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.