment), the following terms are hereby incorporated into Exhibit G (Services Agreement). This PowerEngage Platform Addendum (“PowerEngage Addendum”) forms part of the Services Agreement, and in the case of any conflict or inconsistency between the terms and provisions of this PowerEngage Addendum and any other provision of the Services Agreement, the terms of this PowerEngage Addendum shall control. For clarity, the parties acknowledge and agree that the current Scope of Services (Exhibit A to the Agreement) does not include the PowerEngage Platform, and that the addition of such platform to the Agreement would require a written amendment to the Agreement executed by the authorized representatives of the parties and approved as required under Palo Alto Municipal code.

1. Applicability. The provisions of this PowerEngage Addendum shall apply only if Customer has purchased the PowerEngage Platform pursuant to an Order Form.

2. CAD/RMS Assumptions. The parties agree that the fees specified with respect to the PowerEngage Platform on the applicable Order Form do not include any additional fees that the Customer’s CAD or RMS vendor may charge, if any. The Services Agreement and this Exhibit B is entered into with the mutual assumption that the PowerEngage Platform will be able to make a connection to Customer’s CAD or RMS replicated or reporting database directly or will be able to read from a file produced for such a purpose.

3. CAD/RMS Provisions. The definition of Confidential Information in Section 12 of the Services Agreement shall also include any Customer CAD and/or RMS data made available to NEOGOV in connection with the provision of the PowerEngage Platform.

4. SOW. NEOGOV agrees to provide the training, configuration and support services with respect to the PowerEngage Platform , and Customer acknowledges that its cooperation is required for efficient and timely implementation of the PowerEngage Platform, in accordance with the following:

PowerEngage Software

NEOGOV will be used to survey citizens that have interacted with Customer, send messages to citizens or other stakeholders and gather and report on data. Customer will be able to configure the surveys and rules based on data received from the Computer Aided Dispatch System. The results of the surveys will be stored within PowerEngage and available for display in a Feedback Board and within the analytics component called Measure.

Other rules and messages can be built to be triggered to send on certain events as driven by the rules engine.

NEOGOV and Customer Responsibilities

The bullet points below outline when NEOGOV, Customer, or both NEOGOV and Customer have responsibility with respect to a particular deliverable.

1. NEOGOV will configure a tenant and telephone number group for the Customer

2. NEOGOV will schedule a 90-minute kickoff call with the Customer to review the objectives, timeline and mutual deliverables
• Configure Customer administrator account - NEOGOV
• Walk Customer through the survey builder - NEOGOV
DocuSign Envelope ID: 1F042859-5DEC-480A-9269-BEE827046A76

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• Walk Customer through the rules builder - NEOGOV
• Walk Customer through the Feedback Board- NEOGOV
• Walk Customer through Activity /Survey tools- NEOGOV
• Walk Customer through the CueHit CAD Data Agent and what is needed for the connection to CAD - NEOGOV

3. Customer will gather information needed for Surveys, Rules, Tasks and CAD/RMS Data – Customer

4. NEOGOV will coordinate a CAD/RMS Connection Workshop with Customer • Configure PowerEngage CAD/RMS agent- NEOGOV and Customer • Connect to Customer CAD/RMS Data – Customer
• Test data – NEOGOV and Customer

5. NEOGOV will coordinate a 2-hour Survey Workshop with Customer • Consult on the questions to ask in a satisfaction survey (maximum of 3 to 5 questions) = NEOGOV and Customer
• Configure the questions in the survey tool = NEOGOV and Customer • Configure the acceptable responses in the survey tool = NEOGOV and Customer • Configure additional criteria (Follow Up question only) = NEOGOV and Customer • Send sample survey to Customer on text message = NEOGOV and Customer • Review in Feedback Board and Activity Screens= NEOGOV and Customer

6. NEOGOV will coordinate a 2- 4 hour Rules Workshop with Customer to jointly • Consult on the rules for surveys and automatic text notifications = NEOGOV and Customer • Configure the rules and texts = NEOGOV and Customer
• Send example encounters to test rules = NEOGOV and Customer • Review in Activity= NEOGOV and Customer

7. NEOGOV will coordinate a 2 Hour Task Creation and Notification Workshop with Customer to jointly:
• Configure Tasks and Task Assignments
• Identify Personnel information needed for notifications and digest emails • Import Personnel information for receiving messages and emails from Customer provided .xls or .csv

8. NEOGOV will schedule a 2-hour Analytics Workshop with the Customer to review the ideas for the Dashboards to reflect the results of the surveys.
• NEOGOV will review standard visualizations and data in the dashboard • NEOGOV will request from the Customer, input on the data and visualization to be presented in the Measure Tool
• Once agreed, a maximum of 1 custom visualizations will be created by NEOGOV and deployed to the Customer’s environment

9. NEOGOV will train the Customer Administrators on the use of the PowerEngage configuration tools, Measure tools and Activity logs.

