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OpenGov Inc. 8 Version 03-05-25
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, at its sole expense, 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 the 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”). a. 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.
b. 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 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:
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OPENGOV, INC.
CERTIFICATE OF DELEGATION OF AUTHORITY
The undersigned, being the currently serving officer of OpenGov, Inc., a Delaware corporation (the “Corporation”), whose title is set forth below, hereby dele gates the following signatory authority to the person(s) set forth below, pursuant to that certain OpenGov, Inc. Amended and Restated Signatory and Approval Chart of Authority (the “Chart of Authority ”), as approved by t he Board of Directors of the Corporation (the “Board”) by unanimous written consent on October 29, 2024.
Delegated Individual: Joe Lane
Individual’s Title: Sr. Director, Finance & Strategy
Type of Authority Delegated: Signatory authority on customer contracts Limitations on Delegated Authority (if any): Contracts must be approved by legal IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate in their capacity as the below serving officer of the Corporation.
Name: Sam Kramer
Title: SVP, Finance
Date: November 22, 2024
OpenGov Inc.
660 3rd Street, Suite 100
San Francisco, CA 94107
United States
Order Form Number: Q-06028 Prepared By: Nazia Gangani Created On: 06/03/2025 Email: [email protected] Order Form Expiration: 06/30/2025 Contract Term: 12 Months Subscription Start Date: 07/01/2025
Subscription End Date: 06/30/2026
Customer Information:
Customer: City of Alameda, CA Contact Name: Ross McCarthy Bill To/Ship To: 2263 Santa Clara Avenue,
Room 220
Email: [email protected]
Alameda, California Phone:
94501-4477
United States
Order Details:
Billing Frequency: Annual
Payment Terms: Net 30 Days
SOFTWARE SERVICES:
Product Name Start Date End Date Annual Fee
Budgeting & Planning 07/01/2025 06/30/2026 $143,546.91
Customer Billing/Service Periods:
Period: Total:
07/01/2025 $143,546.91
Order Form Legal Terms:
)ees for the Software Services and Professional Services shall be due and payable, in advance, 30 days from receipt of the invoice.
([KLELW$
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 e ndorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A st atement 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 PERIO D 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
01/01/2026
25,000
19445
XSM G7177160A 006
15,000,000
X
A
$10,000,000Excess Liability
01/01/2025
CN102142070-OG-Umb.-25-26
20699
01/01/2026
ATL-005723816-04
12/30/2024
0 $10,000,000
X
Aggregate
01/01/2025
X
Each Occurrence
20597603
OpenGov, Inc.
Cox Enterprises, Inc.
Atlanta, GA 30348
PO Box 105357,
National Union Fire Ins Co. of Pittsburgh PA
TWO ALLIANCE CENTER
MARSH USA, LLC.
ATLANTA, GA 30326
3560 LENOX ROAD, SUITE 2400
ACE Property & Casualty Insurance Company
N
Alameda,, CA 94501-4477
City of Alameda, CA
2263 Santa Clara Avenue, Room 220
B
15,000,000
LKC 6/16/25
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 e ndorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A st atement 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 PERIO D 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
0199 29530
C-4LPE-040432-CYBER-2025 5,000,000E&O and Cyber
CN102142070--CE&O-25-26
02/14/2026
ATL-005942096-04
02/12/2025
2 50,000SIR
02/14/2025 Limit
RE:Customer Services Agreement, Cox Operation: 0199 - OPENGOV OpenGov, Inc.
Cox Enterprises, Inc.
Atlanta, GA 30348
PO Box 105357,
Coalition Insurance Solutions, Inc.
TWO ALLIANCE CENTER
MARSH USA, LLC.
ATLANTA, GA 30326
3560 LENOX ROAD, SUITE 2400
N
Alameda, CA 94501-4477
City of Alameda, CA
2263 Santa Clara Avenue, Room 280
A
LKC 6/16/25
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 e ndorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A st atement 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 PERIO D 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
12/26/2024
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
626821740
A X 5,000,000
X 5,000,000
5,000
5,000,000
30,000,000
X
Y Y GL3609413 1/1/2025 1/1/2026
6,000,000
A
A
10,000,000
X
X X
Y CA4888803
CA7281099
1/1/2025
1/1/2025
1/1/2026
1/1/2026
B
B
B
XY WC080772120
WC080772121 (CA)
WC080772122
1/1/2025
1/1/2025
1/1/2025
1/1/2026
1/1/2026
1/1/2026
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
LKC 6/16/25
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POLICY NUMBER: 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 liabilit y for "bodily injury" or
"property damage" caused, in whole or in part, by
"your work" at the loca tion 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 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 insu rance afforded to these
additional insureds, the following is added to
Section III – Limits Of Insurance:
If coverage provided to the additional insured is
r e q u i r e d b y a c o n t r a c t o r a g r e e m e n t , t h e m o s t 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 */
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
COMMERCIAL GENERAL LIABILITYPOLICY
NUMBER:
GL
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY
AGAINST OTHERS TO US (WAIVER OF SUBROGATION)
This 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 reco very 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. 01/01/202 forms a part of Policy No. GL
issued to COX ENTERPRISES, INC.
By 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 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 Insured 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 sh all 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 )
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.
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:
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 insurance 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 damage 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.
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
r e q u i r e d b y a c o n t r a c t o r a g r e e m e n t , t h e m o s t 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.
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 . S e c t i o n I I – W h o I s A n I n s u r e d 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 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 III – Limits Of Insurance:
If coverage provided to the additional insured is
r e q u i r e d b y a c o n t r a c t o r a g r e e m e n t , t h e m o s t 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. 01/01/202 forms a part of Policy No. GL 398-02-81 issued to COX ENTERPRISES, INC.
By 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 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 Insured provides such information to the Insurer; provided, however, that if a specific number of days is not st ated 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 )
ACORD 101 (2008/01)
The ACORD name and logo are registered marks of ACORD
© 2008 ACORD CORPORATION. All rights reserved.
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:
22 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
DocuSignEnvelopeID: CD082159-364A-4965-9845-B9075A954AA8
AMENDMENT TO AGREEMENT
This Amendmentof the Agreement,entered into this day of , 2020, by and between the CITY OF ALAMEDA, a municipal corporation (hereinafter "City") and OPENGOV,INC. a Delaware corporation,whose address is 955 Charter Street, Redwood City, CA 94063, (hereinafter "Provider"), is made with reference to thefollowing:
RECITALS:
A. On June 11,2019 an agreement was entered into by and between City and Provider (hereinafter "Agreement") in an amount not to exceed $114,438.
B. City and Provider desire to modify the Agreement on the terms and conditions set forth herein.
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:
The term of this Agreement shall commence on the 11th day of June, 2019, and shall terminate on the 30th day of June 2025, unless terminated earlier as set forth herein.
2. Paragraph2, SERVICESTO BE PERFORMED,is modifiedto add thefollowing:
Provideragrees to do all necessarywork at its own cost andexpense,to furnish all labor, tools, equipment,materials,exceptas otherwisespecified,and to do all necessaryprofessional servicesworkincludedin the newStatementof Workin FxhihitD The Provideracknowledges thatthe workplan includedin ExhibitD (Statementof Work)is tentativeand does not committhe City to request Provider to perform all tasks included therein.
3. Paragraph 3, COMPENSATION TO PROVIDER, is modified to read as follows:
b. The total annual compensation for the work under this Amendment is not to exceed $195,041.08 is further described in the Order Form attached hereto as Exhibit C, incorporatedherein. The Billing Table outlinesthe fixed annual rate of $134,156.00in the four years to follow Year 1 of the Agreement. Total five-year compensationshallnotexceed$731,665.08.Providershallincreasethefees payable for theSoftwareServicesfor each suchadditionalyear by4% from the prior year's fee.
4. The following sections are added to the Agreement:
26. COUNTERPARTS:
This Agreementmaybe executedin anynumberof counterparts(includingby fax, PDF, 06/10/03
AMEND.AGR
DocuSignEnvelopeI'D: CD082159-364A-4965-9845-B9075A954AA8 DocuSign,or otherelectronicmeans),each of which shallbedeemedan original,butallof which shall constitute one and the same instrument.
27. SIGNATORY:
By signingthis Agreement,signatorywarrantsandrepresentsthathe/she executedthis Agreementin his/her authorizedcapacityand that byhis/hersignatureon this Agreement,he/she or the entity upon behalf of which he/she acted, executed this Agreement.
28. CONTROLLING AGREEMENT;
In the event of a conflict between the terms and conditions of this Agreement 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.
