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AG 20-920 - OpenGov Inc RETURN TO: Ade Ariwocla EXT: 2520 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM_ ORIGINATING DEPT./DIV: Finance ORIGINATING STAFF PERSON: Ade A r ioe a EXT: 25203. DATE REQ.BY: 10/13/2020 TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G,,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT Ar PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL ❑ OTHER PROJECT NAME: Accounting Budget Contractual Services NAME OF CONTRACTOR: OpenGov Inc ADDRESS: 955 Charter street Redwood City,CA 94063 TELEPHONE 415-230-9472 E-MAIL.:snaii�. ,g,•, -«,n FAX: SIGNATURE NAME; Gr cl r r� TITLE Account executive EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS U PROOF OFAUTHORITYTOSIGN U REQUIRED LICENSES A PRIOR CONTRACT/AMENDMENTS TERM: COMMENCEMENT DATE: 11/112020 COMPLETION DATE: 10/31/2025 TOTAL COM PENSACION S 361,790.00 - (INCLUDE EXPENSES AND SALES TAX,IF ANY) (JI:CAL CULA'.fF,D ON k fOUR.LY LABOR CHARGE-A1_I_A(:I.15CHCDU.I,GS OF EMPLOYEES TI'T'LES hTfD I OLlDAY RATf S) REIMBURSABLE EXPENSE:❑YCS t!1 NO IF YES,MAXIMUM DOLLAR AMOUNT: $^ IS SALES TAX OWED AYES 0N IF YES,$ PAID BY:❑CONTRACTOR 0,CITY RETAINAGE: RE.-AINAGEAMOUNT: ,❑RETAIL NAGE AGREEMENT(SEE CON-nzAc,r) OR ❑RL•TAINAGE BOND PROVII CEJ PURCHASING: PLEASE CHARGE TO: 001-1800-990-518-11-410 _ 0. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED- IT1AL/DATE APPROVE ❑ PROJECT MANAGER --— DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) LIE LAW arc t0l13/2020 1. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVA.I,DATE: COUNCIL APPROVAL.DATE:i o120,12o0 2. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: 22„ --mo-C) DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES, EXHIBITS ❑ CREATE ELECTRONIC R.EMINDERINOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (Include dept,support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL/DATI✓SIGNED ❑ LAW DEPARTMENT &,MINATORY(MAYOR OR DIRECTOR) '0 S �— ❑ CITY CLERK _ 1 110 . ? ❑ ASSIGNED AG# AG# ;OMMENTS: DocuSign Envelope ID:AD2700135-837C-44D3-13492-D1 1 AA01 70537 1 Redwood Charter Stn;cl Redwood City.CA 94063O United Slates Created On: I Lv9,'2020 Order Form Expiration: 10130!:!020 Prepared By: Greg Balla Subscription Start Date: 11'140^^-0 Email: gbe]Ler®opengov.com Subscription End Da te: 1(1'31!-'025 Contract Term:5 Years Catlin cr Information Customer: City of Federal Way,WA Contact Name:Ade Ariwoole. Billing Contact:Adc Ariwoula Bill To/Ship To: 33325-8th Avenue South Email: adesriwoola@cityoffedemlw y.com Email: ade.eriwoola®eityolfederalway.com Federal Way,Washington 98003 Phone: (253)835-2520 Phone! (253)835-2520 I lnilcd Smic, Onlcr Llctoil, Billing Frequency:Annual Description: See Billing Table Below Paymenl Terms: Net Thirty(30)Days .............. SOFTWARE SERVICES: Product:Service Stan Iknc End fhlC Annual Terra Annual Fac Budgeting and Planning 11/1/2020 10/31/2025 5 $60,000.00 Annual Subscription: $60,000.00 PROFESSIONAL SERVICES; Product SCMice Pcscnpuon OpenGov Deployment—One Time Fee Product configuration,setup,and training described in the attached SOW Professional Services Total: $63,790.00 Billing Tablt: Anronal Due Billing 0110 5364,790_00 Noy--ember 1.2030 f53CN,00C�.00 Software Services+56],790.00 Professional Services) Ordcr Fomt Lcpal Term+ Welcome to OpcnGov!Thanks forusing our Software Services.This Ordcr Form is entered into between OpenGov,Inc.wi b its principal place of business BL955 Charterserct,Redwood City, 94063("OpenGov"�and you,the entity identi lied above("Customer"),as ofthe Effective Date.This Order Form includes and incorporates the OpenGov Software Services Agreement("SSA") attached,orifno such SSA is attached,the SSAavailable at btlps://opmgov.com/termsof-servim and the applicable Statementof Work("SOW'S incorporated herein in the event Professional Services are purchased.The Order Form,SSA and SOW shall hereafter be referred to as the"Agreement".Unless otherwise specified above,fees for the Software Services and Professional Services shall be due a d ayable,in advance,on the Elrective Date.By signing this Agreemen,Customer acknowledges that it as reviewed,and agrees to be legally bound by,the OpcnGov Terms and Conditions Each party's acceptance ofthis Agreement is conditional upon the others acceptance ofthe terms in the Agreement to the exclusion ofall other terms, City of Federal tS ay,WA OpenGov,lnc. DaauSigned by: Signature: Wk W Signature Name: Name: Pr'E87 Tide: Ye O r k_1 Title. CFO Date: O N•/ Date: 10/22/2020 DocuSign Envelope ID:AD2700135-837C-44D3-6492-D11AA0170537 OPENGOV SOFTWARE SERVICES AGREEMENT OPENGOV SOFTWARE SERVICES AGREEMENT This Software Services Agreement (this "Agreement") is entered into by OpenGov, Inc., a Delaware corporation with a principal place of business at 955 Charter Street, Redwood City, California 94063 ("OpenGov") and the customer listed on the signature block below ("Customer"), as of the date of last signature below (the"Effective Date"). This Agreement sets forth the terms under which Customer will be permitted to use OpenGov's hosted software services. 