Support Services

Telephone Assistance. Customer will be given the telephone number for a support line and will be entitled to contact the support line during normal operating hours, (between 7:30am and 5:30pm Central Time) on regular business days, excluding NEOGOV holidays, to consult with NEOGOV technical support staff concerning problem resolution, bug reporting, documentation clarification, and general technical guidance. Assistance may include DocuSign Envelope ID: 1F042859-5DEC-480A-9269-BEE827046A76

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remote connectivity, modem, or electronic bulletin board.

Software Problem Reporting. Customer may submit requests to NEOGOV identifying potential problems in the PowerEngage software. Requests should be in writing and directed to NEOGOV by e-mail, or through the NEOGOV support website. NEOGOV retains the right to determine in the final disposition of all requests and will inform Customer of the disposition of each request. If NEOGOV acts upon a request, it will do so by providing a bug fix.

Scheduled Maintenance. Software may be unavailable periodically for system maintenance. Regular system maintenance includes installation of the software updates, operating system updates/patches and updates to other third-party applications as needed. Customers are notified of maintenance periods via an email message or via a banner on the main page of the PowerEngage Platform.

Exclusions from Technical Support Services:

NEOGOV shall have no support obligations with respect to any third-party hardware or software product not provided by NEOGOV as a part of the PowerEngage Platform purchased hereunder.

DocuSign Envelope ID: 1F042859-5DEC-480A-9269-BEE827046A76

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Exhibit C
HRIS Addendum

If Customer is purchasing HRIS Services (defined below) pursuant to the Agreement (as “Agreement” is defined in the Services Agreement to which this Exhibit C, entitled “HRIS Addendum ,” is an incorporated attachment), the following terms are hereby incorporated into Exhibit G (Serv ices Agreement). This HRIS Addendum forms part of the Services Agreement, and in the case of any conflict or inconsistency between the terms and provisions of this HRIS Addendum and any other provision of the Services Agreement, the terms of this HRIS Addendum shall control. “HRIS Services” refers to the following SaaS Applications or any Add-Ons (defined below) or Professional Services related to such SaaS Applications: NEOGOV Core HR, NEOGOV Payroll, and NEOGOV Time and Attendance. For clarity, the parties acknowledge and agree that the Agreement does not include the HRIS Services, and that the addition of HRIS Services to the Agreement would require a written amendment to the Agreement executed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code.

Implementation; Add-Ons; and Configuration Limitation. Implementation of HRIS Services as detailed in the standard statement of work (“SOW”) and the mutually agreed-upon scope document (“Scope”) will proceed in accordance with the estimated implementation schedule provided by NEOGOV and as further detailed in the SOW and Scope. Implementation services not included in the SOW and Scope may be subject to additional fees.

Customer acknowledges that the timeline for the implementation schedule is an estimate only and dependent on a number of variables, including but not limited to Customer’s responsiveness to NEOGOV’s requests during the implementation process and Customer’s obligation to fill out the “Implementation Workbook” to facilitate the implementation process. In the event that Customer does not order the full suite of HRIS services offered , NEOGOV may be required to generate custom feeds for Customer for an additional fee. During implementation, Customer may elect optional add -on services that supplement the SaaS Applications (the “Add -Ons”). After completion of implementation, any subsequent changes Customer requests to the configuration of the HRIS Services will be at cost.

NEOGOV will have no responsibility for nor any duty to review, verify , correct or otherwise perform any investigation as to the completeness, accuracy or sufficiency of any data or information input into the HRIS system by or on behalf of the Customer prior to its receipt by NEOGOV/the Services .

Customer is solely responsible for ensuring that all data entered into the HRIS system by Customer or its Authorized Users is accurate and complete, and for correcting any errors or discrepancies in such data prior to providing it to NEOGOV/the Services.

