Exhibit 1: Agreement — Alameda City Council, January 7, 2025

OpenGov, Inc. 1 Version 11-15-24
SERVICE PROVIDER AGREEMENT This SERVICE PROVIDER AGREEMENT (“Agreement”) is entered into this ___ day of _________, 2025 (“Effective Date”), by and between the CITY OF ALAMEDA, a municipal corporation (“the City”), and OpenGov, Inc., a Delaware corporation, whose address is 660 3rd Street, Suite 100, San Francisco, CA 94107 (“Provider” or “Contractor”), in reference to the following facts and circumstances: RECITALS A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City. B. The City is in need of the following services: Enterprise Asset Management. C. Provider possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein. D. Whereas, the City Council authorized the City Manager to execute this agreement on December 17, 2024. E. The City and Provider desire to enter into an agreement for the services as set forth herein, upon the terms and conditions herein. AGREEMENT NOW, THEREFORE, in consideration of the forgoing, which are incorporated herein by reference, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Provider agree as follows: 1. TERM: The term of this Agreement shall commence on the ____ day of January 2025, and shall terminate on the 31st day of December 2025, unless terminated earlier as set forth herein. Renewal. Unless the parties renew the Agreement for an additional period of no less than one year (“Renewal Term”), this Agreement shall terminate at the end of the applicable Initial Term or Renewal Term. The parties may agree to extend the term of this Agreement on a year-by-year basis. In the event that the parties agree to extend the Agreement, all provisions of the Agreement shall remain unchanged, unless specified otherwise. 2. SERVICES TO BE PERFORMED; RESTRICTIONS; INTELLECTUAL PROPERTY RIGHTS; City DATA: Software Services do not include any pre-release features, functionality, and/or software that City elects to use while they are in beta. Provider agrees to do all necessary work at its own cost and expense, to provide the commercial-off-the-shelf software solutions identified in the Docusign Envelope ID: 866953F4-E5A4-4689-A8D3-8D7644511260 Docusign Envelope ID: 9EA80C42-8189-429B-8F30-85F8462CD7F8

OpenGov, Inc. 2 Version 11-15-24
applicable Order Form (“Software Services”). If Provider or its authorized independent contractors provides professional services to City, such as implementation services, then these professional services (“Professional Services”) will be described in an applicable statement of work (“SOW”) agreed to by the parties, which is incorporated herein by reference. Support and Service Levels. Customer support is available by email to [email protected] or by using the chat messaging functionality of the Software Services, both of which are available during Provider’s standard business hours. City may report issues any time; however, Provider will address issues during business hours. Provider will provide support for the Software Services in accordance with the Support and Software Service Levels found at opengov.com/service-sla, as long as City is entitled to receive support under the applicable Order Form and this Agreement. Restrictions. City may not use the Software Services in any manner or for any purpose other than as expressly permitted by the Agreement. In addition, City 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, including but not limited to load testing, or stress testing; (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 Provider or the Software Services platform. Responsibilities. City shall be responsible for obtaining and maintaining computers and third party software systems of record (such as City’s ERP systems) needed to connect to, access or otherwise use the Software Services. City 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 City user accounts by any party other than Provider. Software Services. Provider owns all interests and 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 Provider. City may not copy, imitate, or use them, in whole or in part, without Provider’s prior written consent. Subject to City’s obligations under this Agreement, Provider grants City a non-exclusive, royalty-free license during the Term to use the Software Services. City Data. City Data and the Intellectual Property Rights therein belong to City. City grants Provider and its partners (such as hosting providers) a non-exclusive, royalty-free license to use, store, edit, and reformat City Data for the purpose of providing the Software Services. City further agrees that Provider and its partners may use aggregated, anonymized City Data for purposes of product enhancement, City service, and data analysis. Insights gleaned from aggregated, anonymized City Data will belong to Provider.

Docusign Envelope ID: 866953F4-E5A4-4689-A8D3-8D7644511260 Docusign Envelope ID: 9EA80C42-8189-429B-8F30-85F8462CD7F8

OpenGov, Inc. 3 Version 11-15-24
Access to City Data. City may download City Data from the Software Services at any time during the Term, excluding during routine software maintenance periods. Deletion of City Data. Unless otherwise requested pursuant to this Section, upon the termination of this Agreement, City Data shall be deleted pursuant to Provider’s standard data deletion and retention practices, which is to delete City Data 45 days after termination or expiration of the Agreement. Upon written request, City may request deletion of City Data prior to the date of termination of this Agreement. Such a request must be addressed to “OpenGov Vice President, Customer Success” at Provider’s address for notice. Feedback. “Feedback” means suggestions, comments, improvements, ideas, or other feedback or materials regarding the Software Services provided by City to Provider, including feedback provided through online developer community forums. City grants Provider a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license to use and incorporate City’s Feedback into the Software Services and Documentation. Provider will exclusively own any improvements or modifications to the Software Services and Documentation based on or derived from any of City’s Feedback including all Intellectual Property Rights in and to the improvements and modifications. 3. COMPENSATION TO PROVIDER: a. Fees. Fees for Software Services and for Professional Services are set forth in the applicable Order Form, and Provider will invoice City accordingly. City shall pay invoices within 30 days. Invoices are deemed received when Provider emails them to City’s designated billing contact. Obligations to pay fees are non-cancelable, and payments are non-refundable. b. Annual Software Price Adjustment. Provider may increase the fees for the Software Services during any Renewal Term by 5% each year or as otherwise agreed upon in the applicable renewal Order Form. c. Consequences of Non-Payment. If City fails to make any payments required under any Order Form or SOW, then in addition to any other rights Provider may have under this Agreement or applicable law, if City’s account remains delinquent (with respect to payment of an undisputed invoice) for 10 days after receipt of a delinquency notice from Provider, which may be provided via email to City’s designated billing contact, Provider may temporarily suspend City’s access to the Software Service for up to 90 days to pursue good faith negotiations before pursuing termination in accordance with this Agreement. City will continue to incur and owe all applicable fees irrespective of any such service suspension based on such City’s delinquency. d. Intentionally Omitted. e. 1/1/25-12/31/25 $103,005.00 1/1/26-12/31/26 $63,031.50 1/1/27-12/31/27 $66,183.08 One time expense reimbursement $4,800.00 Total compensation for this agreement shall not exceed $237,019.58 Docusign Envelope ID: 866953F4-E5A4-4689-A8D3-8D7644511260 Docusign Envelope ID: 9EA80C42-8189-429B-8F30-85F8462CD7F8