1. DEFINITIONS "Customer Data" means data that is provided by Customer to OpenGov pursuant to this Agreement (for example, by email or through Customer's software systems of record). Customer Data shall not include any confidential personally identifiable information. -Dacume.ntation"means the documentation for the Software Services at the Customer Resource Center page found at https://opengov.zendesk.com. "Feedback' means suggestions, comments, improvements, ideas, or other feedback or materials regarding the Software Services provided by Customer to OpenGov, including feedback provided through online developer community forums. "Initial Term' means the initial license term specified in number of years on the Order Form, commencing on the Effective Date. "IntelLactLial Property R Qhts" means all intellectual property rights including all past, present, and future rights associated with works of authorship,including exclusive exploitation rights, copyrights, and moral rights, trademark and trade name rights and similar rights, trade secret rights, patent rights, and any other proprietary rights in intellectual property of every kind and nature. "Order Form" means OpenGov's Software Services order form that: (a) specifies the Software Services provided by OpenGov; (b) references this Agreement; and (c) is signed by authorized representatives of both parties. "ReaE_% T.er.m" means each additional renewal period, which shall be for a period of equal duration as the Initial Term,for which this Agreement is extended pursuant to Section 7.2. 2. SOFTWARE SERVICES, SUPPORT AND PROFESSIONAL SERVICES 2.1 Subject to the terms and conditions of this Agreement, OpenGov will use commercially reasonable efforts to perform the software services identified in the applicable Order Form entered into by OpenGov and Customer("Software Services"). 2.2 Sum. Customer support is available by email to support@opengov.com or by using the chat messaging functionality of the Software Services, both of which are available during OpenGov's standard business hours. Customer may report issues any time. However, OpenGov will address issues during business hours. 2.3 1ressiQnal,S ccvics. (a)If OpenGov or its authorized independent contractors provides professional services to Customer, such as implementation services, then these professional services will be described in a statement of work("SOW")agreed to by the parties (the "Professional Services"). For Professional Services performed on a time and materials basis, any pre-paid Professional Services Fees must be utilized within one (1)year from the Effective Date. Any unused pre-paid Professional Services Fees shall be forfeited. (b) Unless the SOW provides otherwise, all reasonable travel expenses, pre-approved by Customer and incurred by OpenGov in performing the professional services will be reimbursed by Customer. Travel expenses include cost of coach airfare travel round trip from the individual's location to Customer's location, reasonable hotel accommodations, ground transportation and meals. 3. RESTRICTIONS AND RESPONSIBILITIES Rev.2018.01. 200701 DocuSign Envelope ID:AD2700B5-837C-44D3-8492-D11AA0170537 OPENGOV SOFTWARE SERVICES AGREEMENT 3.1 Restrictions. Customer may not use the Software Services in any manner or for any purpose other than as expressly permitted by the Agreement. Customer shall not, and shall not permit or enable any third party to: (a) use or access any of the Software Services to build a competitive product or service; (b) modify, disassemble, decompile, reverse engineer or otherwise make any derivative use of the Software Services (except to the extent applicable laws specifically prohibit such restriction); (c) sell, license, rent, lease, assign, distribute, display, host, disclose, outsource, copy or otherwise commercially exploit the Software Services; (d) perform or disclose any benchmarking or performance testing of the Software Services; (e) remove any proprietary notices included with the Software Services; (f) use the Software Services in violation of applicable law; or(g)transfer any confidential personally identifiable information to OpenGov or the Software Services platform. 3.2 Res op ns bilines. Customer shall be responsible for obtaining and maintaining computers and third party software systems of record (such as Customers ERP systems)needed to connect to, access or otherwise use the Software Services.Customer also shall be responsible for:(a)ensuring that such equipment is compatible with the Software Services, (b) maintaining the security of such equipment, user accounts, passwords and files, and (c)all uses of Customer user accounts by any party other than OpenGov. 4. INTELLECTUAL PROPERTY RIGHTS; LICENSE GRANTS;ACCESS TO CUSTOMER DATA 4.1 Software Services. OpenGov retains all right, title, and interest in the Software Services and all Intellectual Property Rights in the Software Services. The look and feel of the Software Services, including any custom fonts, graphics and button icons, are the property of OpenGov and Customer may not copy, imitate,or use them, in whole or in part, without OpenGov's prior written consent. Subject to Customer's obligations under this Agreement, OpenGov hereby grants to Customer a non-exclusive, royalty-free license during the Term to use the Software Services. 