CORE HR and Benefits – Additional Terms
The following terms shall apply to the extent that Customer orders the NEOGOV Core HR, and HRIS Services involving benefits administration (the “Benefits Module”):

1. Benefits Module Representative. Customer shall designate one or more persons who shall serve as NEOGOV’s designated contact for the Benefits Module (the “Benefits Representative”). Customer represents and warrants to NEOGOV that the Benefits Representative has, and shall at all times have, the requisite authority to transmit information, directions and instructions on behalf of Customer, each “plan administrator” defined in Section 3(16)(A) of the ERISA and Section 414(g) of the Code and, if applicable, each “fiduciary” (as defined in Section 3(21) of ERISA) of each separate employee benefit plan covered by the Benefits Module (each, a “Benefit Plan”). The Benefits Representative also shall be deemed to have authority to issue, execute, grant, or provide any approvals, requests, notices, or other communications required or permitted under the Services Agreement or requested by NEOGOV in connection with the DocuSign Envelope ID: 1F042859-5DEC-480A-9269-BEE827046A76

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Benefits Module.

2. Use of the Benefits Module.

a) HR Users. Customer shall authorize an administrator to input information and access certain information relating to (i) the benefits offered by Customer and (ii) Customer’s employees/plan participants and their benefit options and elections as well as view certain personal and company information regarding company employees. The Benefits Module permits Customer’s employees/plan participants to make various benefits elections and to view and update certain personal and company information. It is Customer’s responsibility to submit instructions and information relating to the Benefits Module and to verify the accuracy and completeness of all such instructions and information submitted by Customer, employees, and plan participants.

b) NEOGOV Not Fiduciary Advisor . Customer acknowledges and agrees that, in making the Benefits Module available, NEOGOV is not acting as an investment advisor, broker-dealer, insurance agent, tax advisor, attorney or intermediary or a financial or benefit planner. NEOGOV is not providing any benefits, tax advice, or any information related thereto; Customer is responsible for making available all benefits and information related thereto referenced or included in the Benefits Module.

c) NEOGOV’s Health Care Clearinghouse Status . Customer expressly acknowledges and agrees that NEOGOV is not a “Health Care Clearinghouse”, a “Covered Entity” or a “Business Associate” within the meaning of HIPAA, and Customer shall not request or otherwise require NEOGOV to act as such. To the extent that NEOGOV is required to enter into any additional agreement as a result o f Customer’s use of the Benefits module, Customer shall be responsible for any liability incurred by NEOGOV thereunder.

3. Additional Rights. NEOGOV may, to the extent necessary to address the alleged issue(s), suspend Core HR, the Benefits Module, or this Services Agreement immediately upon written notice to the Customer upon (a) the failure of Customer to maintain its Benefit Plan(s) in compliance with ERISA or other applicable laws or regulations or (b) NEOGOV’s determination that the exercise of any of the rights granted hereunder or the continued performance by NEOGOV of its obligations under this Services Agreement would cause NEOGOV to violate any applicable international, federal, state or local law(s) and/or regulation(s). In such notice to Customer, NEOGOV shall provide sufficient detail to enable Customer to reasonably understand the nature of the issue(s) and a cure period as detailed in the termination section of the Services Agreement.

4. ERISA. The terms of this Section only shall apply to the extent Customer uses services governed, in whole or in part, by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)

a) NEOGOV’s Non-Fiduciary Status. Customer expressly acknowledges and agrees that NEOGOV is not an “Administrator”, “Plan Sponsor,” or a “Plan Administrator” as defined in Section 3(16)(A) of ERISA, and Section 414(g) of the Internal Revenue Code of 1986, as amended (the “Code”), respectively, nor is NEOGOV a “fiduciary” within the meaning of ERISA Section 3(21), and Customer shall not request or otherwise require NEOGOV to act as such. NEOGOV shall not exercise any discretionary authority or control respecting management of any of Customer’s benefit or welfare plans (“Plan” or “Plans”) or management or disposition of any of Customer’s benefit or welfare Plan assets. NEOGOV shall not render investment advice for a fee or other compensation, direct or indirect, with respect to any monies or other property of any Plan, nor does NEOGOV have any authority or responsibility to do so.