OpenGov, Inc. 4 Version 11-15-24
Use of contingency shall be for items of work outside the original scope and requires prior written authorization by the City. 4. INTENTIONALLY OMITTED. 5. STANDARD OF CARE; WARRANTIES: Provider shall perform all services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Provider represents that it is skilled in the professional calling necessary to perform all services contracted for in this Agreement. Provider further represents that all of its employees and subcontractors shall have sufficient skill and experience to perform the duties assigned to them pursuant to and in furtherance this Agreement. Provider further represents that it (and its employees and subcontractors) have all licenses, permits, qualifications, and approvals of whatever nature that are legally required to perform the services (including a City Business License, as needed); and that such licenses and approvals shall be maintained throughout the term of this Agreement. Any employee of the Provider or its sub-providers who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of any services under this Agreement, or a threat to the safety of persons or property (or any employee who fails or refuses to perform the services in a manner acceptable to the City) shall be promptly removed by the Provider and shall not be re-employed to perform any further services under this Agreement. Professional Services Warranty. Provider further represents and warrants that the Professional Services, if any, will be performed in a professional and workmanlike manner in accordance with the related SOW and generally prevailing industry standards. For any breach of the Professional Services warranty, Provider will re-perform the applicable services. If Provider is unable to re-perform such work as warranted, City will be entitled to recover all fees paid to Provider for the deficient work. City must give written notice of any claim under this warranty to Provider within 90 days of the completion of Professional Services pursuant to the applicable SOW to receive such warranty remedies. Software Services Warranty. Provider further represents and warrants that for the Term, 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 this Agreement. Provider does not warrant that the Software Services will be uninterrupted or error-free. City must give written notice of any claim under this warranty to Provider within 90 days of City discovering the defect. For any breach of the Software Services warranty, Provider will repair or replace any nonconforming Software Services so that the affected portion of the Software Services operates as warranted. If Provider is unable to do so, City may terminate the license for such Software Services and will be entitled to recover all fees paid to Provider for the deficient Software Services. By City. City represents and warrants that (a) it has all right and authority necessary to enter into and perform this Agreement; and (b) Provider’s use of City Data pursuant to this Agreement will not infringe, violate or misappropriate the Intellectual Property Rights of any third party.

Docusign Envelope ID: 866953F4-E5A4-4689-A8D3-8D7644511260 Docusign Envelope ID: 9EA80C42-8189-429B-8F30-85F8462CD7F8

OpenGov, Inc. 5 Version 11-15-24
Disclaimer. PROVIDER 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. EXCEPT AS SET FORTH IN THIS SECTION, THE SOFTWARE SERVICES ARE PROVIDED “AS IS” AND PROVIDER 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. 6. INDEPENDENT PARTIES: Provider hereby declares that Provider is engaged as an independent business and Provider agrees to perform the services as an independent contractor. The manner and means of conducting the services and tasks are under the control of Provider except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Provider’s services. None of the benefits provided by the City to its employees, including but not limited to unemployment insurance, workers’ compensation plans, vacation and sick leave, are available from the City to Provider, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any compensation due to Provider. Payments of the above items, if required, are the responsibility of Provider. Any personnel performing the services under this Agreement on behalf of Provider shall also not be employees of City and shall at all times be under Provider’s exclusive direction and control. 7. IMMIGRATION REFORM AND CONTROL ACT (IRCA): Provider assumes any and all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Provider shall indemnify, defend, and hold the City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Provider. 8. NON-DISCRIMINATION: Consistent with the City’s policy and state and federal law that harassment and discrimination are unacceptable conduct, Provider and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, disability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities. Such non-discrimination shall include but not be limited to all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. Provider agrees that any violation of this provision shall constitute a material breach of this Agreement.

Docusign Envelope ID: 866953F4-E5A4-4689-A8D3-8D7644511260 Docusign Envelope ID: 9EA80C42-8189-429B-8F30-85F8462CD7F8

OpenGov, Inc. 6 Version 11-15-24

9. HOLD HARMLESS; LIMITATION OF LIABILITY: a. To the fullest extent permitted by law, Provider shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees, and agents (“Indemnitees”) from and against any and all third-party loss, damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including reasonable attorney’s fees and costs of litigation (“Claims”), arising from or in any manner connected to Provider’s material breach of this Agreement due to the negligent performance of its obligations under this Agreement or out of the operations conducted by Provider even if the City is found to have been negligent. Provider shall not have any obligations to indemnify Indemnitees proportionate to the loss or damage if found to have resulted solely from the negligence or the willful misconduct of the City. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement. b. As to Claims for professional liability only, Provider’s obligation to defend Indemnitees (as set forth above) is limited as provided in California Civil Code Section 2782.8. c. Provider’s obligation to indemnify, defend, and hold harmless Indemnitees shall expressly survive the expiration or early termination of this Agreement, but in no case more than 36 months. d. Intentionally Omitted. e. Limitation of Liability by Type. 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 A PARTY’S REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. f. Limitation of Liability 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 TWO TIMES THE FEES PAID BY CITY TO PROVIDER FOR THE SOFTWARE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY. g. Limitation of Liability Exclusions. The limitations of liability set forth in this Section 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 38 (Confidentiality), (b) claims arising out of fraud or willful misconduct by either party and (c) either party’s infringement of the other party’s Intellectual Property Rights.

