3 OpenGov- Master Services Agreement City of Calimesa, CA – Revised March 22, 2024 and its partners may use aggregated, anonymized Customer Data for purposes of sales, marketing, business development, product enhancement, customer service, and data analysis. Insights gleaned from aggregated, anonymized Customer Data will belong to OpenGov.
4.3. Access to Customer Data. Customer may download the Customer Data from the Software Services at any time during the Term, excluding during routine software maintenance periods. OpenGov has no obligation to return Customer Data to Customer.
4.4. Deletion of Customer Data. Unless otherwise requested pursuant to this Section 4.4, upon the termination of this Agreement, the Customer Data shall be deleted pursuant to OpenGov’s standard data deletion and retention practices. Upon written request, Customer may request deletion of Customer Data prior to the date of termination of this Agreement. Such a request must be addressed to “OpenGov Vice President, Customer Success” at OpenGov’s address for notice in Section 10.2.
4.5. Feedback. “Feedback” means suggestions, comments, improvements, ideas, or other feedback or materials regarding the Software Services provided by Customer to OpenGov, including feedback provided through online developer community forums.
Customer grants OpenGov a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license to use and incorporate into the Software Services and Documentation Customer’s Feedback. OpenGov will exclusively own any improvements or modifications to the Software Services and Documentation based on or derived from any of Customer’s Feedback including all Intellectual Property Rights in and to the improvements and modifications.
5. Confidentiality
5.1. “Confidential Information" means all confidential business, technical, and financial information of the disclosing party that is marked as “Confidential” or an equivalent designation or that should reasonably be understood to be confidential given the nature of the information and/or the circumstances surrounding the disclosure. OpenGov’s Confidential Information includes, without limitation, the software underlying the Software Services, and all Documentation.
5.2. Confidential Information does not include: (a) data that the Customer has previously released to the public; (b) data that Customer would be required to release to the public upon request under applicable federal, state, or local public records laws; (c) Customer Data that Customer requests OpenGov make available to the public in conjunction with the Software Services; (d) information that becomes publicly known through no breach by either party; (e) information that was rightfully received by a party from a third party without restriction on use or disclosure; or (f) information independently developed by the Receiving Party without access to the Disclosing Party’s Confidential Information.
5.3. Each party agrees to obtain prior written consent before disclosing any of the other party's Confidential Information. Each party further agrees to use the other's Confidential Information only in connection with this Agreement. Each party further
4 OpenGov- Master Services Agreement City of Calimesa, CA – Revised March 22, 2024 agrees to protect the other party's Confidential Information using the measures that it employs with respect to its own Confidential Information of a similar nature, but in no event with less than reasonable care. If a party is required to disclose Confidential Information by law or court order, they must notify the other party in writing before making the disclosure to give the other party an opportunity to oppose or limit the disclosure.
5.4. OpenGov acknowledges Customer is legally obligated to comply with the California Public Records Act (CPRA), subpoenas and other court orders and that there are very limited number of narrow exemptions to disclosure under the CPRA, subpoenas and other court orders. Nothing in this Agreement shall prohibit Customer from disclosing such records in compliance with the CPRA subpoena or other court order.
6. Term and Termination
6.1. Initial Term. This Agreement begins on the Effective Date and ends on June 30, 2026 (“Initial Term”), according to the Order Form, unless sooner terminated pursuant to Section 6.3.
6.2. Renewal. Unless the parties enter into a new Order Form to renew the Agreement for an additional period of no less than one (1) year (“Renewal Term”), this Agreement shall terminate at the end of the applicable Initial Term or Renewal Term.
6.3. Termination. If either party materially breaches any term of this Agreement and fails to cure such breach within 30 days after receiving written notice by the non-breaching party (10 days in the case of non-payment), the non-breaching party may terminate this Agreement. Neither party shall have the right to terminate this Agreement early without a legally valid cause.
6.4. Effect of Termination. Upon termination of this Agreement pursuant to Section 6.1, 6.2, or 6.3: (a) Customer shall pay in full for all Software Services and Professional Services performed up to and including the date of termination or expiration, (b) OpenGov shall stop providing Software Services and Professional Services to Customer; and (c) each party shall (at the other party’s option) return or delete any of the other party’s Confidential Information in its possession. Upon termination by Customer pursuant to Section 6.3, OpenGov shall refund Customer an amount equal to the unused portion of the fee for such Software Services or Professional Services.
7. Payment of Fees
7.1. Fees; Invoicing; Payment; Expenses.
7.1.1. Fees. Fees for Software Services and for Professional Services are set forth in the applicable Order Form, and OpenGov will invoice Customer accordingly. Customer agrees to pay invoices within 30 days without setoffs, withholdings or deductions of any kind. Invoices are deemed received when OpenGov emails them to Customer’s designated billing contact. Obligations to pay fees are non-cancelable, and payments are non-refundable.
7.1.2. Annual Software Maintenance Price Adjustment. OpenGov shall increase the fees for
5 OpenGov- Master Services Agreement City of Calimesa, CA – Revised March 22, 2024 the Software Services during any Renewal Term by 5% each year of the Renewal Term.
7.1.3. Travel Expenses. OpenGov will invoice Customer for travel expenses provided in the SOW as they are incurred. Customer shall pay all such valid invoices within 30 days of receipt of invoice. Each invoice shall include receipts for the travel expenses listed on the invoice.