NEOGOV has no discretionary authority or discretionary responsibility in the administration of the DocuSign Envelope ID: 1F042859-5DEC-480A-9269-BEE827046A76

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Plan(s).

b) Use of NEOGOV’S Name. Customer or the Plan Administrator must obtain the prior written consent of NEOGOV to insert any references to NEOGOV or its affiliates, or to NEOGOV Services, with respect to any communication or document pertaining to a Plan prepared by Customer, or on behalf of Customer (other than documents prepared by NEOGOV), unless the reference only identifies NEOGOV as a service provider or the reference is required in a filing or document required by ERISA or any other applicable law. Without limiting the foregoing, in no event may Customer or the Plan Administrator identify or refer to NEOGOV as “administrator”, “plan administrator”, “third-party administrator”, “plan sponsor”, “fiduciary”, “plan fiduciary” or similar title.

5. Direct to Carrier Services. Customer may elect direct to insurance carrier services (each a “Carrier Link”) at its option, each for an additional cost. Reconfiguration of existing Carrier Links, establishing new Carrier Links, and additional elections are available for an additional fee and may be completed by NEOGOV at NEOGOV’s then current rates. Customer may access and use the N EOGOV HRIS Services to electronically transmit employee data, including employee benefits enrollment data, to Customer’s carriers or other third parties authorized by Customer. NEOGOV’s ability to transmit data is subject to the provision of a current functional interface between HRIS Services and the carriers’ systems. NEOGOV will not be obligated to transmit Customer’s data to carriers if at any time Customer’s carriers fail to provide the proper interface as solely determined by NEOGOV. If Customer requires development of any special or customized interfaces to transmit such data, all work performed by NEOGOV to create such interfaces will be at NEOGOV’s then current fees for such services. NEOGOV makes no warranty that each carrier’s specifications will conform with NEOGOV’s current functional interfaces. In the event a carrier provides formats or specifications not supported by the NEOGOV HRIS Services, Customer will be solely responsible for transmitting the data to such carrier using an alternative system to be determined solely by Customer.

Customer shall be responsible for promptly reviewing all records of transmissions to carriers and other reports prepared by NEOGOV for validity and accuracy according to Customer’s records, and Customer will notify NEOGOV of any discrepancies promptly after receipt thereof.

Payroll Services – Additional Terms
The following terms shall apply to the extent that Customer orders the NEOGOV Payroll Services module:

1. Payroll Processing and Tax Filing. NEOGOV will deliver (i) payroll administrative services to Customer through NEOGOV’s payroll software as a service (the “Payroll Module”), (ii) at Customer’s election, direct deposit administration to those employees electing such service via ACH processing (collectively referred to as the “Payroll Services”), remit payroll taxes on Customer’s behalf to those f ederal, state, and local taxing jurisdictions designated by Customer, and file related tax returns (such remitting of payroll taxes and filing of related tax returns, the “Tax Services”). At NEOGOV’s then current fees, NEOGOV may also process calendar yea r-end W -2 forms for Customer’s employees and Forms 1099 -MISC. NEOGOV will, and Customer hereby authorizes NEOGOV and Fulfillment Partners to, initiate debits or reverse wire transfers prior to each paydate for Customer’s payroll ( “Paydate”) and credit the bank accounts of Customer’s employees and others to be paid by Customer by direct deposit payment on Paydate (a “Payee”), all in compliance with the operating rules of the National Automated Clearing House Association and the terms and conditions hereof. For purpose of clarity, the parties understand and agree that NEOGOV does not print and/or send paychecks for or on behalf of Customer.

2. Documentation and Required Information.

DocuSign Envelope ID: 1F042859-5DEC-480A-9269-BEE827046A76

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a) Authorization Forms; Proof of Name. Customer will be required to complete and submit the following documents in order to use the payroll processing components of Payroll Module: (i) power of attorney forms for each jurisdiction in which Customer will use the HRIS Services (the “POA”), (ii) Authorization to Debit/Credit Bank Account(s)/Obtain Bank Account Information (the “Authorization Form”), (iii) an IRS proof of legal name/FEIN and (iv) any authorization form for Fulfillment Partner authorizing debiting and crediting Customer’s bank account.

b) Proof of Existence. Customer will provide NEOGOV, and authorize NEOGOV to provide to Fulfillment Partner, Customer’s (i) legal name, and “doing business as ” name if applicable, (ii) physical street address (not a PO Box or PMB), (iii) phone number, (iv) Primary Business Activity (Nature of Business), (v) Duns Number (if one exists), (vi) Tax ID Number, (vii) estimated transaction count and dollar volume, (viii) number of employees, and (ix) supporting evidence via (A) either certified Articles of Incorporation, IRS EIN Letter, unexpired government issued business license, trust instrument or other government- issued evidence showing legal existence, and (B) either a voided business check, copy of utility bill, other evidence of legal name, physical address, DBA Name, or Tax ID.

