Addendum A: Psomas Proposal Response
The City’s original Request for Proposal (RFP) titled “Grover Beach Asset Management Services” and the official Contractor proposal response dated March 28, 2024, including “Section 6: Cost Schedule” are hereby incorporated into this agreement. Subsequent requests for changes to this Scope of Work to be performed, the phasing of the implementation services, and compensation to Contractor resulted in the revised fee presented in Addendum B and the revised Detailed Work Plan presented in Addendum E included in this SOW and do hereby replace the Price Estimate and Detailed Work Plan included in the original Contractor response.
Docusign Envelope ID: AC594920-25BA-4C0F-A595-E1BB45626788 City of Grover Beach, CA – 07/01/2024
Addendum B: Fee and Payments
The following represents the Contractor fees for the requested revised Scope of Work as shown in the Detailed Work Plan and updated in Addendum E of this SOW. These costs to the Contractor’s original proposal as adjusted based on subsequent input from the City stakeholders.
Today’s Date: 7/1/2024 Purchase Agreement No.: PSO-804
SERVICES
No. Product Terms Quantity Price
1 Expense Reimbursement At Cost $5,600.00
2 Software Deployment Services FFP $12,040.00
3 Software Implementation Services FFP $47,945.00
IMPLEMENTATION SERVICES TOTAL: $65,585.00
FFP – Firm Fixed Price
T&M-NTE – Time and Materials – Not to Exceed
*Note that services with terms as T&M-NTE will only be provided upon written Task Order requested by the City Project Manager.
Docusign Envelope ID: AC594920-25BA-4C0F-A595-E1BB45626788 City of Grover Beach, CA – 07/01/2024
Fee Notes
• Any Customer Purchase Order, Contract, and/or Agreement must reference Psomas Purchase Agreement: PSO-804.
• Prices may include discounts, concessions, or incentives that are only applicable to this transaction and should not be assumed for future purchases. • Prices do not include any taxes that may apply at the time of invoicing. If applicable, any such taxes are the responsibility of Customer and will appear on the respective invoice. Applicable taxes do not include taxes based on Contractor’s income or property; such taxes shall remain the responsibility of the Contractor.
• Prices do not include any applicable Esri ArcGIS licenses. • Prices are in U.S. Dollars ($USD).
• Prices for this Scope of Services are valid only if the Professional Services Agreement is executed by 10/1/2024.
• As a result of the Requirements Gathering Workshops included in each phase of work, additional data conversion or integration services may be identified that go beyond the data conversion and integration services described elsewhere in this scope of work. Psomas (“Contractor”) will provide the City with updated services budgets for approval for any such integration and data conversion service requested within the terms provided in the cost table above. Integration and data conversion service work will be performed only upon written approval agreed to by the Parties. • Additional Services will be provided as needed and requested by the City based on the Fee Schedule provided below:
• Administrative and Project Assistants $90
• GIS Technician $95
• Senior GIS Technician $112
• GIS Analyst $125
• Senior GIS Analyst $165
• GIS Task/Project Manager $215
• Senior GIS Process Consultant $215
• GIS Technology Manager $225
• Principal $275
The rates above will remain in effect throughout the term of the contract as defined in the Professional Services Agreement.
Docusign Envelope ID: AC594920-25BA-4C0F-A595-E1BB45626788 City of Grover Beach, CA – 07/01/2024
Payments
In consideration for the Services provided by Contractor, City agrees to pay Contractor the Fees as described below:
DELIVERY
Upon execution of this Purchase Agreement, Contractor will provide the Services detailed in the Fee And Payments. Delivery of the Services requires execution of the OpenGov Cartegraph software Agreement and licensing provided separately through OpenGov.
SERVICES SCHEDULING
Services will be scheduled and delivered upon your execution of this Agreement, which will be considered your notification for Contractor to proceed. City agrees to work with Contractor to schedule Services in a timely manner and Contractor agrees to schedule Services within thirty (30) days of execution of this Agreement.
SERVICES INVOICING
Upon execution of this Agreement, invoicing for the Services shall occur as follows:
• Phase I
o 25% ($14,996.25) upon completion of the Project Kickoff Meeting. o 25% ($14,996.25) at the completion of the “Requirements Gathering Workshop” event. o 25% ($14,996.25) at the completion of the “Train the Trainer” event. o 25% ($14,996.25) at the completion of “Go Live” and acceptance of production deployment.
All additional services requested by the City and not included in the Phase I work plan provided in this document will be accomplished through a written task order up to the limit shown and using the rate schedule included in Addendum B. Additional services will be billed monthly following the end of the month the services were performed.
ACCEPTANCE
Acceptance of a milestone is defined as written confirmation by the City of completion of a project task or deliverable as described in the Detailed Work Plan (Addendum E). Upon completion, Contractor will submit written notice to the City Project Manager and the City will respond with acceptance within ten (10) business days or provide written justification for any deficiencies as described under Dispute Resolution in the Professional Services Agreement.
EXPENSES
In providing the Services included herein, Contractor shall be reimbursed for any reasonable out-ofpocket costs, when travelling, for transit, lodging, and meals for any on-site work conducted as mutually agreed upon with the City. Out-of-pocket expenses are billed based on actual costs, receipts provided, as incurred and are due separately. As listed as item one under services of the fee and payments schedule, these expenses will not exceed $5,600.00. Travel related expenses must be expended in an economical and efficient way.
PAYMENT
• All payments are due Net thirty (30) days from date of invoice except as otherwise agreed. • All payments are to be in U.S. Dollars ($USD).
• Any applicable taxes required at the time of invoice will be determined based on the laws and regulations of the taxing authority(s) governing the Customer address identified herein.
Docusign Envelope ID: AC594920-25BA-4C0F-A595-E1BB45626788 City of Grover Beach, CA – 07/01/2024
Addendum C: Overview and Approach
This Statement of Work (“SOW”) identifies services that Contractor will perform for Customer pursuant to that order for Professional Services entered into between Contractor and the Customer 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 Contractor and Customer. • The Deliverables listed in Addendum E 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.
• Cartegraph Asset Management software will be deployed as is, Customer has access to all functionality available in the current release.