5. 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. 06/10/03
AMEND.AGR
Signaturesonfollowing page
DocuSignEnvelopeID: CD082159-364A-4965-9845-B9075A954AA8 IN WITNESSWHEREOF,theparties hereto have causedthis modificationof Agreement to be executed on the day and year first above written. nPENfiOV, INC
A Delaware Corporation
f DocuSigned by:
By*¥autrFT"TJenton
Title: CFO
—DocuSigned by:
^OI5IAD917IBe»4C...
By: Sean Wani
Title: General Counsel
06/10/03
AMEND.AGR
CITY OF ALAMEDA
A Municipal Corporation
By: Eric J. Levitt
Title: City Manager
RECOMMENDED FOR /
By: Carolyn Hogg
Title: IT Director
APPROVED AS TO FORM:
City Attorney ,,
By: Alan M. Cohen
Title: Assistant City Attorney
<j.C^~
DocuSign Envelope ID: CD082159-364A-4965-9845-B9075A954AA8 0OPENGOV
Created On: 4/6/2020
Order From Expiration 6/30/2020
Subscription Start Date:2/1/2020
Subscription End Date: 6/30/2025
Customer Infonnatioii
Customer: City of Alameda, CA
Bill To/Ship To: 2263 Santa Clara Avenue, Room 220
Alameda, CA 94501
^^^^^^^^^^^^ United States
Order Details
Billing Frequency: Annual
Payment Terms: Net Thirty (30) Days
IBM
Exhibit D
OpenGov Inc 955 Charter Street
Redwood Cily, CA 94063
United Stales
Prepared By:
Email:
Zach Garelik
zgareliktftopengov.com
Billing Contact: Carolyn Hogg
Email: [email protected]
Phone: 510-747-7495
Contact Name:
Email:
Phone:
Carolyn Hogg
[email protected]
510-747-7495
SOFTWARESERVICES: ^___a^^____m__^^__m____m
Product / Service -:
Transparency and Story Builder
Transparency and Story Builder
Communications& Reporting UpgradeperformanceMeasures,EnterpriseIntegration) Communications& ReportingUpgrade ('er/urmanceMeasures.EnterpriseIntegration) Open Town Hall
Open Town Hall
Budgetingand Planning Upgrade(Urn/getBulkier, WorkforcePlanning.FinancialIntegration) Description: See Billing Table Below
SlartJ>ate End Date Annual ^erin
2/1/2020 6/30/2020 Prorated
7/1/2020 6/30/2025 5
6/11/2020 6/30/2020 Prorated
7/1/2020 6/30/2025 5
11/1/2020 6/30/2021 Prorated
7/1/2021 6/30/2025 <!
7/1/2020 6/30/2025 5
Annual Subscription Total:
Annual Fee
$3,750.00
S9.000.00
$3,321.75
$60,788.00
$6,933.33
510,000.00
S54.368.00
$134,156.00
PROFESSIONAL SERVICES:
Product /Service
OpeuGo\ Deployment — One Time Fee
BudgetingandPlanningl tpgrade
Description -JHBhHBB HHBHI^H
Productconfigurationand setup,training,and ongoingsupportto helporganizationsdeployand adopl die OpenGov solulions described in the attached SOW Professional Services Total: $56,880 00
Billing Tabic!,
Annual Term Billing Date Amount Due Total Amount
Yearl
February 1,2020
July 1,2020
November 1.2020
S7.071.73
S181,036 00
S6.933.33
5195,041 08
Year 2 July 1.2021 5134.156.00 $134,156.00
Year 3 July 1,2022 $134,156.00 $134,156.00
Year 4 July 1,2023 $134,156.00 $134,156.00
Year 5 July 1,2024 3134,156 00 S134.156 00
I'^riSlflHBHHHflHfllliflBHHHHBflH^HH
Welcometo OpenGov! Thanksfor usingourSoftware Services.This OrderForm is enteredintobetweenOpenGov,Inc., withits principalplaceof businessat 955CharterStreet, RedwoodCity,94063("OpenGov"),and you,the entity identifiedabove("Customer"),as of theSubscriptionStart Date.This OrderFormincludesand incorporatesthe OpenGov SoftwareServicesAgreementdatedDecember7, 2018providedthat tlicpartiesagree to deleteSection10.1 of die SoftwareServicesAgreement,and the Statementof Work("SOW") attached and incorporatedherein The Order Form,Software Services Agreementand SOW shall hereafterbe referred to as the "Agreement".Unless otherwisespecified above, fees fortl SoftwareServicesand ProfessionalServicesshall be due and payable,inadvance,on theSubscriptionStart Date. Bysigningthis Agreement,Customeracknowledgesthat it has reviewo and aurees to be lepallv bound bv, the Agreement.
City of Alameda CA
Signature:
Name
Date:
Approved as to Form
Alan M. Cohen /
Assistant CityAttorney
fe<p^—
OpenCoY, Inc.
Signature
—DocuSigned by:
Name:
PaW-'H^eotWWff
CFO
0^4/22/2020
Exhibit C
Created On: 4/6/2020Order From Expiration: 6/30/2020 Prepared By: Zach GarelikSubscription Start Date: 2/1/2020 Email: [email protected] End Date: 6/30/2025 Customer Information Customer: Contact Name:Carolyn Hogg Billing Contact:Carolyn Hogg Bill To/Ship To: Email: [email protected]:[email protected]: 510-747-7495 Phone:510-747-7495 Order Details
Billing Frequency:Annual Description: See Billing Table Below Payment Terms: Net Thirty (30) Days SOFTWARE SERVICES:
Start DateEnd DateAnnual Term Annual Fee
2/1/20206/30/2020Prorated $3,750.00
7/1/20206/30/2025 5 $9,000.00
6/11/20206/30/2020Prorated $3,321.75
7/1/20206/30/2025 5 $60,788.00
Open Town Hall 11/1/20206/30/2021Prorated $6,933.33
Open Town Hall 7/1/20216/30/2025 4 $10,000.00
7/1/20206/30/2025 5 $54,368.00
Annual Subscription Total: $134,156.00
PROFESSIONAL SERVICES: Total
Professional Services Total: $56,880.00
Annual TermBilling DateAmount DueTotal AmountFebruary 1, 2020$7,071.75Year 1 July 1, 2020$181,036.00$195,041.08 November 1, 2020$6,933.33 Year 2 July 1, 2021$134,156.00$134,156.00
Year 3 July 1, 2022$134,156.00$134,156.00
Year 4 July 1, 2023$134,156.00$134,156.00
Year 5 July 1, 2024$134,156.00$134,156.00
OpenGov, Inc.
Signature: Signature:
Name: Name:
Title: Title:
Date: Date:
OpenGov Inc. 955 Charter Street Redwood City, CA 94063United States Transparency and Story Builder
Welcome to OpenGov! Thanks for using our Software Services. This Order Form is entered into between OpenGov, Inc., with its principal place of business at 955 Charter Street, Redwood City, 94063 (“OpenGov”), and you, the entity identified above (“Customer”), as of the Subscription Start Date. This Order Form includes and incorporates the OpenGov Software Services Agreement dated December 7, 2018 provided that the parties agree to delete Section 10.1 of the Software Services Agreement, and the Statement of Work ("SOW") attached and incorporated herein. The Order Form, Software Services Agreement and SOW shall hereafter be referred to as the "Agreement". Unless otherwise specified above, fees for the Software Services and Professional Services shall be due and payable, in advance, on the Subscription Start Date. By signing this Agreement, Customer acknowledges that it has reviewed, and agrees to be legally bound by, the Agreement.
City of Alameda, CA
City of Alameda CA
Transparency and Story Builder
Billing Table:
Order Form Legal Terms
2263 Santa Clara Avenue, Room 220Alameda, CA 94501United States Product / Service
Communications & Reporting Upgrade (Performance Measures, Enterprise Integration) Communications & Reporting Upgrade (Performance Measures, Enterprise Integration) Product / Service
Budgeting and Planning Upgrade (Budget Builder, Workforce Planning, Financial Integration) Description
OpenGov Deployment — One Time FeeBudgeting and Planning Upgrade Product configuration and setup, training, and ongoing support to help organizations deploy and adopt the OpenGov solutions described in the attached SOW.