4.2 Customer Data.Customer retains all right, title, and interest in the Customer Data and all Intellectual Property Rights therein.Customer hereby grants to OpenGov a non-exclusive, royalty-free license to, and permit its partners to, use, store, edit and reformat the Customer Data, and to use Customer Data for purposes of sales, marketing, business development, product enhancement, customer service, or for analyzing such data and publicly disclosing such analysis ("Insights"), provided that in all such uses Customer Data is rendered anonymous such that Customer is no longer identifiable. 4.3 Data. Customer may download the Customer Data from the Software Services at any time during the Term, other than during routine software maintenance periods.OpenGov has no obligation to return Customer Data to Customer. 4.4 Feedback. Customer hereby grants to OpenGov a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license to use and incorporate into the Software Services and Documentation Customer's Feedback. OpenGov will exclusively own any improvements or modifications to the Software Services and Documentation based on or derived from any of Customer's Feedback including all Intellectual Property Rights in and to the improvements and modifications. 5. CONFIDENTIALITY 5.1 Each party (the"Receiving Party") agrees not to disclose any Confidential Information of the other party (the "Disclosing Party")without the Disclosing Party's prior written consent, except as provided below. The Receiving Party further agrees: (a)to use and disclose the Confidential Information only in connection with this Agreement; and (b)to protect such Confidential Information using the measures that Receiving Party employs with respect to its own Confidential Information of a similar nature, but in no event with less than reasonable care. Notwithstanding the above, the Receiving Party may disclose Confidential Information to the extent required by law or court order, provided that prior written notice of such required disclosure and an opportunity to oppose or limit disclosure is given to the Disclosing Party. 5.2 "Confidential Information" means all confidential business, technical, and financial information of the disclosing party that is marked as "Confidential" or an equivalent designation or that should reasonably be understood to be confidential given the nature of the information and/or the circumstances surrounding the disclosure (including the terms of the applicable Software Agreement). OpenGov's Confidential Information includes,without limitation,the software underlying the Software Services and all Documentation. Rev.2018.01_200701 DocuSign Envelope ID:AD2700B5-837C-44D3-B492-D11AA0170537 OPENGOV SOFTVdARE SERVICES AGREEMENT 5.3 Notwithstanding the foregoing, "Confidential Information" does not include: (a) "Public Data," which is data that the Customer has previously released to the public, would be required to release to the public, upon request, according to applicable federal, state,or local public records laws,or Customer requests OpenGov make available to the public in conjunction with the Software Services. Confidential Information does not include (b) information that has become publicly known through no breach by the receiving party;(c)information that was rightfully received by the Receiving Party from a third party without restriction on use or disclosure; or (d) information independently developed by the Receiving Party without access to the Disclosing Party's Confidential Information. 6. PAYMENT OF FEES 6.1 Fees.invo.lrii__u�ymenf:-F-Kipenses. (a) Ee_es.The fees for the Software Services for the Initial Term and any Renewal Term ("Software Services Fees")and the fees for Professional Services ("Professional Services Fees")are set forth in the applicable Order Form. Software Services Fees and Professional Services Fees shall hereafter be referred to as"Fees". (b) InfiatiorLAdlu.stment. OpenGov shall increase the Fees payable for the Software Services during any Renewal Term by 5% each year of the Renewal Term. (c) I[lyt7icina and Pavmeni. OpenGov will invoice the Customer according to the Billing Frequency listed on the Order Form. Customer shall pay all invoices according to the Payment Terms listed on the Order Form. (d) Travel Exp. Unless the SOW provides otherwise, OpenGov will invoice Customer for pre-approved travel expenses incurred in connection with each SOW as they are incurred. Customer shall pay all such valid invoices within thirty(30)days of receipt of invoice. Each invoice shall include receipts for the travel expenses listed on the invoice. 6.2 Credit Card CusLo_m_e_rs. If applicable, Customer will provide OpenGov with valid credit card information and promptly notify OpenGov of any changes necessary to charge the credit card at billing@opengov.com. Please update your credit card information when necessary.The provision of credit card information to OpenGov authorizes OpenGov to charge the credit card for all applicable Fees plus a 3%credit card processing fee.OpenGov processes credit card payments through a secure third party processing partner and does not take receipt of credit card information itself. 