7.1.4. Customer Delays; On Hold Fee.
7.1.4.1. On Hold; On Hold Notice. Excluding delays caused by a force majeure event as described in Section 10.5, if OpenGov determines that Customer’s personnel or contractors are not completing Customer’s responsibilities described in the applicable SOW within five (5) business days of the applicable deadline, OpenGov may place the Professional Services on hold. Five (5) business days prior to any hold on Professional Services taking effect, OpenGov shall issue an “On Hold notice” notify Customer of its intention to place Professional Services on hold and state Customer’s obligations for OpenGov to continue performing the Professional Services. Upon placing a customer on hold, OpenGov may, without penalty, suspend Professional Services to the Customer and reallocate resources until the Customer has fulfilled its obligations. OpenGov shall bear no liability or otherwise be responsible for delays in the provision of the Professional Services occasioned by Customer’s failure to complete Customer’s responsibilities.
7.1.4.2. On Hold Fee. OpenGov may also specify in the On Hold Notice that the Customer will be invoiced for a fee equal to 10% of the first year’s fee for Software Services to account for lost time in production (e.g., delayed or lost revenue resulting from rescheduling work on other projects, delay in receiving milestone payments from Customer, equipment, hosting providers and human resources idle). OpenGov may remove the on hold status and may rescind the fee in its reasonable discretion upon Customer’s fulfillment of its obligations set out in the On Hold Notice. And OpenGov may extend the timeline to complete certain Professional Services depending on the availability of qualified team resources (OpenGov cannot guarantee that these team resources will be the same as those who were working on the project prior to it being placed On Hold).
7.2. Consequences of Non-Payment. If Customer fails to make any payments required under any Order Form or SOW, then in addition to any other rights OpenGov may have under this Agreement or applicable law, (a) Customer will owe late interest penalty of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower and (b) If Customer’s account remains delinquent (with respect to payment of a valid invoice) for 30 days after receipt of a delinquency notice from OpenGov, which may be provided via email to Customer’s designated billing contact, OpenGov may temporarily suspend Customer’s access to the Software Service for up to 90 days to pursue good faith negotiations before pursuing termination in accordance with Section
6 OpenGov- Master Services Agreement City of Calimesa, CA – Revised March 22, 2024
6.3. Customer will continue to incur and owe all applicable fees irrespective of any such Service suspension based on such Customer delinquency.
7.3. Taxes. The Parties agree that no sales, value-added, use or other taxes (“Sales Taxes”) are applicable to the fees under this Agreement. If any Sales Taxes related to the fees under this Agreement are found at any time to be applicable, Customer and OpenGov will meet and agree to amend the Agreement to either 1) increase the price of the Agreement so OpenGov can assess Sales Taxes on behalf of Customer and Customer shall pay them as applicable; or 2) confirm Customer will directly assess the applicable Sales Taxes and pay them as applicable. If Customer fails to pay any Sales Taxes, then Customer will be liable for any related penalties or interest, and will indemnify OpenGov for any liability or expense incurred in connection with such Sales Taxes. In the event Customer or the transactions contemplated by the Agreement are exempt from Sales Taxes, Customer agrees to provide OpenGov, as evidence of such tax exempt status, proper exemption certificates or other documentation acceptable to OpenGov.
8. Representations and Warranties; Disclaimer
8.1. By OpenGov.
8.1.1. General Warranty. OpenGov represents and warrants that it has all right and authority necessary to enter into and perform this Agreement.
8.1.2. Professional Services Warranty. OpenGov further represents and warrants that the Professional Services, if any, will be performed in a professional and workmanlike manner in accordance with the related SOW and generally prevailing industry standards. For any breach of the Professional Services warranty, OpenGov shall reperform the applicable services. If OpenGov is unable to re-perform such work as warranted, Customer will be entitled to recover all fees paid to OpenGov for the deficient work. Customer must give written notice of any claim under this warranty to OpenGov within 90 days of performance of such work to receive such warranty remedies.
8.1.3. Software Services Warranty. OpenGov further represents and warrants that for the Term and any Renewal Term, the Software Services will perform in all material respects in accordance with the Documentation. The foregoing warranty does not apply to any Software Services that have been used in a manner other than as set forth in the Documentation and authorized under this Agreement. OpenGov does not warrant that the Software Services will be uninterrupted or error-free. Customer must give written notice of any claim under this warranty to OpenGov during the Term. OpenGov’s entire liability for any breach of the foregoing warranty is to repair or replace any nonconforming Software Services so that the affected portion of the Software Services operates as warranted or, if OpenGov is unable to do so, terminate the license for such Software Services and refund the pre-paid, unused portion of the fee for such Software Services.
8.2. By Customer. Customer represents and warrants that (a) it has all right and authority
7 OpenGov- Master Services Agreement City of Calimesa, CA – Revised March 22, 2024 necessary to enter into and perform this Agreement; and (b) OpenGov’s use of the Customer Data pursuant to this Agreement will not infringe, violate or misappropriate the Intellectual Property Rights of any third party.