Docusign Envelope ID: 866953F4-E5A4-4689-A8D3-8D7644511260 Docusign Envelope ID: 9EA80C42-8189-429B-8F30-85F8462CD7F8

OpenGov, Inc. 7 Version 11-15-24

10. INSURANCE: a. On or before the commencement of the terms of this Agreement, Provider shall furnish the City’s Risk Manager with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with Sections 10.b. (1) through (5). The Certificate Holder should be The City of Alameda, 2263 Santa Clara, Ave., Alameda, CA 94501. Such certificates, which do not limit Provider’s indemnification, shall also contain substantially the following statement: “Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the City of Alameda. Attention: Risk Manager.” Provider shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company licensed to offer insurance business in the State of California with a current A.M. Best’s rating of no less than A-:VII or Standard & Poor’s Rating (if rated) of at least BBB unless otherwise acceptable to the City. Provider shall deliver updated insurance certificates to the City at the address described in Section 17.f. prior to the expiration of the existing insurance certificate for the duration of the term of Agreement. Endorsements naming the City, its City Council, boards, commissions, officials, employees, and agents, as additional insured shall be submitted with the insurance certificates. b. COVERAGE REQUIREMENTS: Provider shall maintain insurance coverage and limits at least as broad as: (1) Workers’ Compensation: Statutory coverage as required by the State of California, as well as a Waiver of Subrogation (Rights of Recovery) endorsement. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $1,000,000 each occurrence $2,000,000 aggregate - all other Property Damage: $1,000,000 each occurrence $2,000,000 aggregate If submitted, combined single limit policy with per occurrence limits in the amounts of $2,000,000 and aggregate limits in the amounts of $4,000,000 will be considered equivalent to the required minimum limits shown above. Provider shall also submit policy endorsements pages. Additional Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, and agents, is required. The Additional Insured Endorsement shall include primary and non-contributory coverage at least as broad as the CG 2010.

Docusign Envelope ID: 866953F4-E5A4-4689-A8D3-8D7644511260 Docusign Envelope ID: 9EA80C42-8189-429B-8F30-85F8462CD7F8

OpenGov, Inc. 8 Version 11-15-24
(3) Automotive: Comprehensive automobile liability coverage (any auto) in the following minimum limits: Bodily injury: $1,000,000 each accident Property Damage: $1,000,000 each accident or Combined Single Limit: $2,000,000 each accident Additional Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, and agents is required. (4) Technology Errors and Omissions Liability: Professional liability insurance which includes coverage appropriate for the professional acts, errors and omissions of Provider’s profession and work hereunder, including, but not limited to, technology professional liability errors and omissions if the services being provided are technology-based, in the following minimum limits: $2,000,000 each claim Technology professional liability errors and omissions shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City in the care, custody, or control of Provider. (5) Cyber Liability: Coverage shall be sufficiently broad to respond to the duties and obligations as are undertaken by Provider in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. 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 with the following minimum limits: $2,000,000 per occurrence or claim. As to commercial general liability and automobile liability insurance, such insurance will provide that it constitutes primary insurance with respect to claims insured by such policy, and, except with respect to limits, that insurance applies separately to each insured against whom claim is made or suit is brought. Such insurance is not additional to or contributing with any other insurance carried by or for the benefit of the City.

Docusign Envelope ID: 866953F4-E5A4-4689-A8D3-8D7644511260 Docusign Envelope ID: 9EA80C42-8189-429B-8F30-85F8462CD7F8

OpenGov, Inc. 9 Version 11-15-24
c. SUBROGATION WAIVER: Provider hereby agrees to waive rights of subrogation that any insurer of Provider may acquire from Provider by virtue of the payment of any loss. Provider agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by Provider, its employees, agents and subcontractors. d. INTENTIONALLY OMITTED. e. ADDITIONAL INSUREDS: The City, its City Council, boards, commissions, officials, employees, and agents shall be named as additional insured(s) under all insurance coverages, except workers’ compensation, professional liability and cyber liability insurance. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. Additional Insured coverage under Provider’s policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance. f. SUFFICIENCY OF INSURANCE: The insurance limits required by the City are not represented as being sufficient to protect Provider. Provider is advised to consult Provider’s insurance broker to determine adequate coverage for Provider. The coverage and limits shall be the minimum coverage and limits specified in this Agreement. g. EXCESS OR UMBRELLA LIABILITY: If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this Agreement, then said policies shall be true “following form” of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this Agreement, including but not limited to, the additional insured, SIR, and primary insurance requirements stated therein. No insurance policies maintained by the indemnified parties or Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until all the primary and excess liability policies carried by or available to the Provider are exhausted. If a Provider is using an Excess Liability policy to supplement any insurance coverage required by this Agreement, they must submit the Excess Liability policy in full. 11. CONFLICT OF INTEREST: Provider warrants that it is not a conflict of interest for Provider to perform the services required by this Agreement. Provider may be required to fill out a conflict of interest form if the services provided under this Agreement require Provider to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations.

Docusign Envelope ID: 866953F4-E5A4-4689-A8D3-8D7644511260 Docusign Envelope ID: 9EA80C42-8189-429B-8F30-85F8462CD7F8

OpenGov, Inc. 10 Version 11-15-24

12. TRANSFERS AND ASSIGNMENT: a. Neither party may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations to a third party without the other party's written consent, which consent may 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 its corporate affiliate or to 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 will benefit and bind permitted assigns and successors. b. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock, membership interest, partnership interest, or the equivalent, which shall result in changing the control of Provider, shall be construed as an assignment of this Agreement. Control means fifty percent or more of the voting power of Provider. 13. INTENTIONALLY OMITTED. 14. PERMITS AND LICENSES: Provider shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses, including a City business license that may be required in connection with the performance of the services and tasks hereunder. Provider and City shall work together to determine which party is responsible for payment of fees or any other costs required to obtain such permits, certificates or licenses. 15. INTENTIONALLY OMITTED. 16. RECORDS: a. Provider shall maintain complete and accurate records with respect to the services, tasks, work, documents, and data in sufficient detail to permit an evaluation of Provider’s performance under this Agreement, as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by the City that relate to the performance of the services and tasks under this Agreement (collectively the “Records”). b. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Provider shall provide free access to the Records to the representatives of the City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records, and to make copies or transcripts therefrom as necessary, and to allow inspection of all proceedings and activities related to this Agreement. Such Records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained by Provider for a period of three (3) years after receipt of final payment. In no event shall any audit occur: (1) more than once per calendar year, (2) without giving at least three business days prior written notice (3) outside of Provider’s normal business hours, or (4) on systems where such audit may, in Provider’s reasonable discretion, violate its third-party confidentiality obligations. c. If supplemental examination or audit of the Records is necessary due to concerns raised by the City’s preliminary examination or audit of records, and the City’s supplemental Docusign Envelope ID: 866953F4-E5A4-4689-A8D3-8D7644511260 Docusign Envelope ID: 9EA80C42-8189-429B-8F30-85F8462CD7F8