DocuSignEnvelope ID: 625E62BE-6DBD-4AF7-A844-6112D5D549E4
SERVICE PROVIDER AGREEMENT
THIS SERVICE PROVIDER AGREEMENT ("Agreement") is entered into this day of _, 2019,by andbetweenCITYOF ALAMEDA,a municipalcorporation(the"City"), and OPENGOV, INC. (a Delaware corporation), whose address is 955 Charter Street, Redwood City, CA 94063 (the "Provider"), in reference to the following:
RECITALS:
A. 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 ofthe following services: additional modules ofthe OpenGov platform, which is currently in use, that include Citizen Engagement and Operational Performance Management enhancing the city's community engagement efforts currently being performed through the Open Town Hall platform, called Open Forum. Pricing in the fee schedule (Exhibit B) is at or below the NASPO price list offered by a NASPO vendor authorized to sell the OpenGov platform.
C. Provider is specially trained, experienced and competent to perform the special services which will be required by this Agreement.
D. City and Provider desire to enter into an agreement for services provided in Exhibit A (Scope of Work), upon the terms and conditions herein.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:
1. TERM:
The term of this Agreement shall commenceon the day of 2019, and shall terminate on the^ day of 2020, unless terminated earlier as set forth herein.
This Agreement may be mutually extended on a year-by-year basis, for up to four (4) additionalyears,at the solediscretionof the CityManager,based, at aminimum,upon satisfactory performance of all aspects of this Agreement. The City Manager may submit written notice that the Agreementis to beextendedat the sameterms andcompensationas theexistingAgreement.
2. SERVICES TO BE PERFORMED:
Provider agrees to do all necessary work at its own cost and expense, to furnish all labor, tools, equipment, materials, except as otherwise specified, and to do all necessary professional services work included in the Statementof Work in Exhibit A. The Provider acknowledgesthat the work plan includedin ExhibitA (Statementof Work) is tentativeand does not committhe City to request Provider to perform all tasks included therein.
3. COMPENSATION TO PROVIDER:
OpenGov Inc. 1 Version 03-13-18
DocuSign Envelope ID: 625E62BE-6DBD-4AF7-A844-6112D5D549E4 a. Pricing and accounting of charges are to be according to the fee schedule as set forth in Exhibit B and incorporated herein by this reference. b. The total compensation for the work under this Agreement is not to exceed $114,438 (annual subscription of $60,788, plus one time annual consulting fee of $53,650).
Provider shall increase the fees payable for the Software Services for each such additional year by 4% from the prior year's fee.
4. TIME IS OF THE ESSENCE:
Provider and City agree that time is of the essence regarding the performance of this Agreement.
5. STANDARD OF CARE:
Provider agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals or service providers, as applicable, in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City.
6. INDEPENDENT PARTIES:
Provider hereby declares that Provider is engaged as an independentbusiness and Provider agrees to perform the services as an independentcontractor. The manner and meansof conducting the services and tasks are under the control ofProvider, except to the extent they are limitedby 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 providedby City to its employees,includingbut not limited tounemploymentinsurance,workers' compensationplans, vacationand sick leave areavailablefrom City toProvider,its employeesor agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associatedwith an employer-employeerelationshipfrom anycompensationdue toProvider. Paymentsof the aboveitems,if required,are theresponsibility of Provider.
7. IMMIGRATION REFORM AND CONTROL ACT flRCA):
Provider assumes any and all responsibilityfor verifying the identity and employment authorizationof all of itsemployeesperformingworkhereunder,pursuantto allapplicableIRCA or other federal, or state rules and regulations. Providershall indemnify,defend, and hold City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Provider.
& NON-DISCRIMINATION:
Consistent with City's policy and state and federal law that harassment and discrimination are unacceptableconduct,Provideragreesthat harassmentor discriminationdirectedtowardajob applicant, a City employee, or a citizen by Provider or Provider's employee on the basis of race, religiouscreed,color,nationalorigin,ancestry,handicap,disability,maritalstatus,pregnancy,sex, age, or sexual orientation will not be tolerated. Provider agrees that any and all violations of this provision shall constitute a material breach of this Agreement.
OpenGov Inc. 2 Version 03-13-18
DocuSign Envelope ID: 625E62BE-6DBD-4AF7-A844-6112D5D549E4
9. HOLD HARMLESS:
a. Subject to the limitation set forth in Section 9 of the Software Services Agreement, Provider shall indemnify, defend, and hold harmless the City, its City Council, boards, commissions, officials, employees, and volunteers ("Indemnitees") from and against any and all loss, damages, liability, claims, suits, costs and expenses whatsoever, including reasonable attorneys' fees ("Claims"), arising from or in any manner connected to Provider's negligent act or omission, whether alleged or actual, regarding performance of services or work conducted or performed pursuant to this Agreement. If Claims are filed against Indemnitees which allege negligence on behalf of the Provider, Provider shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence is not found on the part of Provider.
However, Provider shall not be obligated to indemnify Indemnitees from Claims arising from the sole negligence or willful misconduct of Indemnitees.
b. Indemnification for Claims for Professional Liability Only: 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 Indemnities shall expressly survive the expiration or early termination of this Agreement.
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 subsections 10A, B, C and D. 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 ten (10) days' advance written notice to the Cityof Alameda. Attention: Risk Manager." b. It is agreed that Provider shall maintain in force at all times during the performanceof this Agreementall appropriatecoverageof insurancerequiredby this Agreement with an insurance company that is acceptable to City and licensed to do insurance business in the State of California. Endorsements naming the City, its City Council, boards, commissions, officials, employees, and volunteers as additional insured shall be submitted with the insurance certificates.
A. COVERAGE:
Provider shall maintain the following insurance coverage:
(1) Workers' Compensation:
Statutory coverage as required by the State of California. (2) Liability:
OpenGov Inc. 3 Version 03-13-18
DocuSign Envelope ID: 625E62BE-6DBD-4AF7-A844-6112D5D549E4 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 aggregate limits in the amounts of $2,000,000 will be considered equivalent to the required minimum limits shown above.
(3) Automotive:
Comprehensive automobile liability coverage (any auto) in the following minimum limits:
Bodily injury: $1,000,000 each occurrence
Property Damage: $1,000,000 each occurrence
or
Combined Single Limit: $2,000,000 each occurrence
(4) Cyber Liability:
Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Provider in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasionofprivacy 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.
$3,000,000 per occurrence or claim
$3,000,000 per aggregate
B. SUBROGATION WAIVER:
Provider agrees that in the eventof loss due to any of the perils for which it has agreed to provide comprehensivegeneral and automotiveliability insurance, Provider shall look solely to its insurance for recovery. Provider hereby grants to City, on behalf of any insurer providing comprehensivegeneral and automotive liability insurance to either Provider or City with respect to the services of Provider herein, a waiver of any right to subrogation which any such insurer of said Provider may acquire against City by virtueof the payment of any loss under such insurance.
C. FAILURE TO SECURE:
If Provider at any time during the term hereof should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Provider's name or as an agent of the Provider and shall be compensated by the Provider for the costs of the insurance OpenGov Inc. 4 Version 03-13-18
DocuSignEnvelope ID: 625E62BE-6DBD-4AF7-A844-6112D5D549E4 premiumsat the maximumrate permittedby law and computedfrom the date writtennotice is received that the premiums have not been paid.
D. ADDITIONAL INSURED:
City, its CityCouncil,boards,commissions,officials,employees,and volunteersshallbe named as an additional insured under all insurance coverages, except worker's compensation and professionalliability insurance. The namingof an additionalinsured shall not affect any recovery to which such additional insured would be entitled under this policyifnot 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.
E. SUFFICIENCY OF INSURANCE:
The insurance limits required by 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.
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 requires 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.
12. PROHIBITION AGAINST TRANSFERS:
a. Provider shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operationof law or otherwise, without prior written notice to the City Manager. Provider shall submit the notice to transfer to the City Manager within thirty (30) days of the desired transfer.
b. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Provider, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Provider is a partnership or joint venture or syndicate or cotenancy, 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 the corporation.
13. APPROVAL OF SUB-PROVIDERS:
a. Only those persons and/or businesses whose names and resumes are attached to this Agreement shall be used in the performance of this Agreement. However, if after the start of this Agreement, Provider wishes to use sub-providers, at no additional costs to the City, then Provider shall submit a written request for consent to add sub-providers including the names of the sub- providers and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in his/her sole and absolute discretion.
OpenGov Inc. 5 Version 03-13-18
DocuSignEnvelopeID: 625E62BE-6DBD-4AF7-A844-6112D5D549E4 b. Each sub-provider shall be requiredto furnish proof of workers' compensation insurance and shall also be required to carry general, automobile and professionalliability insurance(as applicable)in reasonableconformityto the insurancecarriedby the Provider. In addition,anytasks or servicesperformedby sub-providersshall be subjectto each provisionof this Agreement.
c. The requirementsin this Section 13 shall not apply to persons who are merely providing materials, supplies, data or information which the Provider then analyzes and incorporates into its work product.