Docusign Envelope ID: AC594920-25BA-4C0F-A595-E1BB45626788 City of Grover Beach, CA – 07/01/2024
Addendum D: Statement of Work
This SOW is limited to the Implementation of the OpenGov Enterprise Asset Management, also known as Cartegraph Asset Management, as defined in the Contractor Responsibilities section of this document.
Any additional services or support will be considered out of scope.
I. Project Scope
Under this project, Contractor will deliver cloud-based Cartegraph Asset Management solutions to help the Customer power a more effective and accountable government. Contractor's estimated charges and schedule are based on performance of the activities listed in the “Contractor Responsibilities” section below. Deviations that arise during the project will be managed through the procedure described in Section XII. Change Management, 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 Contractor’s standard rates in effect from time to time for any resulting additional work or waiting time.
II. Facilities and Hours of Coverage
Contractor will:
• Perform the work under this SOW remotely, except for any project-related activity which Contractor determines would be best performed at Customer’s facility in order to complete its responsibilities under this SOW.
• Provide the Services under this SOW during normal business hours, 8:30am to 6:00pm local time, Monday through Friday, except holidays.
III. Key Assumptions
The SOW and Contractor estimates are based on the following key assumptions. Deviations that arise during the proposed project will be managed through the process outlined in Section XII. Change Management and may result in adjustments to the Project Scope, Estimated Schedule, Charges, and other terms.
A. The OpenGov Suites are not customized beyond current capacities based on the latest release of the software.
B. Individual software modules are configured based on discussions between Contractor and Customer.
C. Cartegraph Asset Management (CAM)
a. Contractor will provide all services remotely via audio; video; and web conferences unless otherwise noted.
b. Contractor assumes that the customer is responsible for performing quality control measures on its data in CAM.
c. Contractor assumes that the customer is responsible for testing its workflows, automations, integrations, and configurations within the CAM and will update the configurations as part of its testing and training activities. d. Contractor assumes that the customer accepts CAM upon the completion of the go-live event
e. If a non-API integration is included in scope, Customer is responsible for engaging third party vendor to obtain data, configuration, and/or third party integration support. f. If an API integration is included in scope, Customer is responsible for providing access to a test instance of the third party API including a URL, authentication credentials, and relevant documentation.
g. Contractor best practice is to not exceed tested limits of the product.
Docusign Envelope ID: AC594920-25BA-4C0F-A595-E1BB45626788 City of Grover Beach, CA – 07/01/2024
IV. Exclusions
The following service items are not included in the scope of this project:
• Implementation of any custom modification or integration developed by Contractor; Customer internal staff; or any third-party is not included in the scope of this project unless specifically listed above.
• Data conversion services from other software system(s) or sources are not included in the scope of this project unless specifically listed.
• Any service items discussed during demonstrations; conference calls; or other events are not included in the scope of this project unless specifically listed.
V. Contractor Responsibilities
Project Management
Contractor will provide project management for the Contractor responsibilities in this SOW. The purpose of this activity is to provide direction to the Contractor 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
Contractor 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. maintain project communications through your Project Manager; C. establish documentation and procedural standards for deliverable Materials; and D. Collaborate with 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
Contractor 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 Project Change Control Procedure with your Project Manager.
Completion Criteria
A. This is an on-going activity which will be considered complete at the end of the Services contract.
Deliverable Materials
A. Weekly status reports
B. Project plan
C. Project Charter
D. Risk, Action, Issues and Decisions Register (RAID)
Initialization
Contractor will provide the following:
Docusign Envelope ID: AC594920-25BA-4C0F-A595-E1BB45626788 City of Grover Beach, CA – 07/01/2024
A. Customer Entity configuration
B. System Administrators creation
C. Solution Blueprint creation
D. Data Validation strategy confirmation
Completion Criteria:
This activity will be considered complete when:
A. Customer Entity is created
B. System Administrators have access to CustomerEntity
C. SolutionBlueprint is presented to Customer
Deliverable Materials:
• SolutionBlueprint
• Sign-off of Initial DraftSolutionBlueprint
Cartegraph Asset Management Domains
Contractor will provide the following:
Cartegraph Asset Management Domains
A. Transportation
B. Walkability
C. Stormwater
D. Water Distribution
E. Wastewater Collection / Sanitary Sewer
Completion Criteria:
This activity will be considered complete when:
A. Instance setup is completed
B. Requirements Gathering is completed
C. Start-up Data is loaded
D. Asset Installation is completed
E. Integrations are implemented
Deliverable Materials:
• Formal sign off document
Training
Training will be provided in instructor-led virtual sessions unless otherwise specified in Addendum E. 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:
• Software training is delivered
Deliverable Materials:
• Formal sign off document
Docusign Envelope ID: AC594920-25BA-4C0F-A595-E1BB45626788 City of Grover Beach, CA – 07/01/2024
VI. City Responsibilities
The completion of the proposed scope of work depends on the full commitment and participation of Customer’s 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 Contractor. Contractor's performance is predicated upon the following responsibilities being managed and fulfilled by Customer.
Delays in performance of these responsibilities may result in delay of the completion of the project and will be handled in accordance with Section XII Change Management.
City 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 Contractor 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 Contractor and all Customer departments participating in the project;
C. administer the Project Change Control Procedure with the Project Manager; D. participate in project status meetings;
E. obtain and provide information, data, and decisions within five (5) business days of Contractor’s request unless you and Contractor agree in writing to a different response time; F. resolve deviations from the estimated schedule, which may be caused by Customer; G. help resolve project issues and escalate issues within Customer organization, as necessary; and H. create, with Contractor’s assistance, the project plan for the performance of this SOW which will include the activities, tasks, assignments, milestones and estimates.
VII. Completion Criteria
Contractor will have fulfilled its obligations under this SOW when any of the following first occurs:
A. Contractor accomplishes the activities set forth in “Contractor’s Responsibilities” section and delivers the services in Appendix E as listed, if any; or B. The End Date is reached
VIII. Estimated Schedule
Contractor will schedule resources for this project upon signature of the order form. Unless specifically noted, the Contractor assigned project manager will work with Customer Project Manager to develop the project schedule for all requested deliverables under this SOW. Contractor reserves the right to adjust the schedule based on the availability of Contractor 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 and have an estimated end date of nine months after project kick off (“End Date”) or on other dates mutually agreed to between you and Contractor.