c) Permitted Disclosure Authorization. Customer hereby authorizes NEOGOV to (i) provide Customer’s data to Fulfillment Partner for the purposes of performing the Payroll and Tax Services, and (ii) take such action as is necessary to perform the Payroll and Tax Services.

d) Time and Attendance Information. Prior to commencement of Time and Attendance Services, Customer shall provide to NEOGOV all necessary information and guidance relating to its time and attendance policies and guidelines and coordinate with NEOGOV to establish standards for NEOGOV in its execution of the Time and Attendance Services. Customer agrees to promptly comply with NEOGOV’s request for such additional documentation and understands that Payroll or Tax Services may be impaired or delayed if Customer does not comply with such request.

3. Customer Obligations, Representations, and Warranties . Customer acknowledges that NEOGOV's obligation to perform the HRIS Services is subject to Customer’s obligations, representations, and warranties. Customer represents and warrants the following:

a) Processing Authorization. Customer authorizes NEOGOV to process payroll entries on behalf of Customer. Customer acknowledges that NEOGOV is acting sol ely in the capacity of data processing agent and is not a source of funds for Customer. Customer shall be liable for each payroll related transaction initiated by NEOGOV on behalf of Customer, whether by electronic entry or wire transfer.

NEOGOV, or its Fulfillment Partners, electronically transmit employee data, including employee payroll data, to designated third parties, and Customer authorizes NEOGOV and its Fulfillment Partners, to provide such transmission on Customer’s behalf. Customer agrees that NEOGOV maintains specific Fulfillment Partner(s) for NEOGOV Payroll and Tax Services fulfillment during the term of and in accordance with t his Services Agreement and that Customer shall not, directly or indirectly, supplement, substitute, or otherwise mod ify the provision of such Payroll and Tax Services without terminating this Services Agreement.
b) Information Accuracy; Reliance; Change Notice. Customer shall input, maintain, and verify the accuracy of any and all information, including payroll and tax information, and Customer shall continually ensure that such information is kept complete, accurate, delivered on time, and up to date at all times.

Customer acknowledges that NEOGOV and NEOGOV Fulfillment Partners will rely on the accuracy of this information as it performs its requested functions. NEOGOV shall not be responsible for any delays or inaccuracies in Customer’s delivery of data to NEOGOV. Customer will notify NEOGOV immediately of any change in the processing information, including the Authorization Form. Customer will also DocuSign Envelope ID: 1F042859-5DEC-480A-9269-BEE827046A76

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obtain a voluntary written authorization from any Payee prior to the initiation of the first credit to the account of such Payee and shall provide upon demand a copy of such written authorization to NEOGOV.

c) Processing Deadlines. Unless otherwise agreed to by the Parties, Customer will: (a) complete and execute all required documentation so that NEOGOV or Fulfillment Partner may withdraw funds from Customer’s account to process direct deposit payrolls, (b) input or report all relevant payroll data for ACH transmissions to NEOGOV no later than 2:00 p.m. Pacific Standard Time (PST) three (3) banking days prior to each Paydate, (c) input or report all other relevant payroll data to NEOGOV no later than 2:00 p.m. Pacific Standard Time (PST) two banking days prior to each Paydate, (d) have available in Customer’s bank account good, collectable funds in a sufficient amount to cover funding disbursements, checks, direct deposits, tax payments, or recurring payments to third parties no later than the opening of business (i) two banking days prior to each Paydate for debits by electronic entry, and (ii) two banking days prior to each Paydate for funding by wire transfer, and (e) compare all reports on credits or debits initiated by Customer to NEOGOV’s records and promptly notify NEOGOV of any discrepancies. In the event Customer does not meet the deadlines specified herein, NEOGOV shall make reasonable efforts to complete processing prior to the Paydate; however, NEOGOV makes no representation or warranty that payroll will process by the Paydate where Customer fails to provide all required documentation by the deadline. Additional Fees may apply for expedited processing. d) Customer Review. Within seven (7) business days after receipt from NEOGOV, Customer will promptly conduct a detailed review of all payroll and tax registers produced by NEOGOV or Fulfillment Partners for accuracy, validity and conformity with Customer’s records. Customer will promptly notify NEOGOV of any error or omission discovered by Customer in any payroll registers, disbursement records, payroll or tax reports and documents produced by NEOGOV or Fulfillment Partners, or any discrepancy between the information provided by NEOGOV or Fulfillment Partners, and Customer’s records.