14. PERMITS AND LICENSES:
Provider, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriatepermits, certificates and licenses, including a City Business License that may be required in connection with the performance of the services and tasks hereunder.
15. REPORTS:
a. Each and every report, draft, work product, map, record and other document produced, prepared or caused to be prepared by Provider pursuant to or in connection with this Agreement shall be the exclusive property of City.
b. No report, information or other data given to or prepared or assembled by Provider pursuant to this Agreement shall be made available to any individual or organization by Provider without prior approval of the City Manager or his/her designee. c. Provider shall, at such time and in such form as City Manager or his/her designee may require, furnish reports concerning the status of services and tasks required under this Agreement.
16. RECORDS:
a. Provider shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by 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 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.
c. If supplemental examination or audit of the Records is necessary due to concerns raised by City's preliminary examination or audit of records, and the City's supplemental 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 OpenGov Inc. 6 Version 03-13-18
DocuSign Envelope ID: 625E62BE-6DBD-4AF7-A844-6112D5D549E4 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; or (ii) sent by registered, express,or certifiedmail, with returnreceiptrequestedor withdeliveryconfirmationrequested from the U.S. postalservice; or (iii) sent by overnight or same day courier service at the party's respective address 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 depositedin the U.S. mail or with a courierservicein the mannerdescribedabove (Sundaysand 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 City shall be addressed to City at:
City of Alameda
City Manager
2263 Santa Clara Ave, Room 320
Alameda, CA 94501
ATTENTION: City Manager
Ph: (510)747-4715
e. All notices, demands, requests, or approvals from City to Provider shall be addressed to Provider at:
OpenGov, Inc.
Legal Department
955 Charter Street
Redwood City CA 94063
ATTENTION: General Counsel
[email protected]
18. SAFETY:
a. The 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 ofthe Agreement. Where any of these are in conflict, the more stringent requirements will be followed. The Provider's OpenGov Inc. 7 Version 03-13-18
DocuSign Envelope ID: 625E62BE-6DBD-4AF7-A844-6112D5D549E4 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. The 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. The Provider will promptly submit to the City a written reportof 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. In the event Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Provider shall be deemed in default in the performance of this Agreement. If such default is not cured within two (2) business days after receipt by Provider from City of written notice of default, specifying the nature of such default and the steps necessary to cure such default; City may thereafter immediately terminate the Agreement forthwith by giving to the Provider written notice thereof.
b. The foregoing notwithstanding, City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days' prior written notice to Provider as provided herein.
c. Upon termination of this Agreement either for cause or for convenience, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. The obligation of the parties under this Section 19.c. shall survive the expiration or early termination of this Agreement.
20. ATTORNEY'S FEES:
In the event of the bringing of any action or suit by a party hereto against the other party by reason of any breach of any covenants, conditions, obligation or provision arising out of this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all of its costs and expenses of the action or suit, including reasonable attorneys' fees, experts' fees, all court costs and other costs of action incurred by the prevailing party in connection with the prosecution or defense of such action and enforcing or establishing its rights hereunder (whether or not such action is prosecuted to a judgment). For the purposes of this Agreement, reasonable fees of attorneys of the Alameda City Attorney shall be based on the fees regularly charged by private attorneys with the equivalent number of years of experience in the subject matter area of the law for which the Alameda City Attorney's services were rendered who practice in Alameda County in law firms with approximately the same number of attorneys as employed by the Alameda City Attorney's Office.
21. 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 the Provider, as well OpenGov Inc. 8 Version 03-13-18
DocuSign Envelope ID: 625E62BE-6DBD-4AF7-A844-6112D5D549E4 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 City.
22. 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.
23. WAIVER:
A waiver by 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.
24. INTEGRATED CONTRACT:
The Recitals and Exhibits are a material part of this Agreement and are expressly incorporated herein and the Software Services Agreement between the parties dated 12/17/18 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 City and Provider.
25. 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.
Signatures on next page
OpenGov Inc. 9 Version 03-13-18
DocuSign Envelope ID: 625E62BE-6DBD-4AF7-A844-6112D5D549E4 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the day and year first above written.
OPENGOV
(A Delaware Corporation)
-DocuStgned by:
5W H32«***
-A7E3007O0FFE420
Paul Denton
CFO
—OocuSigned by:
-AAADC47C305C4DO.
Leo Choi
VP Finance
OpenGov Inc. 10
CITY OF ALAMEDA
A Municipal Corporation
Eric J. Levitt
City Manager
RECOMMENDED FOR APPROVAL
£ZL
Carolyn Hogg
IT Director
APPROVED AS TO FORM:
City Attorney
D. Le
Assistant City Attorney
Version 03-13-18
DocuSign Envelope ID: 625E62BE-6DBD-4AF7-A844-6112D5D549E4 Exhibit A
0OPENGOV
Statement of Work
City of Alameda, CA
OpenGov Communications and Reporting
Created By Sally Steel-Ginis
SOW Creation Date 04/10/19
OpenGov - Statement of Work Page 1
DocuSign Envelope ID: 625E62BE-6DBD-4AF7-A844-6112D5D549E4 0OPENGOV
1. Objective
1.1. Summary
This Statement of Work ("SOW")identifies services that OpenGov, Inc. ("OpenGov") will perform for City of Alameda, CA ("Customer"). This SOW is subject to, and hereby incorporates by reference, the terms and conditions contained in the Software Subscription Agreement (the "Agreement") to which it is attached between Customer and OpenGov.
OpenGov will enable and support the Customer to deliver on the Scope of Work outlined below. The objective of this Statement of Work is to define the scope, activities, roles and responsibilities, and timeline necessary to successfully execute this deployment project.
This project aims to implement the OpenGov Cloud for the Customer to enable effective and accountable governing. This SOW defines the scope and deliverables for a successful implementation of the OpenGov Communications and Reporting solution.
1.2. Solution Overview
This SOW defines the scope and deliverables for a successful implementation of the OpenGov Communications and Reporting solution .
2.Scope
2.1. Project Scope
The project scope includes the following services and deliverables. Any items not specifically included in scope will be considered out of scope.
OpenGov will provide Professional Services to implement the OpenGov Communications and Reporting package.
2.2. Deliverables
Communications and Reporting - Standard - Prepaid
Functionality Deliverables
Management • Conceptualizing Sessions to understand and identify Reporting reporting needs
• 4 non-financial reports, examples:
o Crime statistics
o Capital project plan map
• Standard saved views for each report
• Administrator training
• Creation of launch plan
OpenGov - Statement of Work Page 2
DocuSign Envelope ID: 625E62BE-6DBD-4AF7-A844-6112D5D549E4 0OPENGOV
• Transparency Portal
• End user training/presentation (depts, council, etc.) • Review of best practices for launch
• Launch
Internal
Performance
Measures
• Standard saved views and target setting
• FTP dataset integration of .CSV datasets
• 2 KPI conceptualizing sessions
• 4 strategic initiatives dashboards with Government
Expert guidance
• 2 KPI tiles per initiative (and corresponding reports) • Up to 8 datasets
External Stories • Conceptualizing Sessions to understand and identify what stories Alameda wants to present to external
stakeholders
• Up to 2 Stories
• Administrator training
• External communication resource packet
• Citizen Engagement Best Practice Newsletter
• Creation of launch plan
• Review of best practices for launch
• Publish the created stories
Prepaid Hours 190
Professional Services Hours
Product Setup • Can be used for additional solutioning and configuration as deemed needed by the Project
Team, but are currently earmarked for Integration
and report & dashboard configuration
Prepaid Hours 100
2.3. Assumptions
OpenGov - Statement of Work Page 3
DocuSign Envelope ID: 625E62BE-6DBD-4AF7-A844-6112D5D549E4 0OPENGOV
• If a Prepaid engagement: The concept of Prepaid Hours means that the Customer is purchasing a package with a set number of Professional Service hours to achieve the outlined deliverables. The hours are based on OpenGov's best estimate given reasonable assumptions outlined in section 4.2, Project Responsibilities. These hours should be adequate to achieve the deliverables, however if they are not, the Customer will need to purchase additional hours. • Hours estimated above are for deployment of outlined deliverables. Any leftover hours may be utilized for additional professional services activities dictated by the Customer.
• If there is an FTP integration of .CSV datasets,
o The data will NOT be linked to the Customer's chart of accounts. o The Customer will perform the validation for data accuracy for the Integration.
o Customer will perform the data extraction from the source system and automate it to be dropped in OpenGov FTP location.