Docusign Envelope ID: AC594920-25BA-4C0F-A595-E1BB45626788 City of Grover Beach, CA – 07/01/2024
IX. Illustrative Project Timelines
The typical project timelines are for illustrative purposes only and may not reflect your use cases.
X. Travel Expenses
Customer shall reimburse Contractor for reasonable out-of-pocket expenses Contractor incurs providing Professional Services. Reasonable expenses include, but are not limited to, travel, lodging, and meals.
Expenses are billed based on actual costs incurred. Contractor shall not exceed the estimated $5,600.00 expenses without written approval from the Customer.
XI. Offer Expiration Date
This offer will expire on October 1, 2024, unless extended by Contractor in writing.
XII. Change Management
This SOW and related effort is based on the information provided and gathered by Contractor. Customer acknowledges that Customer requested 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 Contractor, 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 Signed by Contractor and Customer Project Manager approving funds Change documentation will be mutually agreed upon as defined in Project Assumptions of this SOW.
Should that not occur, the change will be added to the next Project Status Briefing agenda for closure.
XIII. 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 Contractor’s Project Manager a written list of requested revisions. If Contractor 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.
Docusign Envelope ID: AC594920-25BA-4C0F-A595-E1BB45626788 City of Grover Beach, CA – 07/01/2024
• Both Contractor 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, Contractor 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 in writing. As set forth in the Agreement, if there are extended delays in Customer’s response for requested information or deliverable, Contractor 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:
o Professional Services to the customer could be stopped; o Delay to any agreed timelines; or
o Not having the same Professional Services team assigned.
Docusign Envelope ID: AC594920-25BA-4C0F-A595-E1BB45626788 City of Grover Beach, CA – 07/01/2024
Addendum E: Detailed Work Plan
The Solutions Services listed in the Fee and Payments of the Agreement are specific Contractor services which will be delivered to the City based on the descriptions provided in the Detailed Work Plan provided below. The Services are subject to the limitations and terms and conditions set forth in this Agreement, and its referenced Addendums. Contractor will coordinate with the City on service delivery expectations and timeframes.
Implementation of the Cartegraph Asset Management system (“Cartegraph”) includes the following professional services:
Task 1: Project Initiation and Project Management
1.1 Project Initiation
• Contractor will initiate the engagement with a meeting with City stakeholders to discuss in greater depth the services the City envisions securing through this Agreement and review defined alternatives and options available to the City. This orientation to the City’s vision will provide Contractor insight into what the project goals are for the short and long term Cartegraph planning horizons. During the meeting, the Contractor’s team will share our insights and capabilities to support the envisioned proposed software solution and implementation services. This information sharing provides a foundation for evaluating engagement success based on targeted performance milestones.
• Contractor will facilitate a project kickoff meeting with the City project team to review objectives and approach, document project success factors, and identify stakeholder groups to participate in the requirements interviews. Contractor will provide an agenda, keep a record of the discussions, and provide meeting minutes following each meeting.
• The project schedule will be reviewed and adjusted as needed to align with the City project team availability and milestone requirements. Project communication methods for routine reporting and ongoing coordination will be agreed to. The roles and responsibilities of the Contractor’s team and the City will be reviewed and confirmed to assure common expectations for collaboration and leadership.
• Contractor will recommend the development of a project charter and the formation of a Project Steering Committee and Project Core Team. We will provide a draft charter as a straw man for the City to tailor and adopt.
o The Project Steering Committee will be responsible for project oversight, ensuring and coordinating the City’s engagement. The Core Team will be responsible for the daily activities of the project and reviewing and accepting all project deliverables. • Task Deliverables
o Kickoff Meeting
o Project Schedule
o Establish Meeting Log
o Project Communication Plan
o Establish Project Steering Committee
o Establish Project Core Team
o Project Charter
1.2 Project Management
• Contractor will manage the project scope and engagement process with the City representatives, and control the work based on Project Management Institute principles. The Contractor’s project manager, in partnership with the City’s project manager, will lead the project management activities throughout the project.
Docusign Envelope ID: AC594920-25BA-4C0F-A595-E1BB45626788 City of Grover Beach, CA – 07/01/2024
• Task Deliverables
o Weekly progress and quality review meeting with Contractor’s internal team o Bi-weekly progress meeting with the City’s Core Team
o Bi-weekly action item worksheet using web-based tracking tools shared with the City o Project web portal and associated resources to facilitate information sharing and collaboration
o Project work plan maintained bi-weekly (schedule and budget with cost-to-complete estimate)
o Monthly project status report and invoice
1.3 Project Wrap Up
• Contractor will perform project close-out activities at the end of each phase to assure all final deliverables are accepted as complete, and to conduct a post-project review to document lessons learned. The following activities will be coordinated when the project tasks for each phase have concluded.
• Task Deliverables
o Final project acceptance memorandum for the City’s signature o Post-project review meeting with the Core Team
o Post-project review meeting with the Steering Committee Task 2: Cartegraph Asset Management Implementation Services
2.1 Setup
• Contractor will setup a hosted, sandbox and production Cartegraph environments. • Contractor will provide an overview, up to two (2) hours, of Cartegraph and Esri ArcGIS userbased logins and User and Role functionality. • Contractor will provide a template file to be utilized by City staff to populate Users and Roles to be utilized for Cartegraph. The City provided completed templates will be used to create Users and Roles in Cartegraph. (Note: Subsequent User and Role changes will be your City administrator’s responsibility.)
• Contractor will provide documentation and guidance, up to four (4) hours, for your technical GIS staff to configure Esri Basemap Services for Cartegraph integration. Guidance will be geared towards Cartegraph/Esri integration functionality and requirements. • Contractor will setup the Cartegraph Platform, including the Request, Work, Resource, and Asset Management areas of the software. Asset Management solutions will be setup for all solutions referenced in the Assets section of the scope unless otherwise noted.