6.3 Taxes..All Fees under this Agreement are exclusive of any applicable sales, value-added, use or other taxes ("Sales Taxes"). Customer is solely responsible for any and all Sales Taxes, not including taxes based solely on OpenGov's net income. If any Sales Taxes related to the Fees under this Agreement are found at any time to be payable, the amount may be billed by OpenGov to, and shall be paid by, Customer. If Customer fails to pay any Sales Taxes, then Customer will be liable for any related penalties or interest, and will indemnify OpenGov for any liability or expense incurred in connection with such Sales Taxes. In the event Customer or the transactions contemplated by the Agreement are exempt from Sales Taxes, Customer agrees to provide OpenGov, as evidence of such tax exempt status, proper exemption certificates or other documentation acceptable to OpenGov. 7. TERM&TERMINATION 7.1 Term. Subject to compliance with all terms and conditions,the term of this Agreement shall commence on the Effective Date and shall continue until the Subscription End Date specified on the Order Form(the"Initial Term"). 7.2 Renewal. Unless either party terminates this Agreement in writing no less than thirty(30)days before the end of the Initial Term, this Agreement shall renew for another period of the same duration as the Initial Term (the "Renewal Term"and together with the Initial Term,the"Term"). 7.3 Termination. If either party materially breaches any term of this Agreement and fails to cure such breach within thirty (30) days after notice by the non-breaching party (ten (10) days in the case of non-payment), the non- breaching party may terminate this Agreement. 7.4 EffecLof Termination. Rev.2018.01_200701 DocuSign Envelope ID:AD2700B5-837C-44D3-B492-D11AA0170537 (a) 1.n-G-eneral. Upon termination or expiration of this Agreement:(a)Customer shall pay in full for all Software Services and Professional Services performed up to and including the effective date of termination, (b)all Software Services provided to Customer hereunder shall immediately terminate; and (c)each party shall return to the other party or, at the other party's option, destroy all Confidential Information of the other party in its possession. (b) Deletion of Custorrier Dat- If Customer requests deletion of its Customer Data in writing prior to the date of termination or expiration of this Agreement. then OpenGov will permanently and irrevocably delete Customer Data, excluding any Insights, stored by its cloud hosting provider within ten (10)days of the date of termination or expiration of this Agreement. Such request must be addressed to "OpenGov Vice President, Customer Success" at OpenGov's address for notice described at Section 10. 7.5 Survival.The following sections of this Agreement shall survive termination:Section 5(Confidentiality),Section 6 (Payment of Fees), Section 7.4(b) (Deletion of Customer Data), Section 8.3 (Warranty Disclaimer), Section 9 (Limitation of Liability)and Section 10(Miscellaneous). 8. REPRESENTATIONS AND WARRANTIES; DISCLAIMER 8.1 By OpenGov. (a) General JV.arranLy. OpenGov represents and warrants that: (i) it has all right and authority necessary to enter into and perform this Agreement; and(ii)the Professional Services, rf any,will be performed in a professional and workmanlike manner in accordance with the related statement of work and generally prevailing industry standards. For any breach of the Professional Services warranty, Customer's exclusive remedy and OpenGov's entire liability will be the re-performance of the applicable services. If OpenGov is unable to re-perform all such work as warranted, Customer will be entitled to recover all fees paid to OpenGov for the deficient work. Customer must make any claim under the foregoing warranty to OpenGov in writing within ninety(90)days of performance of such work in order to receive such warranty remedies. (b) OpenGov further represents and warrants that -,or a period of ninety (90) days, the Software Services will perform in all material respects in accordance with the Documentation. The foregoing warranty does not apply to any Software Services that have been used in a manner other than as set forth in the Documentation and authorized under this Agreement. OpenGov does not warrant that the Software Services will be uninterrupted or error-free. Any claim submitted under this Section 8.1(b) must be submitted in wr ting to OpenGov during the Term. OpenGov's entire liability for any breach of the foregoing warranty is to repair or replace any nonconforming Software Services so that the affected portion of the Software Services operates as warranted or, if OpenGov is unable to do so, terminate the license for such Software Services and refund the pre paid, unused portion of the Fee for such Software Services. 8.2 By Customer. Customer represents and warrants that(i) it has all right and authority necessary to enter into and perform this Agreement; and (ii) OpenGov's use of the Customer Data pursuant to this Agreement will not infringe,violate or misappropriate the Intellectual Property Rights of any third party. 