Customer will not rely on any record, report or document containing any discovered error, omission or discrepancy until such error, omission or discrepancy, has been corrected. Customer will be responsible for any consequences resulting from instructions Customer may give to NEOGOV or Fulfillment Partners with regard to HRIS S ervices or any payroll registers, disbursement records, reports and documents prepared by NEOGOV based on information provided by Customer.

e) Document Retention. Customer will retain copies of all information entered into or generated by the HRIS Services and Customer shall be solely responsible for maintaining such data, and all tax records, in accordance with any legal obligations.

f) Special Processing . Customer understands and acknowledges that administering processing dates beyond standard payroll dates, and correcting, amending, or cancelling payroll entries or mistaken reversals (collectively “Special Processing”), are complicated, highly manual, and may result in additional expenses, tax consequences, and penalties. Therefore, Special Processing may be subject to additional NEOGOV Fees.

g) Recovery Cooperation. Customer agrees to undertake reasonable efforts to cooperate with NEOGOV and any other parties involved in processing any transactions hereunder to recover funds credited to any employee as a result of an error made by Customer, NEOGOV, or Fulfillment Partners, or any other loss recovery efforts and in connection with any actions that the relevant party NEOGOV may be obligated to defend or elects to pursue against any third-party.

h) Compliance with Laws. Customer acknowledges that, in order to put into effect the Payroll Services which include ACH transactions, Customer will be the Originator of the ACH transactions and will follow and be bound by the rules for ACH Originators as adopted from time to time by the NACHA. Customer DocuSign Envelope ID: 1F042859-5DEC-480A-9269-BEE827046A76

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agrees that it has assumed the responsibilities of an Originator under the ACH Rules and acknowledges that entries may not be initiated in violation of the laws of the United States. Customer agrees to be compliant with laws. Customer will comply with all laws including, but not limited to, the U.S. Patriot Act, the Unlawful Internet Gambling Enforcement Act, the Bank Secrecy Act, and Anti Money Laundering laws.

4. Effect of Failed Funds. If Customer fails to pay the taxes, direct deposits, employee payments or other charges, including fees, then Customer agrees to pay NEOGOV for all costs of collection, including reasonable attorney fees, which may be associated with collection of the amounts due. NEOGOV also may, at its sole option, terminate this Services Agreement and withhold or suspend any work in progress. This is in addition to any other rights NEOGOV may have under this contract or under law. NEOGOV also reserves the rights to reverse employee transactions and /or tax payments for which funds have not been received from Customer.

5. Rejection of Entries. NEOGOV shall reject any file or entry that does not comply with the requirements of this Services Agreement, the NACHA Rules, or uses an improper SEC Code, or if NEOGOV suspects fraud or illegal or improper activity. NEOGOV shall have no liability.

6. Resolution of Error Exceptions. For the purposes of this Section, the term “error exception(s)” shall mean any data requirements within the HRIS Services that, based on Customer’s configuration, have been assigned a severity level designation of “error”; such designation shall create a requirement for an operational task to be completed by Customer in order to proceed with Customer’s processing, including processing of Customer payroll for the designated period. Failure to resolve an error exception will prevent Customer’s payroll from being processed as scheduled. NEOGOV is not obligated to clear any such error on behalf of Customer.

7. NEOGOV Errors and Omissions Warranty. NEOGOV warrants it will use commercially reasonable efforts to properly transmit the appropriate reports, data, or filings based on the information provided in Customer’s HRIS Services. In addition, NEOGOV will use commercially reasonable efforts to rectify any Customer report, data, or filing error, including any deposit, corrected or reversal debit or credit entry, for which NEOGOV is solely responsible; provided that, in each case Customer advises NEOGOV no later than ten (10) business days after the occurrence or discovery of such errors or omissions. This is Customer’s sole remedy in the event of a breach of the foregoing warranty. Notwithstanding the foregoing, Customer will be solely responsible for payment of all tax penalties, interest, and additional NEOGOV fees if: (i) the penalty is the result of incorrect, inaccurate, or incomplete information Customer provides to NEOGOV, (ii) Customer has insufficient funds in Customer’s designated bank account to process HRIS Services, or (iii) a party other than NEOGOV, or a NEOGOV Fulfillment Partner, fails to perform services in a timely manner.