2.2 Consulting
• Contractor will provide twenty (20) hours of virtual Requirement Gathering Workshop to increase our understanding of your business and functional goals. Through workshops and interviews, we will identify best fit scenarios for Cartegraph and provide a report including any challenges as well as recommendations for Cartegraph best practices relevant to the City’s implementation. • Contractor will lead and facilitate the engagement internal City stakeholders including other groups that are intertwined and impacted by the specific processes being evaluated. Stakeholder engagement is vital as the first partnering step of being inclusive and collaborative with the stakeholders. Reengineering the work order and asset management processes to align with Cartegraph requires buy in and participation of those impacted.
Understanding the technology, workflow, and management environment provides an opportunity to objectively evaluate the characteristics of the existing environment as a baseline for evaluating improvements and identifying gaps. The Contractor/Cartegraph team will review City Docusign Envelope ID: AC594920-25BA-4C0F-A595-E1BB45626788 City of Grover Beach, CA – 07/01/2024
documentation and systems to clarify current software, data characteristics (volume, type, quality, rate of change), Users, and management processes. The Contractor team will review system documentation provided by the City and meet with staff who can provide an additional systems overview briefing. Findings from this step will enhance the team’s understanding of the environment and prepare us for a more successful implementation in the next step. • Task Deliverables
o Twenty (20) hours virtual meetings for Requirements Gathering Workshop o Requirements Gathering Summary Report
2.3 Configurations
• Contractor will provide configuration services to implement the forms, tasks, assets and workflows identified in the requirements gathering workshops, including:
o Up to five (10) custom fields and up to two (2) custom layout per asset type listed in the Assets section below
o Up to thirty (30) custom fields and up to ten (10) custom layouts to be utilized in any of the shared areas of the system, such as Tasks
o Up to twenty (20) automations
o Up to twenty (20) preventative maintenance plans
2.4 Training
• All training sessions will be recorded for the development of course content in the City’s Learning Management System.
• Contractor will provide remote train-the-trainer training, up to four (4) hours, on overall system navigation and functionality to help familiarize your staff with the software environment and its common functions. Training topics include:
o Dashboards
o Standard KPI/ROI Gadgets
o Logins/Permission
o Layers
o Filters
o Maps
o Grids
o System Navigation
o Views (List & Detail)
o Standard Reports
o Attachments
o Requests, Work, Assets, Resources, Reports, and Administrator Tabs • Contractor will provide remote train-the-trainer training, up to two (2) hours, on Cartegraph Esri ArcGIS integration functionality. Training topics include:
o Cartegraph Esri integration configuration options
o Integration functionality (basemap and feature)
o Field application interfaces
o Overall Esri integration requirements, considerations, and Cartegraph recommended best practices
• Contractor will provide a three-day (3-day) onsite "train-the-trainer" training event. The training agenda will be defined and agreed upon by Contractor and the City project manager. Topics will include, at a minimum, the following (as applicable):
o Request Management
▪ Requests
▪ Requesters
▪ Task Creation from Requests
▪ Issue library (including settings such as Applies to Asset and Non-Location) Docusign Envelope ID: AC594920-25BA-4C0F-A595-E1BB45626788 City of Grover Beach, CA – 07/01/2024
▪ Cartegraph recommended best practices for Request and Requester Management
o Work Management
▪ Create Task(s) (Asset/Non-Asset)
▪ Assignments (Add, Edit, Remove)
▪ Task Menu Actions
▪ Related Work Items
▪ Create Work Order
▪ Associate Task to WO
▪ Repeat Work Orders
▪ Work Order Menu Actions
▪ Enter Resources
▪ Timesheets
▪ Activity library (including settings such as Applies to Asset, Inspection, Key Dates, Cost, and Productivity)
▪ Cartegraph recommended best practices for Work Management o Asset Management
▪ Asset Details
▪ Preventative Maintenance Plans
▪ Inspections
▪ Linked assets (if applicable)
▪ Container/Component Relationships (if applicable)
▪ Cartegraph recommended best practices for Asset Management To avoid redundancy, and to utilize service time efficiently, training may cover a subset of the assets listed in the Asset section of the scope. o Resource Management
▪ Resource Details
▪ Labor/Equipment Rates
▪ Material Management (Stock, Usage, Adjustments)
▪ Vendor Price Quotes
▪ Cartegraph recommended best practices for Resource Management o Cartegraph Mobile
▪ Overall system functionality (Navigation, Interface, Maps, Attachments, Sorting) ▪ Work Management
• Create and Update Tasks (Asset/Non-Asset)
• Assign Tasks
• Enter Resources
• Inspections
▪ Asset Management
• Create and Update Assets
▪ Request Management
• View and Update Requests
• View Requester information
• Create Task from Request
▪ Offline use for Cartegraph Mobile
▪ Cartegraph recommended best practices for mobile devices o Administrator
▪ Administrator:
Docusign Envelope ID: AC594920-25BA-4C0F-A595-E1BB45626788 City of Grover Beach, CA – 07/01/2024
• User Administration, Role Administration, Asset Administration, Record Filter Administration, Import/Export, Scheduled Process Log, Error Log ▪ Settings:
• System Settings, Map Administration, Geocode Settings, GIS Integration settings, Asset Color Manager
▪ Manager:
• Layout Manager, Library Manager, Preventative Maintenance, Asset Condition Manager, Notification Manager, Structure Manager, Automation Manage
• Contractor will provide remote train-the-trainer training, up to four (4) hours, on OMS Reporting functionality. Training topics include:
o Security/Roles
o Report Designer
▪ Report Types, Report Styling, Filtering\Parameters, Basic Formulas, Grouping/Sorting
o Report Viewer
o Reporting best practices and solution tips/tricks.
• Contractor will provide remote train-the-trainer training, up to four (4) hours, on Preventative Maintenance Plans functionality. Training topics include:
o Preventative Maintenance
o OpenGov recommended best practices for proactive asset management To avoid redundancy, and to utilize service time efficiently, training may cover a subset of the assets listed in the Asset section of the scope.