8.3. Disclaimer. OPENGOV DOES NOT WARRANT THAT THE SOFTWARE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE SERVICES. EXCEPT AS SET FORTH IN THIS SECTION 8, THE SOFTWARE SERVICES ARE PROVIDED “AS IS”
AND OPENGOV DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9. Limitation of Liability
9.1. By Type. NEITHER PARTY, NOR ITS SUPPLIERS, OFFICERS, AFFILIATES,
REPRESENTATIVES, CONTRACTORS OR EMPLOYEES, SHALL BE RESPONSIBLE OR
LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR
INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR LOSS OF BUSINESS; (B) FOR
ANY INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; OR (C) DUE TO FORCE MAJEURE UNDER SECTION 12.5, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
9.2. By Amount. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE, CUMULATIVE LIABILITY
FOR ANY CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT
EXCEED THE FEES PAID BY CUSTOMER TO OPENGOV FOR THE SOFTWARE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.
9.3. Limitation of Liability Exclusions. The limitations of liability set forth in Sections 9.1 and
9.2 above do not apply to, and each party accepts liability to the other for: (a) claims based on either party’s intentional breach of its obligations set forth in Section 5 (Confidentiality), (b) claims arising out of fraud or willful misconduct by either party, (c) either party’s infringement of the other party’s Intellectual Property Rights, and (d) the indemnity provided in Section 10.0.
9.4. No Limitation of Liability by Law. Because some jurisdictions do not allow liability or damages to be limited to the extent set forth above, some of the above limitations may not apply to Customer.
10. Indemnity.
10.1. Notwithstanding any other provision in this Agreement, OpenGov agrees to indemnify, defend, and hold harmless Customer and its elected and appointed officials, officers, directors, agents, attorneys and employees (each and “Indemnitee”) from and against any and all liabilities, damages, losses, expenses, claim, demands, suits, fines, or judgements (each a “Claim” and collectively, the “Claims”), including reasonable
8 OpenGov- Master Services Agreement City of Calimesa, CA – Revised March 22, 2024 attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, incurred by, accrued against, charged to, or recoverable from any Indemnitee, by reason of any Claim arising out of an uncured material breach of this Agreement due to the gross negligence or willful acts or omissions of OpenGov, its officers, directors, agents, employees, and subcontractors, during the performance of this Agreement. The foregoing indemnity shall not apply to the extent that the applicable Claim resulted from the gross negligence or willful misconduct of an Indemnitee.
10.2. OpenGov shall indemnify, defend, and hold harmless from any and all Claims resulting from infringement by the Software Services or Professional Services of any United States or foreign patent or any copyright or misappropriation of any trade secret. The foregoing obligations do not apply with respect to portions or components of the Software Services or Professional Services (i) not supplied by OpenGov, (ii) made in whole or in part in accordance with Customer’s specifications, (iii) that are modified after delivery by OpenGov, (iv) that are combined with other products, processes, or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, (vi) where infringement is caused by Customer’s use of the Software Services or Professional Services not strictly in accordance with this Agreement. If, due to a Claim of infringement, the Software Services or Professional Services are held by a court of competent jurisdiction to be, or are believed by OpenGov to be, infringing, OpenGov may, at its option and expense (a) replace or modify the Software Services or Professional Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Software Services or Professional Services, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and provide Customer a refund of any prepaid, unused fees for the Software Services or Professional Services.
11. Insurance.
11.1. OpenGov shall procure and at all times during the Term (and any Renewal Term) carry, maintain, and keep in full force and effect, insurance as follows:
11.1.1. Commercial General Liability Insurance. Commercial General Liability Insurance with a minimum limit of $1,000,000.00 per occurrence for bodily injury, personal injury and property damage and a general aggregate limit of $2,000,000.00.
11.1.2. Automobile Liability Insurance. Automobile Liability Insurance for any owned, nonowned or hired vehicle used in connection with the performance of this Agreement with a combined single limit of $1,000,000.00 per accident for bodily injury and property damage. If Consultant does not use any owned, non-owned or hired vehicles in the performance of Services under this Agreement, Consultant shall obtain a non-owned auto endorsement to the Commercial General Liability policy.
11.1.3. Workers’ Compensation. Workers’ Compensation Insurance as required by the State of California and Employer’s Liability Insurance with a minimum limit of
9 OpenGov- Master Services Agreement City of Calimesa, CA – Revised March 22, 2024 $1,000,000.00 per accident for bodily injury or disease. If Consultant has no employees while performing Services under this Agreement, workers’ compensation policy is not required, but Consultant shall execute a declaration that it has no employees.
11.1.4. Technology Errors and Omissions (E&O) Liability Insurance. Technology Errors and Omissions (E&O) Liability insurance with minimum limits of $2,000,000.00 per claim and in aggregate.
11.2. The policies required under this Section shall be issued by an insurer admitted to write insurance in the State of California with a rating of A:VII or better in the latest version of the A.M. Best Insurance Rating Guide.
11.3. The commercial general and automobile liability policies, and any excess or umbrella policies, shall apply on a primary and non-contributing basis in relation to any other insurance available to Customer and shall contain an endorsement naming Customer and its elected and appointed officials, officers, employees, agents, and attorneys as additional insureds.
11.4. The policies required in this Section shall not prohibit OpenGov and OpenGov’s employees, agent or subcontractors from waiving the right of subrogation or loss.
OpenGov hereby waives all rights of subrogation against Customer.
11.5. Prior to performance of obligations under this Agreement, OpenGov shall furnish to Customer certificates of insurance, all endorsements evidencing the coverage required under this Section, subject to Customer’s approval for consistency with this Section.
OpenGov shall (1) maintain current certificates of insurance and endorsements on file with Customer, (2) timely provide Customer with proof of renewal of required policies expiring during the Term or any Renewal Term and (3) endeavor to notify Customer within thirty (30) business days of receipt of notice from the insurer that any required policy has been cancelled or the coverage thereunder reduced.