3. Schedule
OpenGov will schedule resources for this project upon signature of this SOW. Unless specifically noted, the OpenGov assigned project manager (as identified below or such alternate designated by OpenGov, the "OpenGov Project Manager") will work with Customer to develop the project schedule for all requested deliverables under this SOW.
OpenGov reserves the right to adjust the schedule based on the availability of OpenGov resources and the deliverables provided by Customer.
4. Project Organization
4.1. Project Team
OpenGov
OpenGov will assign a Project Manager (the "OpenGov Project Manager") upon execution of the SOW. The OpenGov Project Manager will coordinate any additional resources needed from OpenGov.
Customer
Customer will assign a project manager (the "Customer Project Manager") and technical resource prior to project kick-off. The Customer Project Manager will be the primary contact person at Customer and will coordinate all Customer resources needed to complete the project. It is anticipated that the areas of need will be in Finance, Data Gathering, and the IT department.
4.2. Project Responsibilities
The project responsibilities for each organization are outlined below:
OpenGov-Statement of Work Page 4
DocuSign Envelope ID: 625E62BE-6DBD-4AF7-A844-6112D5D549E4 0OPENGOV
OpenGov
1. Manage delivery of in-scope items in coordination with Customer.
2. Make available deliverables to Customer project team for review and verification.
3. Provide relevant technical details and documentation for data requirements for Customer's environment.
4. Keep Customer Project Manager informed of project progress and communicate any issues relating to the project in a timely manner.
5. Establish documentation and procedural standards for the project.
6. Review and administer project change control, as described in Section 5, Change Control Procedures.
7. Ensure that all meetings and training sessions are attended by OpenGov personnel, as scheduled.
8. Budget Builder files are exported as .xlsx. OpenGov may assist in formatting that file, but cannot convert files to any other file types
Customer
1. Make available a representative to serve as the primary contact for OpenGov Project Manager to coordinate project activities.
2. Make available appropriate representatives with the authority to review and approve deliverables produced during the project.
3. Make available appropriate Subject Matter Experts (SME) to support the project needs, test integrations and provide Customer environment specific technical details.
4. Setup firewall rules to allow incoming requests from OpenGov's proxy over HTTP/HTTPS to Customer systems.
5. Communicate any issues relating to the project to OpenGov Project Manager in a timely manner.
6. Provide acceptance of deliverables and Project in a timely manner.
7. If Integration services are purchased, Customer will be responsible for making any configuration changes or modifications to Financial System (ERP) to support integration and make available access for integration to OpenGov software. The Customer will be responsible for ensuring that the versions of Financial System (ERP) running on all environments remain the same across all environments.
8. Customer will be responsible for any infrastructure required to access OpenGov, and will maintain relevant non-OpenGov software licenses and infrastructure needed for this project i.e. accounting system licenses. Please note, OpenGov software is optimized for Google Chrome.
9. The Customer will be responsible for ensuring that all meetings and training sessions are attended by personnel, as scheduled.
4.3. Implementation Methodology
OpenGov-Statement of Work Page 5
DocuSign Envelope ID: 625E62BE-6DBD-4AF7-A844-6112D5D549E4 0OPENGOV
OpenGov uses an iterative methodology, with a focus on rapid implementation of a configured system. This methodology requires a degree of focus from the Customer and collaboration between both parties to complete work products in a timely manner.
Initiate Configure Validate Deploy
Initiate Phase
a. Key Activities: Discovery, Design Sessions, Solution Document Review b. Key Work Products: Data Inventory, Functional Model Build, Solution Document
c. Summary: The Initiate Phase is the first step of the implementation project.
The purpose of this phase is to define the success criteria of the project, make design decisions based on the functional model build, and begin gathering data that needs to be loaded into the OpenGov platform. At the end of the Phase, a Solution Document will be created that outlines how the solutions will be implemented.
2. Configure Phase
a. Key Activities: Application and Solution Configuration, Data Load b. Key Work Products: Peer Review
c. Summary: The Configure Phase consists of application configuration, and solution configuration as defined in the Solution Document. OpenGov will also load the data gathered in the Initiate Phase from the Customer to use for unit testing purposes. The Phase ends with a Peer Review done by an OpenGov Subject Matter Expert to confirm that the solution follows OpenGov best practices.
Validate Phase
a. Key Activities: User Acceptance Testing, Data Confirmation b. Key Work Products: Test Scripts, Test Acceptance
c. Summary: The Validate Phase starts with a review of the entire solution with the Customer project team to confirm that all project elements have been implemented. Once that process has completed, the Customer will execute test scripts and validate that data is being represented accurately in the solution. If any issues are found, they will be logged and the OpenGov team will assess the issue and resolve as needed. The Phase ends with the Acceptance of test results by the Customer.
Deploy Phase
a. Key Activities: Administrator Training, Go Live Support, Transition to Customer Success Manager and Technical Support
OpenGov - Statement of Work Page 6
DocuSign Envelope ID: 625E62BE-6DBD-4AF7-A844-6112D5D549E4 0 OPENGOV
b. Key Work Products: Project Documentation, Project Acceptance c. Summary: The purpose of the Deploy phase Is to complete the Administrator Training process, provide Go Live Support, and begin Transition activities to close the project. Post Go Live Support is technical assistance with the project team and issue resolution for the solution during the two week period after Go Live. Once this period has passed, the Project team will begin working on transition activities to the Customer, the CSM, and the Customer Technical Support Function. The Project closes upon the acceptance of the project and a brief survey to provide feedback about the experience.
5. Change Control Procedures
No amendments, changes or other modifications to this SOW will be effective without a written project change order, in the form attached hereto as Appendix 1 (a "Project Change Order"). The Project Change Order will describe the change, the rationale for the change, and specify any change in the charges, estimated schedule, or other terms. The terms of a mutually agreed upon Project Change Order will prevail over those of this SOW or any previous ProjectChange Orders. Such ProjectChange Order mayrequire additional charges, which will be set forth in the Project Change Order.
6. Fees and Expenses
6.1. Fees and Payment Terms
All fees and expenses will be paid in accordance with the Order Form to which this. SOW is attached. For any Project Change Orders or for any new Professional Services, fees will be mutually agreed upon provided that any hourly fees shall be based on OpenGov's then-current, applicable hourly rate. Opengov's Standard Professional Services rate for 2019 is $185/hour.
6.2. Travel Expenses
All rates and fees are exclusive of work-related travel, living and other expenses.
Customer will be billed for actual expenses as incurred.
OpenGov - Statement of Work Page 7
DocuSign Envelope ID: 625E62BE-6DBD-4AF7-A844-6112D5D549E4 0OPENGOV
1. Appendix 1
Customer:
Project:
Date
Requested:
Requested by:
Reason for Change
Scope of Change
Project Change Order
Project Impact (Schedule and Cost)
Approvals
OpenGov Customer
Signature: Signature:
Name: Name:
Title: Title:
Date: Date:
OpenGov - Statement of Work Page 8
DocuSign Envelope ID: 625E62BE-6DBD-4AF7-A844-6112D5D549E4 0OPENGOV
Quote Number: OG-00003950
Created On: 4/11/2019
Order From Expiration: 6/11/2019
Subscription Start Date: 6/11/2019
Subscription End Date: 6/10/2020
Customer information
Customer: City of Alameda, CA
Order Details
Billing Frequency: Annual
Payment Terms: Net Thirty (30) Days
SOFTWARE SERVICES:
Product / Service
Communications & Reporting Upgrade
PROFESSIONAL SERVICES:
Product /Service
OpenGov Deployment — One Time Fee
Billing Table:
Billing Date
June 11,2019 $114,438.00
Contact Name:
Bill To/Ship To: 2263 Santa Clara Avenue, Room 220 Email:
Alameda, CA 94501 Phone:
United States
OpenGov Inc. 955 Charter Street
Redwood City. CA 94063
United Stales
Exhibit B
Prepared By: Greg Baiter
Email: gbaltertrijopengov.com
Contract Term: 1 Year
Carolyn Hogg
choggla alamedaca.gov
510-747-7495
Billing Contact: Carolyn Hogg
Email: choggtoialamedaca.gov
510-747-7495
ion
Description: See Billing Table Below
tart Date
6/11/2019
End Date
6/10/2020
Annual Subscription Total: 560,788.00
Product configuration and setup, training, and ongoing support to help organizations deploy and adopt the OpenGov solutions described above above (See SOW attached).