• Contractor will provide remote train-the-trainer training, up to four (4) hours, on Advanced Inspections and Asset Condition Manager functionality. Training topics include:
o Performance Management
▪ Prediction Groups
▪ Minimum Condition Groups
▪ Activities and Impacts
▪ Criticality Factor
▪ Install/Replaced Dates
o OpenGov recommended best practices for advanced inspections and condition management
To avoid redundancy, and to utilize service time efficiently, training may cover a subset of the assets listed in the Asset section of the scope.
• Contractor will provide remote train-the-trainer training, up to two (2) hours, on Asset Builder functionality. Training topics include:
o Cartegraph Administrator
▪ Structure Manager
▪ Library Manager
▪ Layout Manager
▪ User/Role Configurations
o OpenGov recommended best practices for expanding the system’s use and/or building assets
2.5 Go-Live Support
• Contractor will provide up to eight (8) hours for Go-Live Support conducted on virtual web conferences. The agenda will be defined, and agreed upon, by Contractor and the City’s project manager. Topics may include any of the following:
Docusign Envelope ID: AC594920-25BA-4C0F-A595-E1BB45626788 City of Grover Beach, CA – 07/01/2024
o Refresher training for items listed in the scope of work o Software and process support for staff during production roll out o Field, Layout, and Report configuration guidance, if applicable
2.6 Data Services
• Contractor will provide one sandbox and one production data load service through standard import/export functionality. Contractor will provide template documents for data population. Once populated by your staff, Contractor will load the data into your sandbox or production Cartegraph Asset Management environment. Data loads may include data such as:
o Parent level asset records
o Asset location (spatial x/y) attributes
o Parent level resource (Labor, Equipment Material, Vendor) records o Resource Rate (Labor, Equipment, Material) records
o Standard system libraries
2.7 Assets
• Contractor will provide installation and training on the following forty (40) asset types:
o Water Distribution (9)
▪ Water Backflow; Water Facility; Water Hydrant; Water Lateral; Water Main; Water Meter; Water Pump; Water Valve; Water Storage Tank
o Wastewater Collection / Sanitary Sewer (7)
▪ Sewer Cleanout; Sewer Facility; Sewer Force Main; Sewer Lateral; Sewer Main; Sewer Manhole; Sewer Pump
o Stormwater (9)
▪ Storm Basin; Storm Channel; Storm Culvert; Storm Facility; Storm Main; Storm Manhole; Storm Outlet; Storm Pipe; Storm Pump
o Transportation (8)
▪ Bridge; Light Fixture; Pavement; Sign; Guardrail; Marking; Pavement Area; Support
o Walkability (7)
▪ ADA Ramp; Pavement Area: Sign; Tree; Light Fixture; Sidewalk; Support o Up to ten (10) custom asset types to be determined during requirements gathering.
Task 3: Integration and Conversion Services
3.1 Esri ArcGIS
• OpenGov’s Cartegraph solution includes the Esri ArcGIS Suite as a foundational element. The proposed solution will be fully integrated into the City’s GIS with full two-way data functionality.
Integration is provided through published services allowing the City’s GIS to remain the authority for the GIS data.
Docusign Envelope ID: AC594920-25BA-4C0F-A595-E1BB45626788
EXHIBIT B
PROFESSIONAL CONSULTANT SERVICES
INSURANCE REQUIREMENTS
Without limiting CONSULTANT’S indemnification of CITY, and prior to commencement of Work, CONSULTANT shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to CITY.
General liability insurance. CONSULTANT shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
Automobile liability insurance. CONSULTANT shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the CONSULTANT arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
Professional liability (errors & omissions) insurance. CONSULTANT shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.
Workers’ compensation insurance. CONSULTANT shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000).
Note: Workers' compensation and employer's liability insurance requirements may be eliminated for certain sole proprietorships, partnerships, or corporations without employees.
Consultant shall submit to CITY, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of CITY, its officers, agents, employees and volunteers.
Umbrella or excess liability insurance. CONSULTANT shall obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, automobile liability, and employer’s liability. Such policy or policies shall include the following terms and conditions:
• A drop down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; • Pay on behalf of wording as opposed to reimbursement; • Concurrency of effective dates with primary policies; • Policies shall “follow form” to the underlying primary policies; and • Insureds under primary policies shall also be insureds under the umbrella or excess policies.
Docusign Envelope ID: AC594920-25BA-4C0F-A595-E1BB45626788
Other provisions or requirements
Proof of insurance. CONSULTANT shall provide certificates of insurance to CITY as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by CITY’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with CITY at all times during the term of this contract. CITY reserves the right to require complete, certified copies of all required insurance policies, at any time.
Duration of coverage. CONSULTANT shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by CONSULTANT, his agents, representatives, employees or subconsultants.
Primary/noncontributing. Coverage provided by CONSULTANT shall be primary and any insurance or self-insurance procured or maintained by CITY shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of CITY before the CITY’S own insurance or self-insurance shall be called upon to protect it as a named insured.
CITY’S rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, CITY has the right but not the duty to obtain the insurance it deems necessary and any premium paid by CITY will be promptly reimbursed by CONSULTANT or CITY will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, CITY may cancel this Agreement.
Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the CITY’S Risk Manager.
Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against CITY, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow CONSULTANT or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss.
CONSULTANT hereby waives its own right of recovery against CITY, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
Enforcement of contract provisions (non estoppel). CONSULTANT acknowledges and agrees that any actual or alleged failure on the part of the CITY to inform CONSULTANT of non-compliance with any requirement imposes no additional obligations on the CITY nor does it waive any rights hereunder.
Requirements not limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the CITY requires and shall be entitled to Docusign Envelope ID: AC594920-25BA-4C0F-A595-E1BB45626788
coverage for the higher limits maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY.
Notice of cancellation. CONSULTANT agrees to oblige its insurance agent or broker and insurers to provide to CITY with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.
Additional insured status. General liability policies shall provide or be endorsed to provide that CITY and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to CITY and approved of in writing.
Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions.
Pass through clause. CONSULTANT agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by CONSULTANT, provide the same minimum insurance coverage and endorsements required of CONSULTANT.
CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. CONSULTANT agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to CITY for review.