12. Miscellaneous
12.1. Logo Use. OpenGov shall have the right to use and display Customer’s logos and trade names for marketing and promotional purposes in OpenGov’s website and marketing materials, subject to Customer’s trademark usage guidelines provided to OpenGov.
12.2. Notice. Ordinary day-to-day operational communications may be conducted by email, live chat or telephone. However, for notices, including legal notices, required by the Agreement (in sections where the word “notice” appears) the parties must communicate more formally in a writing sent via USPS certified mail and via email. OpenGov’s addresses for notice are: OpenGov, Inc., 6525 Crown Blvd #41340, San Jose, CA 95160, and [email protected].
12.3. Anti-corruption. Neither OpenGov nor any of its employees or agents has offered or provided any illegal or improper payment, gift, or transfer of value in connection with this Agreement. The parties will promptly notify each other if they become aware of any violation of any applicable anti-corruption laws in connection with this Agreement.
10 OpenGov- Master Services Agreement City of Calimesa, CA – Revised March 22, 2024
12.4. Injunctive Relief. The parties acknowledge that any breach of the confidentiality provisions or the unauthorized use of a party’s intellectual property may result in serious and irreparable injury to the aggrieved party for which damages may not adequately compensate the aggrieved party. The parties agree, therefore, that, in addition to any other remedy that the aggrieved party may have, it shall be entitled to seek equitable injunctive relief without being required to post a bond or other surety or to prove either actual damages or that damages would be an inadequate remedy.
12.5. Force Majeure. Neither party shall be held responsible or liable for any losses arising out of any delay or failure in performance of any part of this Agreement, other than payment obligations, due to any act of god, act of governmental authority, or due to war, riot, labor difficulty, failure of performance by any third-party service, utilities, or equipment provider, or any other cause beyond the reasonable control of the party delayed or prevented from performing.
12.6. Severability; Waiver. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement.
12.7. Survival. The following sections of this Agreement shall survive termination: Section 5. (Confidentiality), Section 7 (Payment of Fees), Section 4.4 (Deletion of Customer Data), Section 8.3 (Warranty Disclaimer), Section 9 (Limitation of Liability); Section 10 (Indemnification); and Section 12 (Miscellaneous).
12.8. Assignment. There are no third-party beneficiaries to this Agreement. Except as set forth in this Section 10.8, neither party may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations to a third party without the other party's written consent, which consent may not be unreasonably withheld, conditioned, or delayed. Either party may assign, without such consent but upon written notice, its rights and obligations under this Agreement to its corporate affiliate or to any entity that acquires all or substantially all of its capital stock or its assets related to this Agreement, through purchase, merger, consolidation, or otherwise. Any other attempted assignment shall be void. This Agreement will benefit and bind permitted assigns and successors.
12.9. Independent Contractors. This Agreement does not create an agency, partnership, joint venture, or employment relationship, and neither party has any authority to bind the other.
12.10. Governing Law and Jurisdiction. California laws govern this Agreement, without regard to conflict of laws principles. Exclusive jurisdiction for litigation of any dispute, controversy or claim arising out of or in connection with this Agreement shall be only in the Federal or State court with competent jurisdiction located in Riverside County, California, and the parties submit to the personal jurisdiction and venue therein.
11 OpenGov- Master Services Agreement City of Calimesa, CA – Revised March 22, 2024
12.11. Complete Agreement. OpenGov has made no other promises or representations to Customer other than those contained in this Agreement. Any modification to this Agreement must be in writing and signed by an authorized representative of each party.
Signatures
Customer: City of Calimesa
Signature:
Name:
Title:
Date:
OpenGov, Inc.
Signature:
Name:
Title:
Date:
12 OpenGov- Master Services Agreement City of Calimesa, CA – Revised March 22, 2024
EXHIBIT A
ORDER FORM
OpenGov Inc.
660 3rd Street, Suite 100
San Francisco, CA 94107
United States
Order Form Number: OG-01844621
Created On: 3/11/2024 Prepared By: Alex Martinez
Order Form Expiration: 3/31/2024 Email: [email protected] Subscription Start Date: 4/1/2024 Contract Term: Prorated + 24 Months Subscription End Date: 6/30/2026
Customer Information
Customer: City of Calimesa, CA Contact Name: Will Kolbow Bill To/Ship To: 908 Park Avenue Email: [email protected] Calimesa, California 92320
United States
Order Details
Billing Frequency: Annually in Advance
Payment Terms: Net Thirty (30) Days
SOFTWARE SERVICES:
Product / Service Start Date End Date Annual Fee
Permitting & Licensing: Community Development Bundle (Building Permits, Planning & Zoning, Code Enforcement)
Additional Service Areas: Public Works, Licensing Accounting & Finance Export, Master Address Table, State Contractor Autofill
4/1/2024 6/30/2024 $11,618.25)
Permitting & Licensing: Community Development Bundle (Building Permits, Planning & Zoning, Code Enforcement)
Additional Service Areas: Public Works, Licensing Accounting & Finance Export, Master Address Table, State Contractor Autofill
7/1/2024 6/30/2025 $46,473.00)
Permitting & Licensing: Community Development Bundle (Building Permits, Planning & Zoning, Code Enforcement)
Additional Service Areas: Public Works, Licensing Accounting & Finance Export, Master Address Table, State Contractor Autofill
7/1/2025 6/30/2026 $48,796.65)
Annual Subscription Total: See Service Terms
PROFESSIONAL SERVICES:
Product / Service Description
OpenGov Deployment — One Time Fee (Prepaid Hours) Product configuration, setup, and training described in the attached SOW.