Professional Services Total: $53,650.00
HHHHHHHflHiHIi^^HHHHHil
Welcometo OpenGov!Thanks for usingour SoftwareServices.This Order Formis enteredintobetweenOpenGov, Inc.,with its principalplace of businessat 955 CharterStreet, RedwoodCity, 94063 ("OpenGov"). and you. the entity identifiedabove ("Customer"), as of the Subscription Start Date.This Order Form includes and incorporates the OpenGov SoftwareServicesAgreementdatedDecember7. 2018and theStatementof Work("SOW")attachedand incorporatedherein.The OrderForm, SoftwareServicesAgreementandSOW shallhereafterbe referredto as the"Agreement".Unlessotherwisespecifiedabove,fees fortheSoftwareServicesand ProfessionalServicesshallbedue and payable,in advance,on tile SubscriptionStartDate. Bysigningthis Agreement,Customeracknowledgesthatit hasreviewed,andagreesto be legallyboundby,the Agreement.
City of Alameda CA
Signature:
Name:
Title
Date:
Approved as to Form
CITY ATTORNEY
By:
Assistant City Attorney
OpenGov,lnji_DocllSignedby:
Signature: \jj> (jjJ)\
-AAADC47C300C4OD..
Name: Le0 Cn0-j
Title:
VP Finance
Dale; 5/16/2019
OpenGov, Inc.
DocuSigned by:
Signature:
¥o>& H3?****
Name: pauT Denton
Title: CFO
Da"-': 5/16/2019
DocuSign Envelope ID: 625E62BE-6DBD-4AF7-A844-6112D5D549E4 Exhibit C
Additional Provisions
Thefollowingparagraph(s)areaddedto theAgreement:
26. CONFLICTING PROVISIONS
With the exception of paragraphs 4, 5, 13, and 19, which are not applicable, in the event of a conflict between the terms and conditions of this Agreement and any other applicable terms and conditions, including Exhibits furnished by Provider to be made part of this Agreement, the terms and conditions of this Agreement shall prevail.
A£ORE? CERTIFICATEOF LIABILITYINSURANCE
DATE (MM/DD/YYYY)
5/7/2019
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.
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).
PRODUCER
Woodruff-Sawyer & Co.
50 California Street, Floor 12
San Francisco CA94111
CONTACT _ ... .
name: Tami Huntsman
PHONE AICAOKAAIC 1 FAXIA/C. No. Extl: 41 &.4B9.14.50 | (A/C. No):
address: [email protected]
INSURER(S) AFFORDING COVERAGE NAIC#
insurer a : Travelers Prop Casualty Co of America 25674 INSURED OPENINC-02
OpenGov, Inc.
and its subsidiaries
955 Charter St.
Redwood City CA 94063
insurer b : Travelers Indemnity Company of CT 25682
insurer c : North American Capacity Insurance Company 25038 INSURER D :
INSURER E :
INSURER F:
COVERAGES CERTIFICATE NUMBER: 841863316 REVISION NUMBER:
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.
INSR
LTR TYPE OF INSURANCE
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE X OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
n^f POLICY
OTHER:
AUTOMOBILE LIABILITY
ANY AUTO
OWNED
AUTOS ONLY
HIRED
AUTOS ONLY
SCHEDULED
AUTOS
NON-OWNED
AUTOS ONLY
ADDL
1N5P
SUBR
WVD POLICY NUMBER
ZLP81N04497
BA4L014160
POLICY EFF
(MM/DD/YYYY)
9/21/2018
9/21/2018
POLICY EXP
(MM/DD/YYYY)
9/21/2019
9/21/2019
LIMITS
EACH OCCURRENCE
DAMAGE TO RENTED
PREMISES (Ea occurrence)
MED EXP (Any one person)
PERSONAL &ADV INJURY
GENERAL AGGREGATE
PRODUCTS - COMP/OP AGG
COMBINED SINGLE LIMIT
(Ea accident)
BODILY INJURY (Per person)
BODILY INJURY (Per accident)
PROPERTY DAMAGE
(Per accident)
S 1.000,000
; 1,000,000
310,000
S 1,000,000
S2,000,000
5 2,000,000
$1,000,000
UMBRELLA LIAB
EXCESS LIAB CLAIMS-MADE
CUP4L020768 9/21/2018 9/21/2019 EACH OCCURRENCE 5 4,000,000 AGGREGATE S 4,000,000
It'
DED RETENTIONS n
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANYPROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBEREXCLUDED?
(Mandatory in NH)
if yes, describe under
DESCRIPTION OF OPERATIONS below
Errors & Omissions/Cyber
Retroactive Date 8/22/2012
•/
C4LPE040432CYBER2018 9/21/2016 9/21/201 £
PER
STATUTE
OTH-
ER
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE
E.L. DISEASE - POLICY LIMIT
Per Claim Limit
Aggregate Limit
Deductible
3,000,000
3,000,000
25,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) All Operations of the Named Insured. City of Alameda, CA is additional insureds as respects to the General Liability and Automobile Liability but only to the extent required by written contract or written agreement.
CITY OP ALAMEDA
Risk Management
CERTIFICATE HOLDER
- *-U»-M
Lucretia Akil, City Risk Manager
City of Alameda
2263 Santa Clara Avenue
Room 220
Alameda CA 94501
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
'
COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
TECHNOLOGY XTEND ENDORSEMENT
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage. However, cover age for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered.
Blanket Additional Insured
Leased Equipment
Lessors OfA.
B.
C,
D.
E.
Reasonable Force Property Damage -
Exception To Expected Or Intended In
jury Exclusion
Non-Owned Watercraft Less Than 75
Feet
*i Blanket Additional Insured - Persons Or
Organizations For Your Ongoing Opera
tions As Required By Written Contract
Or Agreement
Blanket Additional Insured - Broad Form
Vendors
Who Is An Insured - Unnamed Subsidi
aries
Who Is An Insured - Liability For Con
duct Of Unnamed Partnerships Or Joint
Ventures
Medical Payments - Increased limits
Contractual Liability - Railroads
Knowledge And Notice Of Occurrence
Or Offense
Unintentional Omission
Blanket Waiver Of Subrogation
G.
H.
Aircraft Chartered With Pilot
Damage To Premises Rented To You
Increased Supplementary Payments
Who Is An Insured - Employees And
Volunteer Workers - First Aid
Who Is An Insured -
pervisory Positions
Who Is An Insured -
Formed Organizations
Employees - Su-
Newly Acquired Or
L.
M.
N.
P.
Q.
R.Blanket Additional Insured - Owners,
Managers Or Lessors Of Premises
2fc
"3~fPROVISIONS
». REASONABLE FORCE PROPERTY DAMAGE -
q EXCEPTION TO EXPECTED OR INTENDED
INJURY EXCLUSION
The following replaces Exclusion a., Ex~
„£ pected Or Intended Injury, in Paragraph 2.,
§ >, of SECTION I - COVERAGES - COVERAGE
S A BODILY INJURY AND PROPERTY DAMAGE
O LIABILITY:
a. Expected Or Intended Injury Or Damage
"Bodily injury" or "property dam
age" expected or intended from the
standpoint of the insured. This exclu
sion does not apply to "bodily injury"
or "property damage" resulting from
the use of reasonable force to protect
any person or property.
B. NON-OWNED WATERCRAFT LESS THAN 75
FEET
The following replaces Paragraph (2) of
Exclusion g., Aircraft, Auto Or Watercraft, in
Paragraph 2. of SECTION I - COVERAGES -
COVERAGE A BODILY INJURY AND PROPERTY
DAMAGE LIABILITY:
?P ^4 17 01 12 © 2012 The Travelers Indemnity Company. All rights reserved. Page 1 of 6 Includes copyrighted material of Insurance Services Office. Inc. with its permission. (2) A watercraft
is:
you do not own that
(a) Less than 75 feet long; and
(b) Not being used to carry any per
son or property for a charge.
AIRCRAFT CHARTERED WITH PILOT
The following is added to Exclusion g.,
Aircraft, Auto Or Watercraft in Paragraph
2. of SECTION I - COVERAGES -
COVERAGE A BODILY INJURY AND
PROPERTY DAMAGE LIABILITY:
This exclusion
aircraft that is:
(a) Chartered
sured;
does not apply to an
with a pilot to any in-
(b) Not owned by any insured; and
(c) Not being used to carry any person
or property for a charge.
D. DAMAGE TO PREMISES RENTED TO YOU
1. The first paragraph of the excep
tions in Exclusion j., Damage To
Property, in Paragraph 2. of SECTION I
- COVERAGES - COVERAGE A BODILY
INJURY AND PROPERTY DAMAGE
LIABILITY is deleted.