CITY’s right to revise specifications. The CITY reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the CONSULTANT ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the CONSULTANT, the CITY and Consultant may renegotiate CONSULTANT’S compensation.
Self-insured retentions. Any self-insured retentions must be declared to and approved by CITY. CITY reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by CITY.
Timely notice of claims. CONSULTANT shall give CITY prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’S performance under this AGREEMENT, and that involve or may involve coverage under any of the required liability policies.
Additional insurance. CONSULTANT shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.
Docusign Envelope ID: AC594920-25BA-4C0F-A595-E1BB45626788
EXHIBIT C
PROFESSIONAL CONSULTANT SERVICE
CITY OF GROVER BEACH
DISCLOSURE OF CONFLICT OF INTEREST
Explanation:
Signature
Date
Name
Company
Address
Additional page(s) attached.
City, State, Zip
YES* NO
1 Are you currently in litigation with the City of Grover Beach or any of its agents?
2 Do you represent any firm, organization or person who is in litigation with the City of Grover Beach?
3 Do you currently represent or perform work for any clients who do business with the City of Grover Beach?
4 Are you or any of your principals, managers or professionals, owners or investors in a business which does business with the City of Grover Beach, or in a business which is in litigation with the City of Grover Beach?
5 Are you or any of your principals, managers or professionals, related by blood or marriage to any City of Grover Beach employee who has any significant role in the subject matter of this service? 6 Do you or any of your subcontractors have, or expect to have, any interest, direct or indirect, in any other contract in connection with this Project?
* If the answer to any question is yes, please explain in full below.
Docusign Envelope ID: AC594920-25BA-4C0F-A595-E1BB45626788 X
X
X
Psomas
Marcia Carrillo
X
865 s figueroa st 3200
X
7/17/2024
Los Angeles CA 90017
X
None required
1 OpenGovMaster ServicesAgreement Grover Beach, CA | July 16, 2024 OpenGov Master Services Agreement
The parties to this Master Services Agreement(this “Agreement”) are OpenGov,Inc., aDelaware corporation(“OpenGov”),andthecustomernamedinthesignatureblockbelow(“Customer”).This Agreement, which becomes binding when the parties have signed it(the “EffectiveDate”), sets forth the terms under which Customer will be permitted to use OpenGov’s hosted software services and receive professional services.
1. Definitions
1.1. “Customer Data” means data thatis provided by Customer to OpenGov pursuant to this Agreement (for example, by email or through Customer’s software systems of record).
Customer Data does not include any confidential personally identifiable information.
1.2. “Documentation” means materials produced by OpenGov that provide information about OpenGov’s software products and systems. Customers may access the most up-to-date Documentation on the Customer Resource Center page at opengov.zendesk.com.
1.3. “Intellectual Property Rights” means all intellectual property rights including all past, present, and future rights associated with works of authorship, including exclusive exploitation rights, copyrights, and moralrights, trademark and trade name rights and similar rights, trade secret rights, patent rights, and any other proprietary rights in intellectual property of every kind and nature.
1.4. “Order Form” means the document executed by the parties that specifies the Software Services that OpenGov will provide to Customer under this Agreement.
1.5. “Term” refers to the Initial Termdefined in Section 6.1 plus all Renewal Terms defined in Section 6.2.
1.6. “Anonymized Customer Data” refers to data originally pertaining to an individual customer or user that has been processed to remove or obscure personal identifiers, ensuring that the data cannot be linked back to any individual.
2. Software Services, Support, and Professional Services
2.1. Software Services. Subject to the terms and conditions of this Agreement, OpenGov will use commercially reasonable efforts to provide the commercial off-the-shelf software solutions identified in the applicable Order Form (“Software Services”).
2.2. Support and Service Levels. Customer support is available by email to [email protected] or by using the chat messaging functionality of the Software Services, both of which are available during OpenGov’s standard business hours.
Customer may report issues any time. However, OpenGov will address issues during business hours. OpenGov will provide support for the Software Services in accordance with the Support and Software Service Levels found at opengov.com/service-sla, as long as Customer is entitled to receive support under the applicable Order Form and this Agreement.
Docusign Envelope ID: E7341C53-9545-4F0E-8807-B736A3927BB2 Exhibit B
2 OpenGovMaster ServicesAgreement Grover Beach, CA | July 16, 2024
2.3. Professional Services
2.3.1. If OpenGov or its authorized independent contractors provides professional services to Customer, such as implementation services, then these professional services (“ProfessionalServices”)willbedescribedin an applicable statement ofwork (“SOW”) agreed to by the parties. Unless otherwise specified in the SOW, any pre-paid Professional Services must be utilized within one year from the Effective Date.
2.3.2. Relevant travel expenses are provided in the SOW. Any othertravel expenses related to the performance of the Professional Services shall be pre-approved by and reimbursed byCustomer.
3. Restrictions and Responsibilities
3.1. Restrictions. Customer may not use the Software Services in any manner or for any purpose other than as expressly permitted by the Agreement and Documentation. In addition, Customer shall not, and shall not permit or enable any third party to:(a) use or access any of the Software Services to build a competitive product or service; (b) modify, disassemble, decompile,reverse engineer or otherwise make any derivative use of the Software Services (except to the extent applicable laws specifically prohibit such restriction); (c) sell, license, rent, lease, assign, distribute, display, host, disclose, outsource, copy or otherwise commercially exploit the Software Services; (d) perform or disclose any benchmarking or performance testing of the Software Services; (e)remove any proprietary notices included with the Software Services; (f) use the Software Services in violation of applicable law; or (g) transfer any confidential personally identifiable information to OpenGov or the Software Services platform.
3.2. Responsibilities. Customer shall be responsible for obtaining and maintaining computers andthirdpartysoftwaresystemsofrecord(suchasCustomer’sERPsystems)neededto connect to, access or otherwise use the Software Services. Customer also shall be responsible for: (a) ensuring that such equipment is compatible with the Software Services,(b)maintainingthesecurityofsuchequipment,useraccounts,passwordsand files, and(c) all uses ofCustomer user accounts byanyparty otherthanOpenGov.