8.3 Disclaimer. OPENGOV DOES NOT WARRANT THAT THE SOFTWARE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE SERVICES. EXCEPTAS SET FORTH IN THIS SECTION 8, THE SOFTWARE SERVICES ARE PROVIDED "AS IS" AND OPENGOV DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY,TITLE, FITNESS FOR A PARTICULAR PURPOSE,AND NON-INFRINGEMENT. 9. LIMITATION OF LIABILITY 9.1 By, Zy_pe. NEITHER PARTY, NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS OR EMPLOYEES, SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY:(A)FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; OR(C) FOR ANY MATTER BEYOND SUCH PARTY'S REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. Rev.2018.01 200701 DocuSign Envelope ID:AD2700B5-837C-44D3-B492-D11AA0170537 OPENGOV SOFTWARE SERVICES AGREEMENT 9.2 By Amount. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE, CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER TO OPENGOV(OR, IN THE CASE OF CUSTOMER, PAYABLE)FOR THE SOFTWARE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY. 9.3 Limitation._of-Li-a.bili.L�cExclusicns. The limitations of liability set forth in Sections 9.1 and 9.2 above do not apply to, and each party accepts liability to the other for: (a) claims based on either party's intentional breach of its obligations set forth in Section 5(Confidentiality), (b)claims arising out of fraud or willful misconduct by either party and (c)either party's unauthorized use, distribution, or disclosure of the other party's intellectual property. 9.4 No.LirnAa.tian of Liability.fay Law. Because some jurisdictions do not allow liability or damages to be limited to the extent set forth above, some of the above limitations may not apply to Customer. 10. MISCELLANEOUS 10.1 Logo Use. OpenGov shall have the right to use and display Customer's logos and trade names for marketing and promotional purposes in connection with OpenGov's website and marketing materials, subject to Customer's trademark usage guidelines provided to OpenGov. 10.2 Notice. Ordinary day-to-day operational communications may be conducted by email, live chat or telephone communications. However, for notices required by the Agreement (in Sections where the word "notice" appears) the parties must communicate more formally in a writing given by personal delivery, by pre-paid first-class mail or by overnight courier to the address specified in the most recent Order Form (or such other address as may be specified in writing in accordance with this Section). 10.3 Anti_c:cLm.pticn. OpenGov has not offered or provided any bribe, kickback, illegal or improper payment, gift, or thing of value to any Customer personnel in connection with the Agreement, other than reasonable gifts and entertainment provided Customer in the ordinary course of business. If OpenGov become aware of any violation of the above restriction then OpenGov shall promptly notify Customer. 10.4 Injunctive Relief. The parties acknowledge that any breach of the confidentiality provisions or the unauthorized use of a party's intellectual property may result in serious and irreparable injury to the aggrieved party for which damages may not adequately compensate the aggrieved party. The parties agree, therefore, that, in addition to any other remedy that the aggrieved parry may have, it shall be entitled to seek equitable injunctive relief without being required to post a bond or other surety or to prove either actual damages or that damages would be an inadequate remedy. 10.5 Force Ma; .ure. Neither party shall be held responsible or liable for any losses arising out of any delay or failure in performance of any part of this Agreement, other than payment obligations, due to any act of god, act of governmental authority,or due to war, riot, labor difficulty, failure of performance by any third-party service, utilities, or equipment provider, or any other cause beyond the reasonable control of the party delayed or prevented from performing. 10.6 S-everability" %Taiver. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement.There are no third-party beneficiaries to this Agreement. 10.7 Assjgnmenl. Except as set forth in this Section, neither party shall assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations to a third party without the other party's prior written consent, which consent shall not be unreasonably withheld,conditioned,or delayed. Either party may assign,without such consent but upon written notice, its rights and obligations under this Agreement to: (i)its corporate affiliate;or(ii)any entity that acquires all or substantially all of its capital stock or its assets related to this Agreement, through purchase, merger, consolidation, or otherwise.Any other attempted assignment shall be void. This Agreement shall inure to the benefit of and bind each party's permitted assigns and successors. 10.8 Incepe-iacief,:j-Coruractors. No agency, partnership,joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect. Rev.2018.01 200701 DocuSign Envelope ID:AD2700B5-837C-44D3-B492-D11AA0170537 OPENGOV SOFTWARE SERVICES AGREEMENT 10.9 Attorneys' Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys'fees. 10.10 Governina Law and Jurisdiction. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. Exclusive jurisdiction for litigation of any dispute, controversy or claim arising out of or in connection with this Agreement shall be only in the Federal or State court with competent jurisdiction located in San Mateo County, California, and the parties hereby submit to the personal jurisdiction and venue therein. 10.11om Ip ete Agreement.This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party. Customer OPENGov,INC. nmuffgned by: Signature: Signature: Pau eRRon Name: _ _. _ _--. Name: Title: CFO _��.a►iti. Title: Date: o .L/—a Date: 10/22/2020 Rev.2018.01 200701 DocuSign Envelope ID:AD2700135-837C-44D3-13492-D11AA0170537 D OPENGOV Statement of Work City of Federal Way, WA OpenGov Budget and Planning Suite Created By Adam J. Weems SOW Creation Date 10/05/20 Version:1 Document Number: DD-01337 DocuSign Envelope ID:AD2700B5-837C-44D3-8492-D11AA0170537 (D OPENGOV 1. Objective 1.1.Summary This Statement of Work("SOW") identifies services that OpenGov, Inc. ("OpenGov")will perform for City of Federal Way,WA("Customer") pursuant to the order for Professional Services agreed to by the parties ("Order Form")which references the Software Services Agreement or other applicable agreement entered into by the parties (the"Agreement"). OpenGov will enable and support the Customer to deliver on the Scope of Work outlined below.The objective of this Statement of Work is to define the scope,activities, roles and responsibilities, and timeline necessary to successfully execute this deployment project. This project aims to implement the OpenGov Budget and Planning Suite for the Customer to enable effective and accountable governing. This SOW defines the scope and deliverables for a successful implementation of the suites of the OpenGov Cloud. 1.2.Solution Overview This SOW defines the scope and deliverables for a successful implementation of the OpenGov Cloud as it relates to the OpenGov Budgeting and Planning Suite. 2. Scope 2.1. Project Scope The project scope includes the following services and deliverables. Any items not specifically included in scope will be considered out of scope. OpenGov will provide Professional Services to implement the OpenGov Budget and Planning Suite.The below Phases and their associated tasks are organized based on Customer's solution. Phases and tasks may start concurrently or prior to the previous Phase's tasks being completed. Phase 1: Kickoff and Project Planning Phase Phase 2: Chart of Accounts (CoA) Phase 3:Tyler Eden (ERP)to OpenGov Integration Phase 4: Operating Budget and Workforce Planning Phase 5: Capital Budgeting Phase 6: OpenGov Platform Phase 7: Online Budget Book Phase 8: Project Closure DocuSign Envelope ID:AD2700B5-837C-44D3-B492-D11AA0170537 CZ) OPENGOV 2.2. Deliverables OpenGov Budgeting and Planning Suite Functionality Deliverables Chart of Accounts • Review and feedback of Customer's source system general ledger chart of accounts • Chart of accounts functional build and review • Chart of accounts configuration and peer review Financial • Integration of Customer Financial System Integration • Integration of budget and actuals, with transaction-level detail up to 10 years • Single system connector r Design, map, and validate data from the system a OpenGov Assumes: o The data will be linked to the Customer's chart of accounts. o OpenGov will perform the validation for data accuracy for the Integration,working jointly with the Customer team to approve the Financial Integration data. o OpenGov will require assistance from the Customer to understand source system specific customizations and configurations when building the data extract. o When the source accounting software is hosted by a third party vendor on behalf of the customer,the customer is responsible for brokering OpenGov's access to the customer's data residing at the vendor's premises in accordance with OpenGov's data formatting requirements. o Integration is unidirectional from the Customer's accounting software into OpenGov. Reporting and Transparency(Stories and Open Town Hall) Transparency * Configure 1 OpenGov standard story Platform . Open Town Hall site setup and forum theming • Development of 1 standard Open Town Hall topic Reporting&Analytics • 3 Standard Reports (Annual, Budget to Actuals, and Transactions) • 3 department-specific Budget to Actuals reports • Configure up to 1 financial dashboard for up to 2 DocuSign Envelope ID:AD2700B5-837C-44D3-B492-D11AA0170537 OPENGO departments with to 3 financial tiles per dashboard Budgeting and Operating Budget,including Workforce Planning Planning 0 Initial setup of Customer's Operating Budget o Creation of up to 2 proposal frameworks 0 2 budgeting reports(Budget to Actuals and Milestones) • Workforce planning configuration based on Customer-provided documentation and cost elements • 1 Workforce plan • Data formatting and loading ® Validate calculations • Administrator training Capital Budget e Initial setup of Customer's Capital Budget • Creation of up to 2 proposal frameworks • 2 budgeting reports (Project and Milestones) m Administrator training Online Budget • One 90-Minute Conceptualizing