Professional Services Total: $45,800.00
Serivce Terms
Service Date: Amount:
April 1, 2024 $57,418.25) (Prorated Software Fee + Professional Services) July 1, 2024 $46,473.00) (Annual Software Fee)
July 1, 2025 $48,796.65) (5% Uplift)
Order Form Legal Terms
This Order Form incorporates the OpenGov Master Services Agreement ("MSA") attached here or available at https://opengov.com/terms-of-service/master-services-agreement/.
The "Agreement" between OpenGov and the entity identified above ("Customer") consists of the Order Form, MSA, and, if Professional Services are purchased, the Statement of Work. Unless otherwise specified above, fees for the Software Services and Professional Services shall be due and payable, in advance, 30 days from receipt of the invoice.
By signing this Agreement, Customer acknowledges that it has reviewed, and agrees to be legally bound by the Agreement. Each party’s acceptance of this Agreement is conditional upon the other’s acceptance of the Agreement to the exclusion of all other terms.
City of Calimesa, CA OpenGov, Inc.
Signature: Signature:
Name: Name:
Title: Title:
Date: Date:
13 OpenGov- Master Services Agreement City of Calimesa, CA – Revised March 22, 2024
EXHIBIT B
STATEMENT OF WORK (“SOW”)
Statement of Work
City of Calimesa, CA
Creation Date: 3/11/2024
Document Number: PS-05719
Version Number: 2
Created by: Dean Simpson
2023 Statement of Work v2.1
1
Table of Contents
1. Overview and Approach 3
1.1. Agreement 3
2. Statement of Work 3
2.1. Project Scope 3
2.2. Facilities and Hours of Coverage 4
2.3. Key Assumptions 4
2.4. Exclusions 4
2.5. OpenGov Responsibilities 5
2.5.1. Activity 1 – Project Management 5
2.5.2. Activity 2 – Initialization 6
2.5.3. Activity 3 – OpenGov Use Cases 6
2.5.4. Activity 4 – Training 6
2.6. Your Responsibilities 7
2.6.1. Your Project Manager 7
2.7. Completion Criteria 7
2.8. Estimated Schedule 8
2.9. Illustrative Project Timelines 8
2.10. Charges 8
2.11. Offer Expiration Date 8
Appendix A: Engagement Charter 9
A-1: Communication and Escalation Procedure 9
A-2: Change Order Process 9
A-3: Deliverable Materials Acceptance Procedure 10
Appendix B: Deliverables 11
B-1: Data Deliverables 11
B-2: Record Type Deliverables 12
B-3: Training Deliverables 12
Appendix C: Technical Requirements 14
2023 Statement of Work v2.1
2
1. Overview and Approach
1.1. Agreement
This Statement of Work (“SOW”) identifies services that OpenGov, Inc. (“OpenGov” or “we”) will perform for City of Calimesa, CA (“Customer” or “you”) pursuant to that order for Professional Services entered into between OpenGov and the Customer (“Order Form”) which references the Master Services Agreement or other applicable agreement entered into by the parties (the “Agreement”).
● Customer acknowledges and agrees that this Statement of Work is subject to the confidentiality obligations set forth in the Agreement between OpenGov and Customer. ● The Deliverables listed in Appendix B are the single source of the truth of the deliverables to be provided.
● Customer’s use of the Professional Services is governed by the Agreement and not this SOW.
● Upon execution of the Order Form or other documentation referencing the SOW, this SOW shall be incorporated by reference into the Agreement.
● In the event of any inconsistency or conflict between the terms and conditions of this SOW and the Agreement, the terms and conditions of this SOW shall govern with respect to the subject matter of this SOW only. Unless otherwise defined herein, capitalized terms used in this SOW shall have the meaning defined in the Agreement. ● This SOW may not be modified or amended except in a written agreement signed by a duly authorized representative of each party.
● OpenGov will be deployed as is, Customer has access to all functionality available in the current release.
2. Statement of Work
This SOW is limited to the Implementation of the OpenGov Permitting & Licensing as defined in the OpenGov Responsibilities section of this document (Section 2.5). Any additional services or support will be considered out of scope.
2.1. Project Scope
Under this project, OpenGov will deliver cloud based Permitting & Licensing solutions to help the Customer power a more effective and accountable government. OpenGov's estimated charges and schedule are based on performance of the activities listed in the “OpenGov Responsibilities” section below. Deviations that arise during the project will be managed through the procedure described in Appendix A-2: Change Order Process, and may result in adjustments to the Project Scope, Estimated Schedule, Charges and other terms. These adjustments may include charges on a time-and-materials or fixed-fee basis using OpenGov’s standard rates in effect from time to time for any resulting additional work or waiting time.
2023 Statement of Work v2.1
3
2.2. Facilities and Hours of Coverage
OpenGov will:
A. Perform the work under this SOW remotely, except for any project-related activity which OpenGov determines would be best performed at your facility in order to complete its responsibilities under this SOW.
B. Provide the Services under this SOW during normal business hours, 8:30am to 6:00pm local time, Monday through Friday, except holidays.
C. Use personnel and resources located across the United States, and may also include OpenGov-trained staffing contractors to support the delivery of services.