4. Intellectual Property Rights; License Grants; Access to Customer Data
4.1. Software Services. OpenGov owns all interests and Intellectual Property Rights in the Software Services. The look and feel of the Software Services, including any custom fonts, graphics and button icons, are the property of OpenGov. Customer may not copy, imitate, or use them, in whole or in part, without OpenGov’s prior written consent.
Subject to Customer’s obligations under this Agreement, OpenGov grants Customer a non-exclusive,royalty-free license during the Term to use the Software Services.
4.2. Customer Data. CustomerData and the Intellectual Property Rights therein belong to the Customer. Customer grants OpenGov and its partners (such as hosting providers) a non-exclusive,royalty-free license to use, store, edit, and reformat the Customer Data for the purpose of providing the Software Services. Customer further agrees that OpenGov and its partners may use aggregated, Anonymized CustomerData for purposes of sales, marketing, business development, product enhancement, customer service, and data analysis.Insights gleaned from aggregated, Anonymized CustomerData will Docusign Envelope ID: E7341C53-9545-4F0E-8807-B736A3927BB2 3 OpenGovMaster ServicesAgreement Grover Beach, CA | July 16, 2024 belong toOpenGov.
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. DeletionofCustomerData.UnlessotherwiserequestedpursuanttothisSection4.4, upon the termination ofthis Agreement, the CustomerData shall be deleted pursuant to OpenGov’s standard data deletion and retention practices, provided retention of Customer Data after termination shall not exceed three (3) years. Upon written request, CustomermayrequestdeletionofCustomerDatapriortothedateof terminationofthis Agreement.Sucharequestmustbeaddressedto“OpenGovVice 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 allIntellectual Property Rights in and to the improvements andmodifications.
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 Customerrequests 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. Eachparty agrees toobtainpriorwritten consentbeforedisclosinganyoftheother party's Confidential Information. Each party further agrees to use the other's ConfidentialInformationonlyinconnectionwiththisAgreement.Eachpartyfurther agrees to protect the other party's ConfidentialInformation using the measures that it employswithrespecttoitsownConfidentialInformationofasimilarnature,butinno eventwithless thanreasonablecare.If apartyis requiredtodiscloseConfidential Docusign Envelope ID: E7341C53-9545-4F0E-8807-B736A3927BB2 4 OpenGovMaster ServicesAgreement Grover Beach, CA | July 16, 2024 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.
6. Term and Termination
6.1. InitialTerm.ThisAgreement begins onthe EffectiveDate and ends onthe datethe subscription ends (“Initial Term”),according to theOrder Form,unless soonerterminated pursuant to Section 6.3.
6.2. Renewal. This Agreement shall automatically renew for another period of the same duration as the Initial Term (each one is a new “Renewal Term”) unless either party notifies the other party of its intent not to renew this Agreement in writing no less than 30 days before the end of the then-current 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 oftermination 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.
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 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 reasonable travel expenses provided in the SOW or Order Form 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 theinvoice.
7.1.4. Customer Delays; On Hold Fee.
7.1.4.1. On Hold. Excluding delays caused by a force majeure event as described in Docusign Envelope ID: E7341C53-9545-4F0E-8807-B736A3927BB2 5 OpenGovMaster ServicesAgreement Grover Beach, CA | July 16, 2024 Section10.5,ifOpenGovdeterminesthatCustomer’spersonnelorcontractors arenotcompletingCustomer’sresponsibilitiesdescribedintheapplicableSOW timelyor accurately,OpenGovmayplacetheProfessionalServices onhold.If OpenGov places a Customer on hold, OpenGov will ensure that Customer is made aware of its obligations necessary for OpenGov to continue performing the ProfessionalServices.Uponplacingacustomeronhold,OpenGovmay,without penalty,suspendProfessionalServicestotheCustomerandreallocateresources untiltheCustomerhasfulfilleditsobligations.OpenGovshallbearnoliabilityor otherwiseberesponsiblefordelays intheprovisionoftheProfessionalServices occasioned by Customer’s failureto completeCustomer’s responsibilities.
7.1.4.2. On Hold Notice; On Hold Fee. OpenGov may also issue an “On Hold Notice” specifying that the Customer will be invoiced 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) for a fee equal to 10% of the first year’s fee for Software Services. OpenGov may remove the on hold status and may rescind the fee in its 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 thatthese team resources will be the same as those who were working on the project prior to it being placed On Hold). OpenGov shall make commercially acceptable efforts to avoid lost times in production.
7.2. Consequences of Non-Payment.If Customer fails to make any payments required under any Order Formor SOW,then in addition to any otherrights OpenGov may have underthis Agreement or applicable law,(a) Customer will owe late interest penalty of 1.5% ofthe 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 emailto 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 6.3.
7.3. Taxes. All fees under this Agreement are exclusive of any applicable sales, value-added, use or othertaxes (“Sales Taxes”). Customer is solely responsible for any and all Sales Taxes, not including taxes based solely on OpenGov’s net income. If any Sales Taxes related to the fees under this Agreement are found at any time to be payable, the amount may be billed by OpenGov to, and shall be paid by, Customer.If Customer fails to pay any Sales Taxes, then Customer will be liable for any related penalties or interest, and will indemnify OpenGov for any liability or expense incurred in connection with such Sales Taxes.In the event Customer or the transactions contemplated by the Agreement are exempt from Sales Taxes, Customer agrees to provide OpenGov, as evidence of such tax exempt status, proper exemption certificates or other documentation acceptable to Docusign Envelope ID: E7341C53-9545-4F0E-8807-B736A3927BB2 6 OpenGovMaster ServicesAgreement Grover Beach, CA | July 16, 2024 OpenGov.