Sessions to determine Book look and feel of Online Budget Book, introduce templates that can be use o Including templates such as: • Table of Contents ® Budget message ■ Introduction I Revenue and Expenditure Assumptions a Budget Summary • Departmental Information • Debt • Setup up to 3 OpenGov standard templates o Including 1 completed story from 1 template Administrator training o One 90-Minute session for training: • Using and Copying Templates m How Datasets and Reports work in Stories ■ How the Online Budget Book works with Transparency Portal • Preparing for updating and ongoing use Up to 20,1-hour Working Sessions for OpenGov to consult with Customer on Online Budget Book, scheduled as needed. DocuSign Envelope ID:AD2700B5-837C-44D3-B492-D11AA0170537 OPENGOV Customer administrators will set up additional project story shells and corresponding project users, and admins/users will add content OpenGov OpenGov's Standard Training Package includes: Standard Training • Access to OpenGov University Online ■ Train the Trainer Program for primary Customer administrator • Training for Customer's specific chart of accounts configuration as well as web-hosted documentation for Customer-specific product configurations • Access to OpenGov Resource Center • Up to 2, remote 90-min product-specific administrator trainings provided by OpenGov • Up to 1, 90-minute user training session for up to 20 participants 2.3.Assumptions and Exclusions m If there is an FTP integration of 3.CSV datasets, o The data will NOT be linked to the Customer's chart of accounts. o The Customer will perform the validation for data accuracy for the Integration. • Customer will perform the data extraction from the source system and automate it to be dropped in OpenGov FTP location. 3. Schedule OpenGov will schedule resources for this project upon signature of the Order Form. Unless specifically noted,the OpenGov assigned project manager(as identified below or such alternate designated by OpenGov,the "OpenGov Project Manager")will work with Customer to develop the project schedule for all requested deliverables under this SOW. OpenGov reserves the right to adjust the schedule based on the availability of OpenGov resources and the deliverables provided by Customer. 4. Project Organization 4.1. Project Team OpenGov DocuSign Envelope ID:AD2700B5-837C-44D3-B492-D11AA0170537 (E) OPENGOV OpenGov will assign a Project Manager(the "OpenGov Project Manager") upon execution of the SOW.The OpenGov Project Manager will coordinate any additional resources needed from OpenGov. Customer Customer will assign a project manager(the "Customer Project Manager") and technical resource prior to project kick-off. The Customer Project Manager will be the primary contact person at Customer and will coordinate all Customer resources needed to complete the project. It is anticipated that the areas of need will be in Finance, Data Gathering, and the IT department. 4.2. Project Responsibilities The project responsibilities for each organization are outlined below: OpenGov 1. Manage delivery of in-scope items in coordination with Customer. 2. Make available deliverables to Customer project team for review and verification. 3. Provide relevant technical details and documentation for data requirements for Customer's environment. 4. Keep Customer Project Manager informed of project progress and communicate any issues relating to the project in a timely manner. 5. Establish documentation and procedural standards for the project. 6. Review and administer project change control,as described in Section 5,Change Control Procedures. 7. Ensure that all meetings and training sessions are attended by OpenGov personnel, as scheduled. 8. Budget files are exported as .xIsx. OpenGov may assist in formatting that file, but cannot convert files to any other file types Customer 1. Make available a representative to serve as the primary contact for OpenGov Project Manager to coordinate project activities. 2. Make available appropriate representatives with the authority to review and approve deliverables produced during the project. 3. Make available appropriate Subject Matter Experts (SME)to support the project needs,test integrations and provide Customer environment specific technical details. 4. Setup firewall rules to allow incoming requests from OpenGov's proxy over HTTP/HTTPS to Customer systems. 5. Communicate any issues relating to the project to OpenGov Project Manager in a timely manner. 6. Provide acceptance of deliverables and Project in a timely manner. 7. If Integration services are purchased, Customer will be responsible for making any configuration changes or modifications to Financial System (ERP) to support.integ ration and make available access for integration to OpenGov software.The Customer will be responsible for ensuring that the versions of DocuSign Envelope ID:AD2700B5-837C-44D3-B492-D11AA0170537 OPENGGV Financial System (ERP) running on all environments remain the same across all environments. 8. Customer will be responsible for any infrastructure required to access OpenGov, and will maintain relevant non-OpenGov software licenses and infrastructure needed for this project i.e. accounting system licenses. Please note, OpenGov software is optimized for Google Chrome. 