OpenGov, Inc. 11 Version 11-15-24
examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of this Agreement or failure to act in good faith, then Provider shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit. 17. NOTICES: a. All notices shall be in writing and delivered: (i) by hand; (ii) sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested from the U.S. postal service; (iii) sent by overnight or same day courier service at the party’s respective address listed in this Section or (iv) by email to the respect email contact listed in this Section. b. Each notice shall be deemed to have been received on the earlier to occur of: (x) actual delivery or the date on which delivery is refused; or (y) three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described above (Sundays and City holidays excepted). c. Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address. d. All notices, demands, requests, or approvals from Provider to the City shall be addressed to the City at: City of Alameda Recreation and Parks Department 2226 Santa Clara Avenue Alameda, CA 94501 ATTENTION: Justin Long Ph: (510) 747-7529 e. All notices, demands, requests, or approvals from the City to Provider shall be addressed to Provider at: OpenGov, Inc. Legal Department 660 3rd Street, Suite 100, San Francisco, CA 94107 ATTENTION: Legal Department Ph: (650) 336-7167 Docusign Envelope ID: 866953F4-E5A4-4689-A8D3-8D7644511260 Docusign Envelope ID: 9EA80C42-8189-429B-8F30-85F8462CD7F8

OpenGov, Inc. 12 Version 11-15-24
f. All updated insurance certificates from Provider to the City shall be addressed to the City at: City of Alameda City Attorney’s Office 2263 Santa Clara Avenue, Room 280 Alameda, CA 94501 ATTENTION: Lisa Cooper, Administrative Services Coordinator Ph: (510) 747-7400 / Email [email protected] 18. SAFETY: a. Provider will be solely and completely responsible for conditions of all vehicles owned or operated by Provider, including the safety of all persons and property during performance of the services and tasks under this Agreement. This requirement will apply continuously and not be limited to normal working hours. In addition, Provider will comply with all safety provisions in conformance with U.S. Department of Labor Occupational Safety and Health Act, any equivalent state law, and all other applicable federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Agreement. Where any of these are in conflict, the more stringent requirements will be followed. Provider’s failure to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein. b. Provider will immediately notify the City within 24 hours of any incident of death, serious personal injury or substantial property damage that occurs in connection with the performance of this Agreement. Provider will promptly submit to the City a written report of all incidents that occur in connection with this Agreement. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Provider’s employee(s) involved in the incident; (iii) name and address of Provider’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report. 19. TERMINATION: a. Termination for Cause. If either party materially breaches any term of this Agreement and fails to cure such breach within 30 days after receiving written notice by the non-breaching party, the non-breaching party may terminate this Agreement. b. The foregoing notwithstanding, the City shall have the right, at its sole option and without cause, to terminate this Agreement by giving 30 days prior written notice to Provider. c. Termination for Non-Appropriation. For any term after the first full year of this Agreement, City may terminate this Agreement if it does not appropriate funds to continue this Agreement in a future fiscal year by providing notice in writing no less than 30 days before the end of the then-current annual term. Such termination shall be effective upon the expiration of the then-current annual term. d. Effect of Termination. Upon termination of this Agreement pursuant to this Section: (a) City shall pay in full for all Software Services and Professional Services provided through the end of the then-current annual term, (b) Provider shall stop providing Software Docusign Envelope ID: 866953F4-E5A4-4689-A8D3-8D7644511260 Docusign Envelope ID: 9EA80C42-8189-429B-8F30-85F8462CD7F8

OpenGov, Inc. 13 Version 11-15-24
Services and Professional Services to City on the effective date of the termination; and (c) each party shall (at the other party’s option) return or delete any of the other party’s Confidential Information in its possession. 20. ATTORNEYS’ FEES: In the event of any litigation, including administrative proceedings, relating to this Agreement, including but not limited to any action or suit by any party, assignee or beneficiary against any other party, beneficiary or assignee, to enforce, interpret or seek relief from any provision or obligation arising out of this Agreement, the parties and litigants shall bear their own attorney’s fees and costs. No party or litigant shall be entitled to recover any attorneys’ fees or costs from any other party or litigant, regardless of which party or litigant might prevail. 21. HEALTH AND SAFETY REQUIREMENTS. Provider acknowledges that the City shall have the right to impose, reasonable requirements that are necessary to protect the health and safety of the City employees, residents, and visitors. Provider agrees to comply with all such reasonable requirements, including, but not limited to, mandatory vaccinations, the use of personal protective equipment (e.g. masks), physical distancing, and health screenings. Provider also agrees to make available to the City, at the City’s request, records or proof to demonstrate Provider’s compliance with this Section. 22. COMPLIANCE WITH ALL APPLICABLE LAWS: During the term of this Agreement, Provider shall keep fully informed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Alameda which affect the manner in which the services or tasks are to be performed by Provider, as well as all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Provider shall comply with all applicable laws, state and federal and all ordinances, rules and regulations enacted or issued by the City. Provider shall defend, indemnify, and hold City (including its officials, directors, officers, employees, and agents) free and harmless from any claim or liability arising out of any failure or alleged failure to comply with such laws and regulations pursuant to the indemnification provisions of this Agreement. 23. CONFLICT OF LAW: This Agreement shall be interpreted under, and enforced by the laws of the State of California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Alameda, State of California. 24. WAIVER: A waiver by the City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character.

