11/12/24
FIRST AMENDMENT TO AGREEMENT
This First Amendment of the Agreement, entered into this ___ day of ____ 2026, by and between the CITY OF ALAMEDA, a municipal corporation (hereinafter "the City") and OPENGOV, INC., a Delaware corporation whose address is 660 3rd Street, Suite 100, San Francisco, CA 9 4107, (hereinafter "Provider"), i s made w ith reference to the following:
RECITALS:
A. On July 1, 2025, an agreement was entered into by and between the City and Provider (hereinafter "Agreement") in an amount not to exceed $143,546.91, to provide software services for the Finance Department to build the budget, manage workforce planning and integrate financial information across platforms through the Budget and Planning module.
B. Whereas the Agreement provides that it will terminate on June 30, 2026, but may be extended by agreement of both parties.
C. City and Provider w ish t o e xtend the t erm of t he A greement a nd m ake other modifications to the Agreement as provided h erein.
D. The proposed compensation under the Agreement, as amended, exceeds the authority of the City Manager and City Council authorized the City Manager to execute this First Amendment on July1, 2026 .
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:
1. Paragraph 1, TERM, of the Agreement is modified to read as follows:
Th
e term of this Agreement shall commence on the 1st day of July 2025, and shall terminate on the 30th day of June 2029, unless terminated earlier as set forth herein.
2. Paragraph 2, COMPENSATION, of the Agreement is modified to read as follows:
F
ees 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. The total compensation for the work under this Agreement , as amended, is not to exceed $618,705.13 [$143,546.91 (annual subscription for fiscal year 2026), $150,724.25 (annual subscription for fiscal year 202 7), $158,260.48 (annual subscription for fiscal year 2028), and $166,173.49 (annual subscription for fiscal year 2029)].
3. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. 11/12/24
Si
gnatures on following
page
11/12/24
IN
WITNESS WHEREOF, the parties have each caused this Agreement to be duly executed on its behalf as of the Effective Date.
OPE
NGOV, INC. CITY OF ALAMEDA
A Delaware Corporation a municipal corporation
Sam Kramer Ross McCarthy
Chief Financial Officer Finance Director
Mi chael Roush Craig Wickersham
General
Counsel Special Counsel
Docusign Envelope ID: 15AC66FD-E6C6-89D9-813F-DAC20E9EA26E Docusign Envelope ID: EFEA929A-6155-4930-94F6-2823B522824E Docusign Envelope ID: 4114B65A-4F6D-8C3A-836C-C3BDB5638371 ______________________________
Adam Politzer
Interim City Manager
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
12/18/2025
Arthur J. Gallagher Risk Management Services, LLC
1050 Crown Pointe Parkway, Suite 600
Atlanta GA 30338
Bianca Walsh
678-393-5274
[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
1048804339
A
X
5,000,000
X
5,000,000
5,000
5,000,000
30,000,000
X
Y
Y
GL3609413
1/1/2026
1/1/2027
6,000,000
A
A
10,000,000
X
X
X
Y
CA4888803
CA7281099
1/1/2026
1/1/2026
1/1/2027
1/1/2027
B
B
X
Y
WC080772120
WC080772122
1/1/2026
1/1/2026
1/1/2027
1/1/2027
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
Alameda CA 94501-4477
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
Name Of Person(s) Or Organization(s):
PURSUANT TO THE APPLICABLE WRITTEN CONTRACT OR AGREEMENT YOU ENTER INTO CO
MMERCIAL GENERAL LIABILITY POLICY
NUMBER:
GL3609413
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY
AGAINST OTHERS TO US (WAIVER OF SUBROGATION)
T
his endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR
LIABILITY COVERAGE PART
POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION
LIABILITY LIMITED COVERAGE PART DESIGNATED SITES
PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND
STORAGE TANK POLICY DESIGNATED TANKS
SCHEDULE
The following is added to Paragraph 8. Transfer Of
Rights Of Recovery Against Others To Us of Section
IV – Conditions:
We waive any right of recovery against the person(s)
or organization(s) shown in the Schedule above
because of payments we make under this Coverage
Part. Such waiver by us applies only to the extent
that the insured has waived its right of recovery
against such person(s) or organization(s) prior to
loss. This endorsement applies only to the person(s)
or organization(s) shown in the Schedule above.
CG 24 04 12 19 Insurance Services Office, Inc., 2018 Page 1 of 1
ENDORSEMENT
This endorsement, effective 12:01 A.M. 01/01/2026 forms a part of Policy No. GL 360-94-13 issued to COX ENTERPRISES, INC.
By NAT
IONAL 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 provided 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)
POLICY NUMBER: CO MMERCIAL 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
2. If coverage provided to the additional insure
d
i
s 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 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 1 360-94-13
POLICY NUMBER: COMMERCIAL GENERAL LIABILITY
CG 20 26 12 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - DESIGNATED
PERSON OR ORGANIZATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name Of Additional Insured Person(sl Or Organization(s):
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.
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",
"property damage" or "personal and advertising
injury" caused, in whole or in part, by your acts
or omissions or the acts or omissions of those
acting on your behalf:
1. In the performance of your ongoing
operations; or
2. In connection with your premises owned by
or rented to you.
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 insurance afforded to these
additional insureds, the following is added to
Section Ill - 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 26 12 19 4:1 Insurance Services Office, Inc., 2018 Page 1 of 1 360-94-13
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)
© 1988-2016 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED
AUTOS ONLY
ATL-005942096-04
SIR
ATLANTA, GA 30326
N
2 02/15/2026
E&O and Cyber
A
02/17/2026
0199
50,000
5,000,000
RE:Customer Services Agreement, Cox Operation: 0199 - OPENGOV Alameda, CA 94501-4477
City of Alameda, CA
CN102142070--CE&O-26-27
Limit
02/15/2027
TWO ALLIANCE CENTER
MARSH USA, LLC.
3560 LENOX ROAD, SUITE 2400
OpenGov, Inc.
Cox Enterprises, Inc.
Atlanta, GA 30348
PO Box 105357,
ESO0040696988
2263 Santa Clara Avenue, Room 280
Certain Underwriters at Lloyd's