2.3. Key Assumptions
The SOW and OpenGov estimates are based on the following key assumptions. Deviations that arise during the proposed project will be managed through the Appendix A-2: Change Order Process, and may result in adjustments to the Project Scope, Estimated Schedule, Charges, and other terms.
General:
A. Individual software modules are configured based on discussions between OpenGov and Customer.
B. All training, working sessions, and configuration is completed remotely, unless otherwise specified in appendix
C. Customer will gather and provide all applicable Prerequisite Data Checklist items prior to the first project working session being held.
D. Customer’s source data will be provided in accordance with Appendix C: Technical Requirements .
E. Customer will validate and sign off on each deliverable in Appendix B: Deliverables.
F. Go Live date will be agreed and signed off between the Customer and OpenGov project manager during project planning.
G. Customer will sign off on the Solution Acceptance prior to Go Live.
H. The project plan assumes one Go-Live event and cutover unless otherwise specified in Appendix B: Deliverables.
I. OpenGov best practice is to not exceed tested limits of the product.
2.4. Exclusions
A. Implementation of any custom modification or integration developed by OpenGov; your internal staff; or any third-party is not included in the scope of this project unless specifically listed in Appendix B.
B. Any service items discussed during demonstrations; conference calls; or other events are not included in the scope of this project unless specifically listed in Appendix B.
C. No historical data migration is included in this Scope of Work. 2023 Statement of Work v2.1
4
2.5. OpenGov Responsibilities
2.5.1. Activity 1 – Project Management
OpenGov will provide project management for the OpenGov responsibilities in this SOW.
The purpose of this activity is to provide direction to the OpenGov project personnel and to provide a framework for project planning, communications, reporting, procedural and contractual activity. This activity is composed of the following tasks:
Planning
OpenGov will:
A. Review the SOW, contract and project plan with Customer’s Project Manager and key stakeholders to ensure alignment and agreed upon timelines; B. Coordinate a go live planning and data workshop to plan data integrations and migrations;
C. Maintain project communications through your Project Manager; D. Establish documentation and procedural standards for deliverable Materials; and E. Assist your Project Manager to prepare and maintain the project plan for the performance of this SOW which will include the activities, tasks, assignments, and project milestones.
Project Tracking and Reporting
OpenGov will:
A. Review project tasks, schedules, and resources and make changes or additions, as appropriate. Measure and evaluate progress against the project plan with your Project Manager;
B. Work with your Project Manager to address and resolve deviations from the project plan;
C. Conduct regularly scheduled project status meetings; and D. Administer the Appendix A-2: Change Order Process with your Project Manager.
Completion Criteria:
This is an on-going activity which will be considered complete at the end of the Services Deliverable Materials:
● Planning and Data Workshop
● Project Plan and Timeline
● Weekly Status Reports
● Go Live Checklist
● Risk, Action, Issues and Decisions Register (RAID)
● Project Charter
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2.5.2. Activity 2 – Initialization
OpenGov will provide the following:
A. Customer Entity configuration
B. System Administrators creation
C. Solution Blueprint creation
D. Data Validation strategy
Completion Criteria:
This activity will be considered complete when:
● Customer Entity is created
● System Administrators have access to Customer Entity
● Solution Blueprint is presented to Customer
Deliverable Materials:
● Solution Blueprint
● Sign-off of Initial Draft Solution Blueprint
2.5.3. Activity 3 – OpenGov Use Cases
Use cases:
OpenGov will provide the following:
Community Development: Building Permits & Inspectional Services; Community Development: Planning and Zoning Approvals; Community Development: Code Enforcement; Business Licenses; Public Works: Right-of-Way Permits, Waste/Water Management, etc
Completion Criteria:
This activity will be considered complete when:
● Deliverables are configured/completed
Deliverable Materials:
● Formal sign off document
2.5.4. Activity 4 – Training
Training will be provided in instructor-led virtual sessions unless otherwise specified in Appendix B. For any instructor-led virtual sessions, the class size is recommended to be 10, for class sizes larger than 10 it may be necessary to have more than one instructor.
Completion Criteria:
● Training is provided
Deliverable Materials:
● Formal sign off document
2023 Statement of Work v2.1
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2.6. Your Responsibilities
The completion of the proposed scope of work depends on the full commitment and participation of your management and personnel. The responsibilities listed in this section are in addition to those responsibilities specified in the Agreement and are to be provided at no charge to OpenGov. OpenGov's performance is predicated upon the following responsibilities being managed and fulfilled by you. Delays in performance of these responsibilities may result in delay of the completion of the project and will be handled in accordance with Appendix A-2: Change Order Process.
2.6.1. Your Project Manager
Prior to the start of this project, you will designate a person called your Project Manager who will be the focal point for OpenGov communications relative to this project and will have the authority to act on behalf of you in all matters regarding this project.
Your Project Manager's responsibilities include the following:
A. Manage your personnel and responsibilities for this project (for example: ensure personnel complete any self-paced training sessions, configuration, validation or user acceptance testing);
B. Serve as the interface between OpenGov and all your departments participating in the project;
C. Administer the Appendix A-2: Change Order Process with the Project Manager; D. Participate in project status meetings;
E. Obtain and provide information, data, and decisions within five (5) business days of OpenGov’s request unless you and OpenGov agree in writing to a different response time;
F. Resolve deviations from the estimated schedule, which may be caused by you; G. Help resolve project issues and escalate issues within your organization, as necessary; and
H. Create, with OpenGov’s assistance, the project plan for the performance of this SOW which will include the activities, tasks, assignments, milestones, estimates, and duration.