Docusign Envelope ID: 866953F4-E5A4-4689-A8D3-8D7644511260 Docusign Envelope ID: 9EA80C42-8189-429B-8F30-85F8462CD7F8

OpenGov, Inc. 14 Version 11-15-24

25. INTEGRATED CONTRACT: Subject to the language of Section 33, the Recitals and exhibits are a material part of this Agreement and are expressly incorporated herein. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both the City and Provider. 26. PREVAILING WAGES: Provider is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq. as well as California Code of Regulations, Title 8, Section 1600, et seq., (“Prevailing Wage Laws”) which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. Provider agrees to fully comply with such Prevailing Wage Laws if the services are being performed as part of an applicable “public works” or “maintenance” project as defined by the Prevailing Wage Laws and if the total compensation is $1,000 or more. City, upon Provider’s request, shall provide Provider with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Provider shall defend, indemnify, and hold the City (its elected officials, officers, employees, and agents) free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 27. DEPARTMENT OF INDUSTRIAL RELATIONS COMPLIANCE AND PREVAILING WAGE REQUIREMENTS ON PUBLIC WORKS PROJECTS: a. For purposes of Sections 27 through 29 of this Agreement, the terms “claim”, “contractor”, “public works project” and “subcontractor” shall have the same meanings set forth in Public Contract Code Section 9204. b. No contractor or subcontractor may be listed on a bid proposal for a public works project, nor engage in the performance of any public work contract, unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5 (with the limited exceptions for certain bids pursuant to Labor code Section 1771.1(a)). Registration instructions may be found at the following website: https://www.dir.ca.gov/Public-Works/Contractor-Registration.html c. If required by law, all contractors and subcontractors must furnish electronic certified payroll records directly to the Labor Commissioner at the following website: https://www.dir.ca.gov/Public-Works/Certified-Payroll-Reporting.html d. If applicable, Contractor is required to all post job site notices as prescribed by State law. (See 8 Cal. Code Regs, § 16451(d).) Docusign Envelope ID: 866953F4-E5A4-4689-A8D3-8D7644511260 Docusign Envelope ID: 9EA80C42-8189-429B-8F30-85F8462CD7F8

OpenGov, Inc. 15 Version 11-15-24
e. In executing this Agreement, Contractor acknowledges and agrees that the work authorized by this Agreement may be subject to compliance monitoring and enforcement by the Department of Industrial Relations. 28. REGISTRATION OF CONTRACTORS: Before submitting bids for any work authorized by this Agreement, contractors shall be licensed in accordance with the provisions of Chapter 9, Division 3, of the Business and Professions Code of the State of California. 29. PUBLIC CONTRACT CODE SECTION 9204 SUMMARY: Notwithstanding anything else to the contrary stated in the Information For Bidders (IFB) or other documents associated with this Agreement, all claims, regardless of dollar amount, submitted between January 1, 2017 and January 1, 2027 related to work performed or scheduled to be performed pursuant to this Agreement shall be governed by Public Contract Code Section 9204 and this section as applicable. The following provisions and procedures shall apply: a. Contractor shall submit each Claim (whether for a time extension, payment for money or damages) in writing and in compliance with Public Contract Code Section 9204. Contractor must include reasonable documentation to support each claim. b. Upon receipt of a claim, the City shall conduct a reasonable review and respond in writing within 45 days of receipt and shall identify in a written statement what portions of the claim are disputed and undisputed. Undisputed portions of the claim shall be process and paid within 30 days of the written statement. Undisputed amounts not paid in a timely manner shall bear interest at 7% per annum. The City and Contractor may mutually agree to extend the 45 day response time. c. If the City needs approval from the City Council to provide a written statement, the 45 days may be extended to 3 days following the next duly noticed public meeting pursuant to Public Contract Code Section 9204(d)(1)(C). d. If the City fails to timely respond to a claim or if Contractor disputes the City’s response, Contractor may submit a written demand for an informal meet and confer conference with the City to settle the issues in dispute. The demand must be sent via registered or certified mail, return receipt requested. Upon receipt, the City shall schedule the conference within 30 days. e. Within 10 business days following the informal meet and confer conference, the City shall submit to Contractor a written statement describing any issues remaining in dispute and that portion which is undisputed. Undisputed portions of the claim shall be processed and paid within 30 days of the written statement. Undisputed amounts not paid in a timely manner shall bear interest at 7% per annum. The issues remaining in dispute shall be submitted to non-binding mediation. If the City and Contractor mutually agree on a mediator, each party shall pay equal portions of all associated costs. If within 10 business days, the City and Contractor cannot agree on a mediator, each party shall select a mediator (paying all costs associated with their selected mediator), and those mediators shall select a qualified neutral third party to mediate the disputed Docusign Envelope ID: 866953F4-E5A4-4689-A8D3-8D7644511260 Docusign Envelope ID: 9EA80C42-8189-429B-8F30-85F8462CD7F8

OpenGov, Inc. 16 Version 11-15-24
issues. The City and Contractor shall pay equal portions of all associated costs of such third party mediator. f. Unless otherwise agreed by the City and Contractor, any mediation conducted hereunder shall excuse any further obligation under Public Contract Code Section 20104.4 to mediate after litigation has commenced. g. The City reserves all rights and remedies that it has pursuant to this Agreement, any associated plans and specifications, or at law or in equity which are not in conflict with Public Contract Code 9204. 30. CAPTIONS: The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. 31. COUNTERPARTS: This Agreement may be executed in any number of counterparts (including by fax, PDF, DocuSign, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 32. SIGNATORY: By signing this Agreement, signatory warrants and represents that they executed this Agreement in their authorized capacity and that by their signature on this Agreement, they or the entity upon behalf of which they acted, executed this Agreement. 33. CONTROLLING AGREEMENT: In the event of a conflict between the terms and conditions of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) and any other terms and conditions wherever contained, including, without limitation, terms and conditions included within exhibits, the terms and conditions of this Agreement shall control and be primary. 34. NONDISCRIMINATION – FEDERAL REQUIREMENTS: a. Provider certifies and agrees that it will not discriminate against any employee or applicant for employment because of race, color, religion, national origin, ancestry, sex, age, or condition or physical or mental handicap (as defined in 41 C.F.R. Section 60-741, et seq.), in accordance with requirement of state or federal law. Provider shall take affirmative action to ensure that qualified applicants are employed and that employees are treated during employment without regard to race, color, religion, national origin, ancestry, sex, age, or condition of physical or mental handicap in accordance with requirements of state and federal law. Such shall include, but not be limited to, the following: A. Employment upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation.