9. The Customer will be responsible for ensuring that all meetings and training sessions are attended by personnel, as scheduled. 5. Change Control Procedures No amendments, changes or other modifications to this SOW will be effective without a written project change order.The Project Change Order will describe the change,the rationale for the change, and specify any change in the charges, estimated schedule, or other terms. The terms of a mutually agreed upon Project Change Order will prevail over those of this SOW or any previous Project Change Orders. Such Project Change Order may require additional charges,which will be set forth in the Project Change Order. 6. Fees and Expenses 6.1. Fees and Payment Terms All fees and expenses will be paid in accordance with the Order Form to which this SOW is attached. For any Project Change Orders or for any new Professional Services,fees will be mutually agreed upon provided that any hourly fees shall be based on OpenGov's then-current, applicable hourly rate. 6.2.Travel Expenses All rates and fees are exclusive of work-related travel, living and other expenses. Customer will be billed for actual expenses as incurred. All Travel and Lodging expenses will be approved in advance in writing by the Customer Project Manager prior to OpenGov incurring any such expenses and booking non-refundable travel expenses. Such expenses shall be in compliance with Customer's travel and expense guidelines provided to OpenGov. Unless otherwise agreed to by the parties, such travel and expenses shall not exceed $5,000 for the work specified in this SOW. If additional travel is needed as per discussion with the Customer, it will be mutually agreed upon and be billed as incurred. DocuSign Envelope ID:AD2700B5-837C-44D3-B492-D11AA0170537 (2) OPENGOV 1. Appendix 1 Implementation Methodology OpenGov uses an iterative methodology,with a focus on rapid implementation of a configured system. This methodology requires a degree of focus from the Customer and collaboration between both parties to complete work products in a timely manner. Analyze and ConfiguM � l 1. Analyze and Design a. Key Activities:Discovery, Design Sessions,Solution Document Review b. Key Work Products: Data Inventory, Functional Model Build, Process Flow Documents, Solution Document c. Summary:Analyze and Design Phase is the first step of the implementation project. The purpose of this phase is to define the success criteria of the project, make design decisions based on the functional model build, and begin gathering data that needs to be loaded into the OpenGov platform. At the end of the Phase,a Process Flow and Solution Document will be created that outlines how the solutions will be implemented. 2. Configure Phase a. Key Activities:Application and Solution Configuration, Data Load b. Key Work Products:Solution Configuration, Peer Review c. Summary:The Configure Phase consists of application configuration, and solution configuration as defined in the Solution Document. OpenGov will also load the data gathered in the Analyze and Design Phase. The Phase ends with a Peer Review done by an OpenGov Subject Matter Expert to confirm that the solution follows OpenGov best practices. 3. Validate Phase a. Key Activities:User Acceptance Testing, Data Confirmation b. Key Work Products: Data Validation,Customer Review c. Summary:The Validate Phase starts with a review of the entire solution with the Customer project team to confirm that all project elements have been implemented. Once that process has been completed,the Customer will validate that data is being represented accurately in the solution. If any issues are found,OpenGov team will assess the issue and resolve as needed. The Phase ends with the Acceptance of by the Customer. DocuSign Envelope ID:AD2700B5-837C-44D3-B492-D11AA0170537 G) OPENGOV 4. Deploy Phase a. Key Activities:Administrator Training b. Key Work Products: Project Documentation c. Summary:The purpose of the Deploy phase is to complete the Administrator Training process and prep for Go Live of the solution. All project documentation will be provided at this point to the Customer OpenGov Administrator documenting the solution configuration and any specific process flows or user guides.At this point,the solution will be configured and ready to Go Live to end users. S. Own and Enable Phase a. Key Activities: Go Live, User Training,Transition to Customer Success Manager and Technical Support b. Key Work Products: Project Acceptance,Transition c. Summary:The purpose of the Own and Enable phase is to complete the User Training process, Go Live with the solution, and begin Transition activities to close the project. Post Go Live Support is technical assistance with the project team and issue resolution for the solution during the two week period after Go Live. Once this period has passed,the Project team will begin working on transition activities to the Customer,the CSM, and the Customer Technical Support Function. The Project closes upon the acceptance of the project and a brief survey to provide feedback about the experience.