2.7. Completion Criteria
OpenGov will have fulfilled its obligations under this SOW when any of the following first occurs:
A. OpenGov accomplishes the activities set forth in “OpenGov responsibilities” section and delivers the Materials listed, if any; or
B. The End Date, as agreed upon between the Customer and OpenGov during project planning, is reached.
2023 Statement of Work v2.1
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2.8. Estimated Schedule
OpenGov will schedule resources for this project upon signature of the order form. Unless specifically noted, the OpenGov assigned project manager will work with Customer Project Manager 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/or Customer resources, and the timeliness of deliverables provided by the Customer.
The Services are currently estimated to start within two (2) weeks but no later than four (4) weeks from signatures, unless otherwise agreed upon between the Customer and OpenGov, and have an estimated end date of nine (9) months after kick-off (“Estimated End Date”).
The End Date will be agreed between Customer and OpenGov during project planning.
2.9. Illustrative Project Timelines
The typical project timelines are for illustrative purposes only and may not reflect your use cases.
2.10. Charges
The Services will be conducted on a Fixed Price basis. This fixed price is exclusive of any travel and living expenses and other reasonable expenses incurred in connection with the Services. All charges are exclusive of any applicable taxes.
There is no travel expected in this project. Should travel be requested, Customer shall reimburse OpenGov for reasonable out-of-pocket expenses OpenGov incurs providing Professional Services. Reasonable expenses include, but are not limited to, travel, lodging, and meals. Expenses are billed based on actual costs incurred.
2.11. Offer Expiration Date
This offer will expire on June 11, 2024 unless extended by OpenGov in writing. 2023 Statement of Work v2.1
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Appendix A: Engagement Charter
A-1: Communication and Escalation Procedure
Active engagement throughout the implementation process is the foundation of a successful deployment. To help assess progress, address questions, and minimize risk during the course of deployment both parties agree to the following:
● Regular communication aligned to the agreed upon project plan and timing. ○ OpenGov expects our customers to raise questions or concerns as soon as they arise. OpenGov will do the same, in order to be able to address items when known. ● Executive involvement
○ Executives may be called upon to clarify expectations and/or resolve confusion. ○ Executives may be needed to steer strategic items to maximize the value through the deployment.
● Escalation Process:
○ OpenGov and Customer agree to raise concerns and follow the escalation process, resource responsibility, and documentation in the event an escalation is needed to support issues raised
● Identification of an issue impeding deployment progress, outcome or capturing the value proposition, that is not acceptable. ● Customer or OpenGov Project Manager summarizes the problem statement and impasse.
● Customer and OpenGov Project Managers jointly will outline solution, acceptance or schedule Executive review.
● Resolution will be documented and signed off following Executive review. ● Phase Sign-Off
○ OpenGov requests sign-offs at various stages during the implementation of the project. Once the Customer has signed-off, any additional changes requested by Customer on that stage will require a paid change order for additional hours for OpenGov to complete the requested changes.
A-2: Change Order Process
This SOW and related efforts are based on the information provided and gathered by OpenGov.
Customers acknowledge that changes to the scope may require additional effort or time, resulting in additional cost. Any change to scope must be agreed to in writing or email, by both Customer and OpenGov, and documented as such via a:
● Change Order- Work that is added to or deleted from the original scope of this SOW.
Depending on the magnitude of the change, it may or may not alter the original contract amount or completion date and be paid for by Customer. Changes might include:
o Timeline for completion
o Sign off process
o Cost of change and Invoice timing
o Amending the SOW to correct an error.
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o Extension of work as the complexity identified exceeds what was expected by Customer or OpenGov.
o Change in type of OpenGov resources to support the SOW.
A-3: Deliverable Materials Acceptance Procedure
Deliverable Materials as defined herein will be reviewed and accepted in accordance with the following procedure:
● The deliverable material will be submitted to your Project Manager. ● Your Project Manager will have decision authority to approve/reject all project Criteria, Phase Acceptance and Engagement Acceptance.
● Within five (5) business days of receipt, your Project Manager will either accept the deliverable Material or provide OpenGov’s Project Manager a written list of requested revisions. If OpenGov receives no response from your Project Manager within five (5) business days, then the deliverable Material will be deemed accepted. The process will repeat for the requested revisions until acceptance.
● All acceptance milestones and associated review periods will be tracked on the project plan.
● Both OpenGov and Customer recognize that failure to complete tasks and respond to open issues may have a negative impact on the project.
● For any tasks not yet complete, OpenGov and/or Customer will provide sufficient resources to expedite completion of tasks to prevent negatively impacting the project. ● Any conflict arising from the deliverable Materials Acceptance Procedure will be addressed as specified in the Escalation Procedure set forth in Appendix A-1: Communication and Escalation Procedure . As set forth in the “Customer Delays” provision of the Agreement, if there are extended delays (greater than 10 business days) in Customer’s response for requested information or deliverable; OpenGov may opt to put the project on an "On Hold" status. After the Customer has fulfilled its obligations, Professional Services can be resumed and the project will be taken off the "On-Hold" status. ● Putting a project “on Hold” may have several ramifications including, but not restricted, to the following:
○ Professional Services to the customer could be stopped; ○ Delay to any agreed timelines; or
○ Not having the same Professional Services team assigned. 2023 Statement of Work v2.1
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Appendix B: Deliverables
B-1: Data Deliverables
Master Address Table (MAT) Integration
● OpenGov will:
○ Provide a template file to be utilized by the Customer to populate MAT information. ○ Import the completed template file and validate against the completed template file.
