July 7, 2026, Item #5
DATE:
TO:
FROM:
CONTACT:
SUBJECT:
Summary:
AGENDA REPORT CityofPoway
July 7, 2026
Honorable Mayor and Members of the City 5J\tncil
Eric Heidemann, Director of Public Works 7, X\
CITY COUNCIL
Stephen Jackson, Assistant Director of Public Works for Maintenance Operations (858) 668-4705 or [email protected] t/f/-
Approval of License Agreement between the City of Poway and OpenGov for Software Licensing, Technical Support and Maintenance
The City utilizes OpenGov software to manage the Public Works Department work orders and assets.
With the license agreement expiration, staff recommends renewing its license agreement with Open Gov for its Enterprise Asset Management (EAM) System) and SeeClickFix platforms for asset and work order management, and citizen reporting services. The total cost of the agreement is $301,072.42 and is effective from the period commencing July 30, 2026, and endingjuly 29, 2029. Staff has determined that OpenGov's products continue to best meet the business needs of the City.
Recommended Action:
It is recommended the City Council approve the License Agreement with OpenGov for EAM Licensing, Technical Support and Maintenance, and authorize the City Manager to execute the necessary documents.
Discussion:
The City of Poway first implemented Cartegraph in August 1998 to assist staff in day-to-day operations. Cartegraph, which has since been acquired by and is now part of OpenGov (OpenGov), was initially utilized to generate and process work orders, record labor, equipment, and materials costs, and generate reports. Since 1998, the City has entered into updated license agreements as the system's asset management functionality expanded to meet evolving business needs. Enhancements have included web-based applications, integration of public service requests, GIS integration and mobile access, and comprehensive asset management capabilities. The current licensing model provides unlimited user access to OpenGov EAM in their Sofware as a Service (SaaS) hosted environment.
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July 7, 2026, Item #5
OpenGov's EAM SeeClickFix solution best meets the City's overall work order, maintenance, and asset management system needs. SeeClickFix, better known as the Poway CityApp, offers both mobile and web applications that allow residents to submit service requests, which are then routed to the appropriate department for resolution. The system enhances notification and workflow processes and enables staff to provide updates and resolution feedback to the requestor.
The City is currently in the final year of its existing agreement with OpenGov, which expires July 29, 2026. Staff recommends renewing the license agreement under a new three-year term beginning July 30, 2026, and ending July 29, 2029. The total agreement amount is $301,072.42. The annual costs, including a 5% CPI increase each year, are $95,502.75, $100,277.88, and $105,291.79, respectively.
These costs will be budgeted annually.
Environmental Review:
This action is not subject to review under the California Environmental Quality Act (CEQA).
Fiscal Impact:
Sufficient funds are available in the Public Works Director Division, Software Subscriptions & Maintenance account (400060-43090) adopted FY 2026-27 budget for the initial year of the contract term. Amounts will be included in the proposed budget for each of the two subsequent fiscal years for the remaining term of this agreement for Council's consideration.
Public Notification:
None.
Attachments:
A. OpenGov Master Service Agreement
Tracy Stevens
Assistant City Manager
2 of14
Reviewed By:
Alan Fenstermacher
City Attorney
Ap~
ChrisHazetrne
City Manager
July 7, 2026, Item #5
OpenGov
'T
Order
Form
Number:
Q-10431
Created
On:
05/06/2026
Order
Form
Expiration:
07/29/2026
Subscription
Start
Date
:
07/30/2026
Subscription
End
Date:
07/29/2029
Customer
Information:
OpenGov
Inc
.
660
3rd
Street,
Suite
100
San
Francisco,
CA
94107
United
States
Prepared
By:
Isabel
DeGrandi
Email:
[email protected]
Contract
Term:
36 Months
Customer:
City
of
Poway,
CA
Contact
Name:
Brad
Rosen
Bill
To/Ship To:
13325
Civic
Center
Drive
Email:
[email protected]
Poway,
California
Phone:
858-668-4452
92064 United
States
Order
Details:
Billing Frequency:
Prepaid
Payment
Terms:
Net
30 Days
SOFTWARE
SERVICES:
Product
Name
Start
Date
End
Date
Advanced
Asset
07/30/2026 07/29/2027
Asset
Builder
07/30/2026 07/29/2027
Asset
Management
07/30/2026
07/29/2027
Internal
Requests
07/30/2026 07/29/2027
SeeClickFix
(Full)
07/30/2026
07/29/2027
Wastewater
Treatment
Plant
Domain
I
07/30/2026
07/29/2027
I
Advanced
Asset
I
07/30/2027
07/29/2028
3 of
14 ATTACHMENT
A
Annual
Fee
$8,060.85 $3,542.70 $54,056.65 $1,592.57 $24,173.18 $4,076.80 $8,463.89 July 7, 2026, Item #5
Asset
Builder
Asset
Management
Internal
Requests
SeeClickFix
(Full)
Wastewater
Treatment
Plant
Domain
Advanced
Asset
Asset
Builder
Asset
Management
Internal
Requests
SeeClickFix
(Full)
Wastewater
Treatment
Plant
Domain
Customer
Billing/Service
Periods:
Period: 07/30/2026 07/30/2027 07/30/2028 Order
Form
Legal
Terms:
Total: $95,502.75 $100,277.88 $105,291.79
07/30/2027
07/29/2028
$3,719.84
07/30/2027 07/29/2028
$56,759.48
07/30/2027 07/29/2028
$1,672.19
07/30/2027 07/29/2028
$25,381.84
07/30/2027 07/29/2028
$4,280.64
07/30/2028 07/29/2029
$8,887.09
07/30/2028 07/29/2029
$3,905.83
07/30/2028
07/29/2029
$59,597.45
07/30/2028
07/29/2029
$1,755.80
07/30/2028
07/29/2029
$26,650.94
07/30/2028
07/29/2029
$4,494.68
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
been
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
Poway,
CA:
OpenGov,
Inc.