8. Additional Liability and Warranty Limitations . NEOGOV, ITS PROVIDERS, AND FULFILLMENT PARTNERS,

AND THE OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS OF EACH WILL NOT BE LIABLE UNDER ANY

CIRCUMSTANCES OR UNDER ANY THEORY OF RECOVERY (WHETHER IN CONTRACT OR TORT OR OTHERWISE) FOR (i) ANY FEES, COSTS, CHARGES, OR ANY DAMAGES CAUSED BY LOST SHIPMENT OR

TRANSMISSION OF CHECKS OR ANY FORM OF DISBURSEMENT INCLUDING, BUT NOT LIMITED TO, STOP

PAYMENT FEES, REPRINTING OR RETRANSMISSION COSTS, SHIPPING CHARGES, OR CONSEQUENTIAL EXPENSES AND DAMAGE, (ii) ANY CHARGES, FEES, OR EXPENSES INCURRED BY CUSTOMER, CUSTOMER’S

AGENTS, OR EMPLOYEES WHICH ARE DUE TO LATE PAYCHECKS, REGARDLESS OF WHETHER SUCH

PAYCHECKS ARE TO BE PREPARED AND DELIVERED BY NEOGOV, FULFILLMENT PARTNERS, OR BY CUSTOMER, (iii) NON-P

ERFORMANCE OF HRIS SERVICES WHICH HAVE BEEN SUSPENDED DUE TO FAILURE

OR DELAY IN PAYMENT OF FEES OWED UNDER THIS SERVICES AGREEMENT, AND (IV) FOR ANY DAMAGES

TO CUSTOMER ARISING FROM OR IN CONNECTION WITH A DECISION BY NEOGOV TO SUBMIT FILES FOR DocuSign Envelope ID: 1F042859-5DEC-480A-9269-BEE827046A76

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PROCESSING AFTER CUSTOMER HAS FAILED TO CLEAR OUTSTANDING ERROR EXCEPTIONS WITHIN THE SPECIFIED DEADLINE.

9. Additional Termination Rights.

a) Termination for Default. Customer’s breach of the NACHA Rules, violation of any applicable federal or state regulation, or failure to maintain account funding as required by this Services Agreement (and as a result any debit to Customer’s account is returned), shall each constitute a default. Upon default, NEOGOV may suspend the HRIS Services or terminate this Services Agreement in a manner that permits NEOGOV to comply with the NACHA Rules. Termination is effective immediately upon written notice of such termination to Customer. The right to suspend the HRIS Services and/or terminate this Services Agreement is in addition to any other rights and remedies provided under this Services Agreement or otherwise under law.

b) Effect of Termination. No termination of this Services Agreement shall release Customer from any obligation to pay NEOGOV any amount that has accrued or becomes payable at or prior to the date of termination. No suspension of HRIS Services shall release Customer from any obligation to pay NEOGOV any amounts due under this Services Agreement. Customer shall not be entitled to any refund of any amounts paid to NEOGOV as a result of a termination based on Customer’s default. Notwithstanding the termination of this Services Agreement, the parties shall continue to comply with the NACHA Rules with respect to transmissions pursuant to this Services Agreement.

DocuSign Envelope ID: 1F042859-5DEC-480A-9269-BEE827046A76

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Exhibit D
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 Scope of Services of the Agreement (as defined in the Services Agreement to which this Exhibit D, entitled “Integration Terms Addendum,” is an incorporated attachment) . The following terms of this 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 in tegration 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 D shall not apply to HRIS Services.

1. P rovision of Integrations. Subject to and conditioned on compliance with all terms and conditions set forth in this Integration Terms Addendum , 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 the Services 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 Integration Terms Addendum . 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. I
ntegration 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. I ntegration Terms of Use. Except as expressly authorized under this Integration Terms Addendum, 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. C
ustomer Integration Responsibilities . Customer, Customer developed web or other software DocuSign Envelope ID: 1F042859-5DEC-480A-9269-BEE827046A76

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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 Integration Terms Addendum, 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. C ooperation. 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 Integration Terms Addendum. 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. P rovision of Open API. In the event license fees or other payments are not due in exchange for the right to use and access the Open API, you acknowledge and agree that this arrangement is made in consideration of the mutual covenants set forth in this Integration Terms Addendum , including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein.