● Customer will:
○ Populate and validate the MAT template.
File Flag Integration
● OpenGov will:
○ Enable File Flag Integration
○ Import number (x) files or number (x) MAT columns to display on Location Pages. ● Customer will:
○ Provide Non-GIS Flag information via file or MAT.
○ Agree upon specifications prior to import.
○ Validate and provide sign-off the solution meets agreed upon specifications Accounting and Finance Export
● OpenGov will:
○ Provide an export of financial data, based on the Customer’s provided format, to the Customer’s FTPS as often as nightly.
● Customer will:
○ Agree upon specifications prior to export.
Autofill Integration
● OpenGov will:
○ Provide up to three (3) of Autofills, using source data from OpenGov or provided by the Customer.
● Customer will:
○ Provide the source data, if applicable.
○ Agree upon specifications prior to upload.
State Contractor Integration
● OpenGov will:
○ Integrate with the California licensed professional dataset for use within OpenGov.
Single Sign On (SSO) Integration
● OpenGov will:
○ Provide the SSO enablement form.
○ Implement identity provider initiated SSO
● Customer will:
○ Complete the SSO enablement form.
○ Provide the information from the identity provided required to establish SAML or HTTPS certification and add OpenGov as a new application in the identity provider. 2023 Statement of Work v2.1
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B-2: Record Type Deliverables
OpenGov will configure the following standard record type drafts of Customer’s record types in the Permitting & Licensing system including Form, Workflow, Output Document and Fees:
Building and Inspectional Services Service Area
Two (2) record types from the following list:
● Residential Building Permit
● Commercial Building Permit
Planning and Zoning Service Area
Two (2) record types from the following list:
● General Plan Amendment
● Development Plan Review
Code Enforcement Service Area
One (1) record types from the following list:
● Code Violation
Business Licensing Service Area
One (1) record types from the following list:
● Business License Application
Public Works Service Area
One (1) record types from the following list:
● Encroachment Permit
Customer will:
● Attend working sessions to validate, review, and iterate upon draft records. ● Test all configured record types
B-3: Training Deliverables
OpenGov will:
Administrator Training
● Provide up to ten (10) hours of Permitting & Licensing system administrator training to enable system administrators on the following topics:
○ Setting up the public portal
○ Employee app settings
○ Creating and editing record types
○ Managing Forms
○ Editing Documents
○ Creating Workflows
○ Setting up Inspections
End User Training
● Provide up to ten (10) hours of end-user trainings designed for Plan Review, Inspectors, Finance Staff, etc. to cover the following topics:
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○ Navigation of the system
○ Manage inbox and tasks
○ Take payments
○ Conduct inspections
○ Create records
Customer will:
● Identify the relevant participants to attend each training session. 2023 Statement of Work v2.1
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Appendix C: Technical Requirements
Master Address Table
● All addresses must have a unique ID
● Flat file, .csv, .xls, .xlsx, .txt with headers
● Parcels and address points recommended
● Recommended source data: Esri GIS, Alternative source options include: Assessor’s database, E911
ESRI ArcGIS
● Publicly-accessible secure ESRI REST API URL
ArcGIS Flags
● Polygon Layer(s) via ESRI REST API URL, Polylines and points are not supported Financial and Record Exports
● Required format (columns) and sample document
Autofills using Customer source data
● Flat file, .csv, .xls, .xlsx, .txt with headers
Current application forms, workflows, fee structures, and output documents ● PDF, Word, .csv, .xls, .xlsx with headers
SSO
● SAML or HTTPS certificate, Whitelist OpenGov in your VPN or firewall 2023 Statement of Work v2.1
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RESOLUTION 2024-13
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CALIMESA, CALIFORNIA, AMENDING THE FY 2023-24 BUDGET
TO INCLUDE AN ADJUSTMENT IN INFORMATION
TECHNOLOGY MAJOR SOFTWARE AND EQUIPMENT IN THE
INFORMATION TECHNOLOGY FUND
WHEREAS, the City of Calimesa will be considering changes to its Master Fee Schedule with an effective date of July 1, 2024; and
WHEREAS, in order to implement the new fee schedule in an efficient manner and provide better service to the community, the acquisition of a new permitting software is necessary; and
WHEREAS, the City’s five-year Capital Improvement Program budget includes a provision for new permitting software; and
WHEREAS, the budget for new permitting software is currently programmed for future years; and
WHEREAS, the City received a grant from the State of California related to solar panel permitting, which will be built into the new permitting software; and WHEREAS, for the reasons stated above, the acquisition of the new permitting software is necessary in the current fiscal year.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CALIMESA HEREBY FINDS, DETERMINES, RESOLVES AND ORDERS AS FOLLOWS:
The Fiscal Year 2023-24 Information Technology Fund Budget is hereby amended as follows:
• Increase appropriations in account 76-2047-8100 by $38,000.
PASSED, APPROVED, and ADOPTED this 1
st day of April 2024.
_____________________________________
WILLIAM DAVIS, MAYOR
ATTEST:
_________________________________
DARLENE GERDES, CITY CLERK
Attachment 11B