Docusign Envelope ID: 866953F4-E5A4-4689-A8D3-8D7644511260 Docusign Envelope ID: 9EA80C42-8189-429B-8F30-85F8462CD7F8

OpenGov, Inc. 17 Version 11-15-24
B. Selection for training, including interns and apprentices. (i) Provider agrees to post in conspicuous places in each of Provider’s facilities providing services hereunder, available and open to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. (ii) Provider shall, in all solicitations or advertisements for employees placed by or on behalf of Provider, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, national origin, ancestry, sex, age, or condition of physical or mental handicap, in accordance with requirements of state and federal law. (iii) Provider shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding a notice advising the labor union or workers’ representative of Provider’s commitments under this paragraph. (iv) Provider certifies and agrees that it will deal with its subcontractors, bidders, or vendors without regard to race, color, religion, national origin, ancestry, sex, age, or condition of physical or mental handicap, in accordance with requirement of state and federal law. (v) In accordance with applicable state and federal law, Provider shall allow duly authorized county, state and federal representatives access to its employment records during regular business hours in order to verify compliance with the anti-discrimination provisions of this paragraph. Provider shall provide such other information and records as such representatives may require in order to verify compliance with the anti-discrimination provisions of this paragraph. b. If the City finds that any of the provisions of this paragraph have been violated, the same shall constitute a material breach of Agreement upon which the City may determine to cancel, terminate, or suspend this Agreement. The City reserves the right to determine independently that the anti-discrimination provisions of this Agreement have been violated. In addition, a determination by the California Fair Employment Practices Commission or the Federal Equal Employment Opportunity Commission that Provider has violated state and federal anti-discrimination laws shall constitute a finding by the City that Provider has violated the anti-discrimination provisions of Agreement. c. Intentionally Omitted. d. Provider hereby agrees that it will comply with Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. Section 794), all requirements imposed by the applicable regulations, and all guidelines and interpretations issued pursuant thereto, to the end that no qualified handicapped person shall, on the basis of handicap, be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination under any program or activity of Provider receiving Federal Financial Assistance. In addition, Provider shall comply with the Uniform Federal Accessibility Standards, and Provider, Engineer, or Architect responsible for any design, construction or alteration shall certify compliance with those Standards. e. Provider’s attention is directed to laws, including but not limited to:

Docusign Envelope ID: 866953F4-E5A4-4689-A8D3-8D7644511260 Docusign Envelope ID: 9EA80C42-8189-429B-8F30-85F8462CD7F8

OpenGov, Inc. 18 Version 11-15-24
A. CIVIL RIGHTS/EQUAL OPPORTUNITY (i) Civil Rights Act of 1964. Under Title VII of the Civil Rights Act of 1964, no person shall, on the grounds of race, sex, religion, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance. (ii) Section 109 of the Housing and Community Development Act of 1974. No person in the United States shall, on the grounds of race, color, national origin, or sex, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with funds made available under this title. (iii) Section 109 of the Act further provides that any prohibition against discrimination on the basis of age under the Age Discrimination Act of 1975 (42 U.S.C. 6101 et seq.) or with respect to an otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794) shall also apply to any program or activity funded in whole or in part with funds made available pursuant to the Act. B. PROGRAM ACCESSIBILITY FOR INDIVIDUALS WITH DISABILITIES This Agreement is subject to laws and regulations concerning the rights of otherwise qualified individuals with handicaps for equal participation in, and benefit from federally assisted programs and activities, including but not limited to: (i) Americans with Disabilities Act of 1990 (ADA) (28 C.F.R. 35). Title II, Subpart A of the Americans with Disabilities Act of 1990 applies to all publicly funded activities and programs. Provider shall also comply with the public accommodations requirements of Title III of the ADA, as applicable. (ii) Nondiscrimination on the Basis of Handicap (24 C.F.R. 8). These regulations, which implement Section 504 of the Rehabilitation Act of 1973, as amended, and as cited in Section 109 of the Housing and Community Development Act, apply to all federally assisted activities and programs and are implemented through the regulations at 24 C.F.R. 8. (iii) Architectural Barrier Act of 1968. Any building or facility, excluding privately owned residential structures, designed, constructed, or altered with federal funds, shall comply with the Uniform Federal Accessibility Standards, 1984 (41 C.F.R. 3) and the Handicapped Accessibility Requirements of the State of California Title 24. The Consultant, Engineer or Architect responsible for such design, construction or alteration shall certify compliance with the above standards. (iv) In resolving any conflict between the accessibility standards cited in paragraphs (i), (ii) and (iii) above, the more stringent standard shall apply. 35. INTENTIONALLY OMITTED.

Docusign Envelope ID: 866953F4-E5A4-4689-A8D3-8D7644511260 Docusign Envelope ID: 9EA80C42-8189-429B-8F30-85F8462CD7F8

OpenGov, Inc. 19 Version 11-15-24

36. RESTRICTIONS ON LOBBYING – FEDERAL REQUIREMENT: This Agreement is subject to 24 C.F.R. 87 which prohibits the payment of Federal funds to any person for influencing or attempting to influence, any public officer or employee in connection with the award, making, entering into, extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or agreement. 37. INTENTIONALLY OMITTED 38. CONFIDENTIALITY “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. Provider’s Confidential Information includes, without limitation, the software underlying the Software Services, and all documentation. Confidential Information does not include: (a) data that City has previously released to the public; (b) data that City would be required to release to the public upon request under applicable federal, state, or local public records laws; (c) City Data that City requests Provider make available to the public in conjunction with the Software Services; (d) information that becomes publicly known through no breach by either party; (e) information that was rightfully received by a party from a third party without restriction on use or disclosure; or (f) information independently developed by the Receiving Party without access to the Disclosing Party’s Confidential Information. Each party agrees to obtain prior written consent before disclosing any of the other party's Confidential Information. Each party further agrees to use the other's Confidential Information only in connection with this Agreement. Each party further agrees to protect the other party's Confidential Information using the measures that it employs with respect to its own Confidential Information of a similar nature, but in no event with less than reasonable care. If a party is required to disclose Confidential Information by law or court order, they must notify the other party in writing before making the disclosure to give the other party an opportunity to oppose or limit the disclosure. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Docusign Envelope ID: 866953F4-E5A4-4689-A8D3-8D7644511260 Docusign Envelope ID: 9EA80C42-8189-429B-8F30-85F8462CD7F8