8. Representations and Warranties;Disclaimer
8.1. By OpenGov.
8.1.1. General Warranty.OpenGov represents and warrants thatit has allright 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, Customer’s exclusive remedy and OpenGov’s entire liability will be the re-performance of the applicable services.If OpenGov is unable to re-perform 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, 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 within 180 days of Customer discovering the defect. 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 necessary to enterinto and perform this Agreement; and (b) OpenGov’s use ofthe 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 FORTHINTHIS SECTION8, THE SOFTWARE SERVICES ARE PROVIDED“ASIS”
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 ofLiability
Docusign Envelope ID: E7341C53-9545-4F0E-8807-B736A3927BB2 7 OpenGovMaster ServicesAgreement Grover Beach, CA | July 16, 2024
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,STRICTLIABILITY,OROTHERTHEORY:(A)FORERROROR
INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENTOFSUBSTITUTEGOODS ORSERVICES ORLOSSOFBUSINESS;(B) FOR
ANYINDIRECT,EXEMPLARY,PUNITIVE,INCIDENTAL, SPECIAL,ORCONSEQUENTIAL DAMAGES; OR(C) FORANYMATTERBEYONDA PARTY’SREASONABLECONTROL,EVEN IF SUCH PARTYHAS BEENADVISED OFTHE POSSIBILITY OF SUCHLOSS ORDAMAGE.
9.2. ByAmount.INNOEVENT SHALL EITHERPARTY’SAGGREGATE,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 UNDERTHIS AGREEMENT INTHE 12 MONTHS PRIORTOTHEACT THATGAVERISETO THE LIABILITY.
9.3. Limitation of Liability Exclusions.The limitations ofliability setforth in Sections 9.1 and
9.2 above do not apply to, and each party accepts liability to the other for: (a) claims based on either party’s intentional breach of its obligations set forth in Section 5 (Confidentiality),(b) claims arising out of fraud or willful misconduct by either party and (c) either party’s infringement of the other party’s Intellectual Property Rights.
9.4. NoLimitation ofLiabilityby Law.Because somejurisdictions donot allowliabilityor damages tobelimitedtotheextentsetforthabove,someoftheabovelimitationsmay not apply to Customer.
10. Miscellaneous
10.1. Intentionally omitted.
10.2. 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, CA95160, and [email protected].
10.3. Anti-corruption.Neither OpenGovnor anyofitsemployees or agents has offeredor providedanyillegalorimproperpayment,gift,ortransferofvalueinconnectionwiththis Agreement.Thepartieswillpromptlynotify eachotheriftheybecomeawareofany violationof anyapplicable anti-corruption lawsinconnectionwiththisAgreement.
10.4. Injunctive Relief. The parties acknowledge that any breach of the confidentiality provisionsortheunauthorizeduseofaparty’sintellectualpropertymayresultinserious andirreparableinjurytotheaggrievedpartyforwhichdamagesmaynotadequately compensatetheaggrievedparty.Thepartiesagree,therefore,that,inadditiontoany otherremedythattheaggrievedpartymayhave,it shallbeentitledtoseek equitable injunctiverelief.
Docusign Envelope ID: E7341C53-9545-4F0E-8807-B736A3927BB2 8 OpenGovMaster ServicesAgreement Grover Beach, CA | July 16, 2024
10.5. 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 ofthis 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 fromperforming.
10.6. 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.
10.7. Survival. The following sections of this Agreement shall survive termination: Section 5. (Confidentiality),Section 7(Payment of Fees),Section 4.4 (Deletion of CustomerData), Section 8.3 (Warranty Disclaimer), Section 9 (Limitation of Liability) and Section 10 (Miscellaneous).
10.8. 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; provided, however, that the non-assigning party may cancel this Agreement prior to any such assignment if the assignee has previously breached a contract with the non-assigning party or the nonassigning party provides a good faith reason for the cancellation. Any other attempted assignment shall be void. This Agreement will benefit and bind permitted assigns and successors.
10.9. 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.
10.10. 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 San Luis Obispo County, California, and the parties submit to the personal jurisdiction and venue therein.
10.11. 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.
Docusign Envelope ID: E7341C53-9545-4F0E-8807-B736A3927BB2 9 OpenGovMaster ServicesAgreement Grover Beach, CA | July 16, 2024 Signatures
Customer: Grover Beach, CA
Signature:
Name:
Title:
Date:
OpenGov, Inc.
Signature:
Name:
Title:
Date:
Docusign Envelope ID: E7341C53-9545-4F0E-8807-B736A3927BB2 SVP, Finance
7/17/2024
Sam Kramer
OpenGov Inc.
660 3rd Street, Suite 100
San Francisco, CA 94107 United States
Q015803
7/17/2024 Kelly Ammons
7/31/2024 [email protected]
8/1/2024 36 Months
7/31/2027
City of Grover Beach, CA Gabriel Munoz-Morris
154 S. Eighth St. [email protected]
Grover Beach, CA (805) 473-4536
United States
Annually in Advance
Net Thirty (30) Days
Product / Service Start Date End Date Annual Fee
Enterprise Asset Management
8/1/2024 7/31/2025 $29,833.00
Enterprise Asset Management
8/1/2025 7/31/2026 $31,324.65
Enterprise Asset Management
8/1/2026 7/31/2027 $32,890.88
See Service Terms
August 1, 2024 $29,833.00
August 1, 2025 $31,324.65
August 1, 2026 $32,890.88
Billed as Incurred $2,800.00
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.
Signature: Signature:
Name: Name:
Title: Title:
Date: Date:
Order Form Number:
Created On: Prepared By: Order Form Expiration: Email:
Subscription Start Date: Contract Term:
Subscription End Date:
Customer: Contact Name:
Ship To: Email:
Phone:
Billing Frequency:
Payment Terms:
SOFTWARE SERVICES:
Annual Subscription Total:
Serivce Terms
Service Date: Amount:
OpenGov, Inc.
Customer Information
Order Details
Order Form Legal Terms
Transportation Domain, Walkability Domain, Stormwater Domain, Water Distribution Domain, Wastewater Collection Domain Transportation Domain, Walkability Domain, Stormwater Domain, Water Distribution Domain, Wastewater Collection Domain Transportation Domain, Walkability Domain, Stormwater Domain, Water Distribution Domain, Wastewater Collection Domain (Annual Software Fee)
(Annual Software Fee)
(Annual Software Fee)
(Estimated Travel and Expenses - Not to Exceed)
Docusign Envelope ID: 9687460D-F120-48F1-9865-6E1DDB1A8EFC SVP, Finance
7/17/2024
Sam Kramer