Notwithstanding the foregoing, NEOGOV reserves the right to change 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. AP
I 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 Integration Terms Addendum, including any fraudulent, inappropriate, or potentially harmful behavior. This Integration Terms Addendum 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. E fficient 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 in its reasonable discretion . 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 a reasonable time to cure prior to taking such actions.

9. O pen API Limitations . TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE

LAW, IN NO EVENT WILL NEOGOV BE LIABLE TO CUSTOMER UNDER ANY TORT, DocuSign Envelope ID: 1F042859-5DEC-480A-9269-BEE827046A76

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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 IN RELATION TO

USE OR INABILITY TO USE THE OPEN API, 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.

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 materially violate any of the terms and conditions of this Integration Terms Addendum and you do not cure such material breach promptly upon notice of such breach from NEOGOV.

DocuSign Envelope ID: 1F042859-5DEC-480A-9269-BEE827046A76

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Certificate Of Completion
Envelope Id: 1F0428595DEC480A9269BEE827046A76
Status: Completed
Subject: Complete with DocuSign: S17167826 Amend No2_NeoGov_final.pdf Source Envelope:

Document Pages: 59
Signatures: 4
Envelope Originator:

Certificate Pages: 2
Initials: 0
Mimi Nguyen
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
[email protected]
IP Address: 199.33.32.254
Record Tracking
Status: Original
10/5/2022 4:47:40 PM
Holder: Mimi Nguyen
[email protected]
Location: DocuSign
Security Appliance Status: Connected
Pool: StateLocal
Storage Appliance Status: Connected
Pool: City of Palo Alto
Location: DocuSign
Signer Events
Signature
Timestamp
Mike Burns
[email protected]
Accounting Director
NEOGOV
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 72.197.197.133
Sent: 10/5/2022 4:52:23 PM
Viewed: 10/6/2022 12:24:06 PM
Signed: 10/6/2022 12:25:09 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Ana Alfaro
[email protected]
Revenue Accounting Manager
Governmentjobs.com, Inc. dba NEOGOV
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 35.129.91.103
Sent: 10/6/2022 12:25:13 PM
Viewed: 10/6/2022 12:42:29 PM
Signed: 10/6/2022 12:47:28 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
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Timestamp
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Status
Timestamp
Intermediary Delivery Events
Status
Timestamp
Certified Delivery Events
Status
Timestamp
Carbon Copy Events
Status
Timestamp
Tarandeep Mann
[email protected]
Sr. Human Resources Administrator
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 10/6/2022 12:47:32 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign

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Carbon Copy Events
Status
Timestamp
Sherrie Wong
[email protected]
Sr. Management Analyst
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 10/6/2022 12:47:33 PM
Viewed: 10/6/2022 12:58:36 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
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10/6/2022 12:42:29 PM
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10/6/2022 12:47:28 PM
Completed
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AMENDMENT NO. 1 TO CONTRACT NO. S17167826

BETWEEN THE CITY OF PALO ALTO AND
GOVERNMENTJOBS.COM dba., NEOGOV

This Amendment No. 1 (this “Amendment”) to Contract No. S17167826 (the “Contract” as defined below) is entered into as of June 1, 202 0, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and GOVERNMENTJOBS.COM dba., NEOGOV, a California Corporation, located at 222 N. Sepulveda Blvd., Suite 2000, El Segunda, CA 90245 (“CONTRACTOR”). CITY and CONTRACTOR are referred to collectively as the “Parties” in this Amendment.

R E C I T A L S

A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of Software for recruitment, as detailed therein.

B. The Parties now wish to amend the Contract in order to extend the term, amend the scope of services to incorporate additional services, and to increase the total maximum compensation by $73,475.44 from $87,964.26 to $161,439.70.

NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree:

SECTION 1. Definitions. The following definitions shall apply to this Amendment:

a. Contract. The term “Contract” shall mean Contract No. S17167826 between CONSULTANT and CITY, dated April 9, 2017.

b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.

SECTION 2. Section 3, “ TERM”, of the Contract is hereby amended to read as follows:

“The term of this Agreement is from 04/09/2020 to 04/08/2022 inclusive, subject to the provisions of Sections R and W of the General Terms and Conditions.”

SECTION 3. Section 5, “COMPENSATION FOR ORIGINAL TERM”, of the Contract is hereby amended to read as follows:

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