IN WITNESS WHEREOF, the parties have each caused this Agreement to be duly executed on its behalf as of the Effective Date. OPENGOV, INC. CITY OF ALAMEDA a Delaware corporation a municipal corporation NAME : Jennifer Ott TITLE: City Manager ______________________________ RECOMMENDED FOR APPROVAL NAME: TITLE: Justin Long Recreation and Parks Director APPROVED AS TO FORM: City Attorney Skitch W. Crosby Assistant City Attorney Docusign Envelope ID: 866953F4-E5A4-4689-A8D3-8D7644511260 Chief Legal Officer
Elise Cole
Sam Kramer
SVP, Finance
Docusign Envelope ID: 9EA80C42-8189-429B-8F30-85F8462CD7F8

OpenGov Inc.
660 3rd Street, Suite 100
San Francisco, CA 94107
United States
Order Form Number: OG-0143276
Created On: 11/15/2024 Prepared By: Kelly Ammons
Order Form Expiration: 12/20/2024 Email: [email protected] Subscription Start Date: 1/1/2025 Contract Term: 36 Months Subscription End Date: 12/31/2027
Customer Information
Customer: City of Alameda, CA Contact Name: Jodi Owens
Bill To/Ship To: 2263 Santa Clara Avenue, Room 220 Email: [email protected] Alameda, CA
United States
Order Details
Billing Frequency: Annually in Advance
Payment Terms: Net Thirty (30) Days
SOFTWARE SERVICES:

Product / Service Start Date End Date Annual Fee
Asset Management, Scenario Builder, Parks & Recreation Domain 1/1/2025 12/31/2025 $60,030.00) Asset Management, Scenario Builder, Parks & Recreation Domain 1/1/2026 12/31/2026 $63,031.50) Asset Management, Scenario Builder, Parks & Recreation Domain 1/1/2027 12/31/2027 $66,183.08) Annual Subscription Total: See Service Terms
PROFESSIONAL SERVICES:

Product / Service Description
OpenGov Deployment — One Time Fee (Prepaid Hours) Product configuration, setup, and training described in the attached SOW.

Professional Services Total: $42,975.00
Serivce Terms
Service Date: Amount:

January 1, 2025 $103,005.00) (Annual Software Fee + Professional Services) January 1, 2026 $63,031.50 (Optional Renewal)
January 1, 2027 $66,183.08 (Optional Renewal)
Billed Upon Completion $4,800.00 (Expense Reimburesments) Order Form Legal Terms
Fees for the Software Services and Professional Services shall be due and payable, in advance, 30 days from receipt of the invoice.

Exhibit A
Docusign Envelope ID: 866953F4-E5A4-4689-A8D3-8D7644511260 Docusign Envelope ID: 9EA80C42-8189-429B-8F30-85F8462CD7F8

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOSAUTOS ONLY

NON-OWNED

SCHEDULEDOWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-

STATUTE
PER

LIMITS(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR

CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE

DAMAGE TO RENTED
$PREMISES (Ea occurrence)

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY PRO-

JECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
12/5/2024
Arthur J. Gallagher Risk Management Services, LLC
1050 Crown Pointe Parkway, Suite 600
Atlanta GA 30338
Linda Smith
678-393-5228
678-393-5240
[email protected]
National Union Fire Insurance Company of Pittsburg
19445
AIU Insurance Company
19399
Cox Enterprises, Inc
OpenGov, Inc. & Cartegraph Systems, LLC
PO Box 105357
Atlanta GA 30348
713652141
A
X
4,500,000
X
4,500,000
X
XS of $500,000
5,000
X

SELF INSURED RET
4,500,000
30,000,000
X
Y
Y
GL3980281
2/29/2024
1/1/2025
6,000,000
A
A
A
10,000,000
X
X
X
Y
CA4888803
CA4888804
CA7281099
2/29/2024
2/29/2024
2/29/2024
1/1/2025
1/1/2025
1/1/2025
B
B
B
X
Y
WC080772120
WC080772121 (CA)
WC080772122
2/29/2024
2/29/2024
2/29/2024
1/1/2025
1/1/2025
1/1/2025
1,000,000
1,000,000
1,000,000
RE: Cox Operation: 0199 - OPENGOV
The City, its City Council, boards, commissions, officials, employees, and agents are an Additional Insureds as respects General Liability policy, pursuant to and subject to the policy's terms, definitions, conditions and exclusions. The insurance provided in the General Liability policy is primary and any other insurance shall be excess only, and not contributing. Waiver of Subrogation applies to Additional Insured's, as respects General Liability, Auto Liability and Worker's Compensation policies, pursuant to and subject to the policy's terms, definitions, conditions and exclusions.

City of Alameda, CA
2263 Santa Clara Avenue, Room 280
Alameda CA 94501-4477

CG 20 10 12 19 Insurance Services Office, Inc., 2018 Page 1 of 2 POLICY NUMBER:

GL3980281

COMMERCIAL GENERAL LIABILITY
CG 20 10 12 19

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - OWNERS, LESSEES OR

CONTRACTORS - SCHEDULED PERSON OR

ORGANIZATION
This endorsement modifies insurance provided under the following: COMMERCIAL

GENERAL LIABILITY COVERAGE PART

SCHEDULE

Name Of Additional Insured Person(s)
Or Organization(s)

Location(s) Of Covered Operations

ANY PERSON OR ORGANIZATION WHOM YOU BECOME

OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED

AS A RESULT OF ANY CONTRACT OR AGREEMENT
YOU HAVE ENTERED INTO.

PER THE CONTRACT OR AGREEMENT
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

1. Your acts or omissions; or

2. The acts or omissions of those acting on your
behalf;
in the performance of your ongoing operations for
the additional insured(s) at the location(s)
designated above.

However:

1. The insurance afforded to such additional
insured only applies to the extent permitted
by law; and

2. If coverage provided to the additional insured
is required by a contract or agreement, the
insurance afforded to such additional insured
will not be broader than that which you are
required by the contract or agreement to
provide for such additional insured.