2. The following replaces the last
paragraph of Paragraph 2., Exclu
sions, of SECTION I - COVERAGES -
COVERAGE A BODILY INJURY AND
PROPERTY DAMAGE LIABILITY:
Exclusions c, g. and h., and Para
graphs (1), (3) and (4) of Exclusion j„
do not apply to "premises damage".
Exclusion f.(1)(a) does not apply to
"premises damage" caused by fire
unless Exclusion f. of Section I -
Coverage A - Bodily Injury And
Property Damage Liability is re
placed by another endorsement to
this Coverage Part that has Exclu
sion - All Pollution Injury Or Dam
age or Total Pollution Exclusion in
its title. A separate limit of insur
ance applies to "premises damage"
as described in Paragraph 6. of Sec
tion III - Limits Of Insurance.
3. The following replaces Paragraph 6.
of SECTION III - LIMITS OF
INSURANCE:
6. Subject to 5. above, the Damage
To Premises Rented To You
Limit is the most we
under Coverage A for
because of "premises
to any one premises.
The Damage To Premises Rented
To You Limit will be:
will pay
damages
damage"
a. The amount shown for the
Damage To Premises Rented To
You Limit on the Declarations
of this Coverage Part; or
b. $300,000 if no amount is shown
for the Damage To Premises
Rented To You Limit on the
Declarations of this Coverage
Part.
The following replaces Paragraph a. of
the definition of "insured contract" in
the DEFINITIONS Section:
a. A contract for a lease of premises.
However, that portion of the con
tract for a lease of premises that
indemnifies any person or organiza
tion for "premises damage" is not
an "insured contract";
The following is
DEFINITIONS Section:
"Premises damage"
damage" to:
added to the
means "property
a. Any premises while rented to you
or temporarily occupied by you
with permission of the owner; or
b. The contents of any premises while
such premises is rented to you, if
you rent such premises for a pe
riod of seven or fewer consecutive
days.
6. The following replaces Paragraph
4.b.(1)(b) of SECTION IV - COMMERCIAL
GENERAL LIABILITY CONDITIONS:
(b) That is insurance
damage"; or
7. Paragraph 4.b.(1)(c) of SECTION IV -
COMMERCIAL GENERAL LIABILITY
CONDITIONS is deleted.
INCREASED SUPPLEMENTARY PAYMENTS
1. The following replaces Paragraph 1.b.
of SUPPLEMENTARY PAYMENTS
COVERAGES A AND B of SECTION I -
COVERAGES:
b. Up to $2,500 for cost of bail
because of acci-
law violations aris-
use of any vehicle
to which the Bodily Injury Liability
Coverage applies. We do not have
to furnish these bonds.
The following replaces Paragraph 1.d.
of SUPPLEMENTARY PAYMENTS
COVERAGES A AND B of SECTION I -
COVERAGES:
d. All reasonable expenses incurred by
the insured at our request to assist
us in the investigation or defense
Up to $2,500
bonds required
dents or traffic
ing out of the
for "premises
© 2012 The Travelers Indemnity Company. All rights reserved.
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
CG D4 17 01 12
of the claim or "suit", including
actual loss of earnings up to
$500 a day because of time off
from work.
F. WHO IS AN INSURED - EMPLOYEES AND
VOLUNTEER WORKERS - FIRST AID
1. The following is added to the defi
nition of "occurrence" in the
DEFINITIONS Section:
Unless you are in the business or
occupation of providing professional
health care services, "occurrence"
also means an act or omission
committed by any of your "em
ployees" or "volunteer workers",
other than an employed or volunteer
doctor, in providing or failing to
provide first aid or "Good Samari
tan services" to a person.
2. The following is added to Paragraph
2.a.(1) of SECTION II - WHO IS AN
INSURED:
Unless you are in the business or
occupation of providing professional
health care services, Paragraphs (1
)(a), (b), (c) and (d) above do not ap
ply to "bodily injury" arising out of
providing or failing to provide first
aid or "Good Samaritan services"
by any of your "employees" or
"volunteer workers", other than an
employed or volunteer doctor. Any
of your "employees" or "volunteer
workers" providing or failing to
provide first aid or "Good Samari
tan services" during their work
hours for you will be deemed to be
acting within the scope of their
employment by you or performing
duties related to the conduct of
your business.
3. The following is added to Paragraph
5. of SECTION III - LIMITS OF
INSURANCE:
For the purposes of determining the
applicable Each Occurrence Limit, all
related acts or omissions commit
ted by any of your "employees" or
"volunteer workers" in providing or
failing to provide first aid or "Good
Samaritan services" to any one per
son will be deemed to be one "oc
currence".
4. The following is added to the
DEFINITIONS Section:
"Good Samaritan services" means
any emergency medical services for
which no compensation is demanded
or received.
G. WHO IS AN INSURED - EMPLOYEES -
SUPERVISORY POSITIONS
The following is added to Paragraph 2.a.(1)
of SECTION II - WHO IS AN INSURED:
Paragraphs (1)(a), (b) and (c) above do not
apply to "bodily injury" or "personal in
jury" to a co-"employee" in the course of
the co-"employee's" employment by you
arising out of work by any of your "em
ployees" who hold a supervisory position.
H. WHO IS AN INSURED - NEWLY ACQUIRED OR
FORMED ORGANIZATIONS
The following replaces Paragraph 4. of
SECTION II - WHO IS AN INSURED of the
Commercial General Liability Coverage
Form, and Paragraph 3. of SECTION II -
WHO IS AN INSURED of the Global Com
panion Commercial General Liability Cov
erage Form, to the extent such coverage
forms are part of your policy:
Any organization you newly acquire or
form, other than a partnership or joint
venture, of which you are the sole owner
or in which you maintain the majority
ownership interest, will qualify as a
Named Insured if there is no other insur
ance which provides similar coverage to
that organization. However:
a. Coverage under this provision is af
forded only:
(1) Until the 180th day after you ac
quire or form the organization or
the end of the policy period,
whichever is earlier, if you do not
report such organization in writing
to us within 180 days after you
acquire or form it; or
(2) Until the end of the policy period,
when that date is later than 180
days after you acquire or form
such organization, if you report
such organization in writing to us
within 180 days after you acquire
or form it, and we agree in writing
that it will continue to be a Named
Insured until the end of the policy
period;
b. Coverage A does not apply to "bodily
injury" or "property damage" that oc
curred before you acquired or formed
the organization; and
c. Coverage B does not apply to "per
sonal injury" or "advertising injury"
arising out of an offense committed
before you acquired or formed the or
ganization.
CG D4 17 01 12 © 2012 The Travelers Indemnity Company. All rights reserved.
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
I. BLANKET ADDITIONAL INSURED - OWNERS,
MANAGERS OR LESSORS OF PREMISES
The following is added to SECTION II -
WHO IS AN INSURED:
Any person or organization that is a
premises owner, manager or lessor is
an insured, but only with respect to li
ability arising out of the ownership,
maintenance or use of that part of any
premises leased to you.
The insurance provided to such prem
ises owner, manager or lessor does
not apply to:
a. Any "bodily injury" or "property
damage" caused by an "occurrence"
that takes place, or "personal in
jury" or "advertising injury" caused
by an offense that is committed,
after you cease to be a tenant in
that premises; or
b. Structural alterations, new construc
tion or demolition operations per
formed by or on behalf of such
premises owner, manager or lessor.
J. BLANKET ADDITIONAL INSURED - LESSORS
OF LEASED EQUIPMENT
The following is added to SECTION If -
WHO IS AN INSURED:
Any person or organization that is an
equipment lessor is an insured, but only
with respect to liability for "bodily in
jury", "property damage", "personal in
jury" or "advertising injury" caused, in
whole or in part, by your acts or omis
sions in the maintenance, operation or
use by you of equipment leased to you
by such equipment lessor.
The insurance provided to such equipment
lessor does not apply to any "bodily in
jury" or "property damage" caused by an
"occurrence" that takes place, or "per
sonal injury" or "advertising injury"
caused by an offense that is committed,
I after the equipment lease expires.
.rfdjLji^BLANKET ADDITIONAL INSURED - PERSONS
L><OJ OR ORGANIZATIONS FOR YOUR ONGOING
OPERATIONS AS REQUIRED BY WRITTEN
CONTRACT OR AGREEMENT
The following is added to SECTION II -
WHO IS AN INSURED:
Any person or organization that is not
otherwise an insured under this Cover
age Part and that you have agreed in a
written contract or agreement to in
clude as an additional insured on this
Coverage Part is an insured, but only
with respect to liability for "bodily in
jury" or "property damage" that:
a. Is caused by an "occurrence" that
takes place after you have signed
Includes copyrighted material of Insurance
and executed that contract or agree
ment; and
b. Is caused, in whole or in part, by your
acts or omissions in the performance
of your ongoing operations to which
that contract or agreement applies or
the acts or omissions of any person
or organization performing such opera
tions on your behalf.
The limits of insurance provided to such
insured will be the limits which you
agreed to provide in the written contract
or agreement, or the limits shown in the
Declarations, whichever are less.
L BLANKET ADDITIONAL
FORM VENDORS
INSURED BROAD
The following is added to SECTION II -
WHO IS AN INSURED:
Any person or organization that is a ven
dor and that you have agreed in a written
contract or agreement to include as an
additional insured on this Coverage Part
is an insured, but only with respect to li
ability for "bodily injury" or "property
damage" that:
a. Is caused by an "occurrence" that takes
place after you have signed and exe
cuted that contract or agreement; and
b. Arises out of "your products" which
are distributed or sold in the regular
course of such vendor's business.
The insurance provided to such vendor is
subject to the following provisions:
a. The limits of insurance provided to
such vendor will be the limits which
you agreed to provide in the written
contract or agreement, or the limits
shown in the Declarations, whichever
are less.
b. The insurance provided to such vendor
does not apply to:
(1) Any express warranty not author
ized by you;
(2) Any change in "your products"
made by such vendor;
(3) Repackaging, unless unpacked
solely for the purpose of inspec
tion, demonstration, testing, or the
substitution of parts under instruc
tions from the manufacturer, and
then repackaged in the original con
tainer;
(4) Any failure to make such inspec
tions, adjustments, tests or servic
ing as vendors agree to perform or
normally undertake to perform in
the regular course of business, in
connection with the distribution or
sale of "your products";
ty Company. All rights reserved. CG D4 17 01 12
Services Office, Inc. with its permission.
(5) Demonstration, installation, ser
vicing or repair operations, ex
cept such operations performed
at such vendor's premises in
connection with the sale of
"your products"; or
(6) "Your products" which, after dis
tribution or sale by you, have
been labeled or relabeled or
used as a container, part or in
gredient of any other thing or
substance by or on behalf of
such vendor.
Coverage under this provision does not
apply to:
a. Any person or organization from
whom you have acquired "your
products", or any ingredient, part or
container entering into, accompany
ing or containing such products; or
b. Any vendor for which coverage as
an additional insured specifically is
scheduled by endorsement.
M. WHO IS AN INSURED - UNNAMED
SUBSIDIARIES
The following is added to SECTION II -
WHO IS AN INSURED:
Any of your subsidiaries, other than a
partnership or joint venture, that is not
shown as a Named Insured in the Dec
larations is a Named Insured if:
a. You maintain an ownership interest
of more than 50% in such subsidi
ary on the first day of the policy
period; and
b. Such subsidiary is not an insured
under similar other insurance.
No such subsidiary is an insured for
"bodily injury" or "property damage"
that occurred, or "personal injury" or
"advertising injury" caused by an of
fense committed:
a. Before you maintained an ownership
interest of more than 50% in such
subsidiary; or
b. After the date, if any, during the
policy period that you no longer
maintain an ownership interest of
more than 50% in such subsidiary.
N. WHO IS AN INSURED - LIABILITY FOR
CONDUCT OF UNNAMED PARTNERSHIPS OR
JOINT VENTURES
The following replaces the last para
graph of SECTION II - WHO IS AN
INSURED:
No person or organization is an insured
with respect to the conduct of any cur
rent or past partnership or joint venture
that is not shown as a Named Insured in
the Declarations. This paragraph does not
apply to any such partnership or joint
venture that otherwise qualifies as an in
sured under Section II - Who Is An In
sured.
0. MEDICAL PAYMENTS - INCREASED LIMITS
The following replaces Paragraph 7. of
SECTION III - LIMITS OF INSURANCE:
7. Subject to 5. above, the Medical Ex
pense Limit is the most we will pay
under Coverage C for all medical ex
penses because of "bodily injury" sus
tained by any one person, and will be
the higher of:
(a) $10,000; or
(b) The amount shown on the Declara
tions of this Coverage Part for
Medical Expense Limit.
P. CONTRACTUAL LIABILITY - RAILROADS
1. The following replaces Paragraph c. of
the definition of "insured contract" in
the DEFINITIONS Section:
C. Any easement or license agree
ment;
2. Paragraph f.(1) of the definition of "in
sured contract" in the DEFINITIONS Sec
tion is deleted.
Q. KNOWLEDGE AND NOTICE OF OCCURRENCE OR
OFFENSE
The following is added to Paragraph 2.,
Duties In The Event of Occurrence, Offense,
Claim or Suit, of SECTION IV - COMMERCIAL
GENERAL LIABILITY CONDITIONS:
e. The following provisions apply to
Paragraph a. above, but only for the
purposes of the insurance provided
under this Coverage Part to you or
any insured listed in Paragraph 1. or 2.
of Section II - Who Is An Insured:
(1) Notice to us of such "occurrence"
or offense must be given as soon
as practicable only after the "oc
currence" or offense is known to
you (if you are an individual), any
of your partners or members who
is an individual (if you are a part
nership or joint venture), any of
your managers who is an individual
(if you are a limited liability com
pany), any of your trustees who is
an individual (if you are a trust),
any of your "executive officers" or
directors (if you are an organiza
tion other than a partnership, joint
venture, limited liability company
or trust) or any "employee" author-
CG D4 17 01 12 ©2012 The Travelers Indemnity Company. All rights reserved." — • "-— . .—»w.w. w ... —w »j uuiM^au^ nil I 1^1119 I CdCI VDU, Includes copyrightedmaterial of Insurance Services Office, Inc. with its permission,
ized by you to give notice of an
"occurrence" or offense.
(2) If you are a partnership, joint
venture, limited liability company
or trust, and none of your part
ners, joint venture members,
managers or trustees are indi
viduals, notice to us of such
"occurrence" or offense must be
given as soon as practicable
only after the "occurrence" or
offense is known by:
(a) Any individual who is:
(i) A partner or member of
any partnership or joint
venture;
(ii) A manager of any limited
liability company;
(iii) A trustee of any trust; or
(iv) An executive officer or
director of any other or
ganization;
that is your partner, joint
venture member, manager or
trustee; or
(b) Any "employee" authorized
by such partnership, joint
venture, limited liability com
pany, trust or other organiza
tion to give notice of an
"occurrence" or offense.
(3) Notice to us of such "occur
rence" or offense will be
deemed to be given as soon as
practicable if it is given in good
faith as soon as practicable to
your workers' compensation in
surer. This applies only if you
subsequently give notice to us
of the "occurrence" or offense
as soon as practicable after any
of the persons described in
Paragraphs e. (1) or (2) above
discovers that the "occurrence"
or offense may result in sums
to which the insurance provided
under this Coverage Part may
apply-
However, if this policy includes an en
dorsement that provides limited cover
age for "bodily injury" or "property
damage" or pollution costs arising out
of a discharge, release or escape of
"pollutants" which contains a require
ment that the discharge, release or es
cape of "pollutants" must be reported
to us within a specific number of
days after its abrupt commencement,
this Paragraph e. does not affect that
requirement.
R. UNINTENTIONAL OMISSION
The following is added to Paragraph 6.,
Representations, of SECTION IV
COMMERCIAL GENERAL LIABILITY CONDITIONS:
The unintentional omission of, or uninten
tional error in, any information provided
by you which we relied upon in issuing
this policy will not prejudice your right's
under this insurance. However, this pro
vision does not affect our right to collect
additional premium or to exercise our
rights of cancellation or nonrenewal in
accordance with applicable insurance lawj
or regulations.
S. BLANKET WAIVER OF SUBROGATION
The following is added to Paragraph 8.,
Transfer Of Rights Of Recovery Against Oth
ers To Us, of SECTION IV - COMMERCIAL
GENERAL LIABILITY CONDITIONS:
If the insured has agreed in a contract or
agreement to waive that insured's right of
recovery against any person or organiza
tion, we waive our right of recovery
against such person or organization, but
only for payments we make because of:
a. "Bodily injury" or "property damage"
caused by an "occurrence" that takes
place; or
b. "Personal injury" or "advertising in
jury" caused by an offense that is
committed;
subsequent to the execution of the con
tract or agreement.
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
CG D4 17 01 12