B. With respect to the ins urance afforded to these
additional insureds, the following additional
exclusions apply:

This insurance does not apply to "bodily injury" or
"property damage" occurring after:

1. All work, including materials, parts or
equipment furnished in connection with such
work, on the project (other than service,
maintenance or repairs) to be performed by or
on behalf of the additional insured(s) at the
location of the covered operations has been
completed; or

2. That portion of "your work" out of which the
injury or damag e arises has been put to its
intended use by any person or organization
other than another contractor or
subcontractor engaged in performing
operations for a principal as a part of the
same project.

Page 2 of 2 ends

C. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III – Limits Of Insurance:

If coverage provided to the additional insured is
required by a contract or agreement, the most
we will pay on behalf of the a dditional insured is
the amount of insurance:

1. Required by the contract or agreement; or

2. Available under the applicable limits of
insurance;
whichever is less.

This endorsement shall not increase the
applicable limits of insurance.

POLICY NUMBER:

GL3980281

COMMERCIAL GENERAL LIABILITY
CG 20 37 12 19

THIS ENDORSEMENT CHANGES THE POLICY LEASE READ IT CAREFULLY.

ADDITIONAL INSURED - OWNERS, LESSEES OR

CONTRACTORS - COMPLETED OPERATIONS

This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED

OPERATIONS LIABILITY COVERAGE PART

SCHEDULE

Name Of Additional Insured Person(s)
Or Organization(s)

Location And Description Of Completed Operations

ANY PERSON OR ORGANIZATION WHOM YOU

BECOME OBLIGATED TO INCLUDE AS AN

ADDITIONAL INSURED AS A RESULT OF ANY

CONTRACT OR AGREEMENT YOU HAVE ENTERED
INTO.

PER THE CONTRACT OR AGREEMENT
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

A. Section II – Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury" or
"property damage" caused, in whole or in part, by
"your work" at the location designated and
described in the Schedule of this endorsement
performed for that additional insured and
included in the "products -completed operations
hazard".

However:

1. The insurance afforded to such additional
insured only applies to the extent permitted
by law; and

B. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III – Limits Of Insurance:

If coverage provided to the additional insured is
required by a contract or agreement, the most
we will pay on behalf of the additional insured is
the amount of insurance:

1. Required by the contract or agreement; or

2. Available under the applicable limits of
insurance;
whichever is less.

This endorsement shall not increase the
applicable limits of insurance.

CG 20 37 12 19 Insurance Services Office, Inc., 2018 Page 1 of 1 01/01/2024

ENDORSEMENT
This endorsement, effective 12:01 A.M. 01/01/2024 forms a part of Policy No. GL 398-02-81 issued to COX ENTERPRISES, INC.

NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

LIMITED ADVICE OF CANCELLATION PROVIDED VIA E-MAIL TO

ENTITIES OTHER THAN THE FIRST NAMED INSURED
This policy is amended as follows:

In the event that the Insurer cancels this policy for any reason other than non- payment of premium, and

1. the cancellation effective date is prior to this policy's expiration date;

2. the First Named Insured is under an existing contractual obligation to notify a certificate holder when this policy is canceled (hereinafter, the "Certificate Holder(s)") and has pro
vided to the Insurer, either directly or through its broker of record, the email address of a contact at each such entity; and

3. the Insurer received this information after the First Named Insured receives notice of cancellation of this policy and prior to this policy's cancellation effective date, via an electronic spreadsheet that is acceptable to the Insurer, the Insurer will provide advice of cancellation (the "Advice") via e- mail to each such Certificate Holders within [30] days after the First Named Insu red provides such information to the Insurer ; provided, however, that if a specific number of days is not stated above, then the Advice will be provided to such Certificate Holder(s) as soon as reasonably practicable after the First Named Insured provides such information to the Insurer.

Proof of the Insurer emailing the Advice, using the information provided by the First Named Insured , will serve as proof that the Insurer has fully satisfied its obligations under this endorsement.

This endorsement does not affect, in any way, coverage provided under this policy or the cancellation of this policy or the effective date thereof, nor shall this endorsement invest any rights in any entity not insured under this policy.

The following Definitions apply to this endorsement:

1. First Named Insured means the Named Insured shown on the Declarations Page of this policy.

2. Insurer means the insurance company shown in the header on the Declarations page of this policy.

All other terms, conditions and exclusions shall remain the same. 107414 (03/11)

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOSAUTOS ONLY

NON-OWNED

SCHEDULEDOWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-

STATUTE
PER

LIMITS(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR

CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE

DAMAGE TO RENTED
$PREMISES (Ea occurrence)

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY PRO-

JECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
ATL-005946331-01
SIR
ATLANTA, GA 30326
N
1 02/15/2024
E&O and Cyber
A
12/18/2024
50,000
5,000,000
Alameda, CA 94501-4477
City of Alameda, CA
CN102142070--CE&O-24-25
Limit
29530
02/15/2025

TWO ALLIANCE CENTER
MARSH USA, LLC.
3560 LENOX ROAD, SUITE 2400
OpenGov, Inc.

Cox Enterprises, Inc.

Atlanta, GA 30348
PO Box 105357,
C-4LPE-040432-CYBER-2024
2263 Santa Clara Avenue, Room 280
Coalition Insurance Solutions, Inc.

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:

FORM TITLE:

ADDITIONAL REMARKS

ADDITIONAL REMARKS SCHEDULE
Page of
AGENCY CUSTOMER ID: LOC #:

AGENCY

CARRIER

NAIC CODE

POLICY NUMBER

NAMED INSURED
EFFECTIVE DATE:
2 2
SIR: $50,000 �
Atlanta
Dates: 02/15/2024 - 02/15/2025�
Policy Number: C-4LPE-040432-CYBER-2024 �
Limits: $5,000,000�
�
Cyber Coverage:�
��
Carrier: Coalition �
�
Certificate of Liability Insurance
CN102142070
MARSH USA, LLC.�
OpenGov, Inc.�
Cox Enterprises, Inc.�
Atlanta, GA 30348
PO Box 105357,�
25

Alameda City CouncilJanuary 7, 2025

Alameda City Council
January 7, 2025