Signature:
Signature:
4 of
14 July 7, 2026, Item #5
Name: Name:
Title: Title:
Date: Date:
5 of 14
July 7, 2026, Item #5
OpenGov Master Services Agreement
The parties to this Master Services Agreement (this "Agreement") are Open Gov, Inc., a Delaware corporation ("OpenGov"), and the customer named in the signature block below ("Customer"). This Agreement, which becomes effective when fully executed (the "Effective Date"), sets forth the terms and conditions under which Open Gov will provide its products and services to Customer.
1. Definitions
1.1. "Customer Data" means the data that is provided by Customer to OpenGov pursuant to this Agreement (for example, by email or through Customer's software systems of record), including any data transmitted through the Software Services.
1.2. "Documentation" means any written, electronic, or online materials produced by OpenGov, and made available to Customer in connection with the Software Services, including user guides, training materials, FAQs, and technical support content, but excluding Product Documentation.
1.3. "Intellectual Property Rights" means all past, present, and future intellectual property rights including those associated with works of authorship, copyrights, moral rights, trademarks, trade names, trade secrets, patent rights, and any other proprietary rights in intellectual property of every kind and nature.
1.4. "Order Form" means the document(s) separately executed by the parties or attached as an exhibit, that specifies the Software Services and the Professional Services that Open Gov will provide to Customer. All such Order Form(s) are incorporated into this Agreement by reference.
1.5. "Product Documentation" means the technical specifications that describe the features, functionality, configuration, and intended operation of the Software Services located at htt ps://o pen gov. my.site.com/sup port/ sf agreement-product-documentation, which is incorporated into this Agreement by reference.
1.6. "Professional Services" means the implementation, configuration, training, consulting, or other professional services provided by OpenGov or its authorized partners, and identified in the applicable Statement of Work.
1.7. "Software Services" means the commercial-off-the-shelf software products and services provided by OpenGov and identified in the applicable Order Form.
1.8. "Statement of Work" or "SOW" means the document(s) separately executed by the parties or attached as an exhibit to this Agreement or any applicable Order Form, that specifies the Professional Services that OpenGov will provide to Customer. All such SOW(s) are incorporated into this Agreement by reference.
2. Software Services and Professional Services
2.1. Software Services.
OpenGov Master Services Agreement Revised May 5, 2025
6 of 14
July 7, 2026, Item #5
2.1.1. Subject to the terms and conditions of this Agreement, OpenGov will use commercially reasonable efforts to provide the Software Services.
2.1.2. Support and Service Levels. Customer support is available by email to [email protected] or by using the chat messaging functionality of the Software Services. Customer may report issues any time; however, OpenGov will address issues during business hours. OpenGov will provide the applicable level of support in accordance with the Support and Software Service Levels located at https:/ /opengov.com/service-sla, which is incorporated into this Agreement by reference.
2.2. Professional Services.
2.2.1. Subject to the terms and conditions of this Agreement, OpenGov will use commercially reasonable efforts to provide the Professional Services, if applicable.
Unless otherwise specified in the SOW, any pre-paid Professional Services must be utilized within one year from the Effective Date.
2.2.2. Travel Expenses for Professional Services. Travel expenses, if any, will be set forth in the applicable Order Form or SOW. Any additional travel expenses shall be subject to Customer's prior written approval and will be reimbursable by Customer.
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. In addition, Customer shall not, and shall not knowingly or negligently, permit or enable any third party to: (a) use or access any of the Software Services to build a competitive product or service; (b) modify, disassemble, decompile, reverse engineer or otherwise make any derivative use of the Software Services (except to the extent applicable laws specifically prohibit such restriction); (c) sell, license, rent, lease, assign, distribute, display, host, disclose, outsource, copy or otherwise commercially exploit the Software Services; (d) perform or disclose any benchmarking or performance testing of the Software Services, including but not limited to load testing or stress testing; (e) remove any proprietary notices included with the Software Services; (f) use the Software Services in violation of applicable law; or (g) transfer any personal, sensitive, or personally identifiable information to OpenGov in a manner that violates Customer's obligations under the Data Processing Addendum.
3.2. Responsibilities. Customer shall be responsible for obtaining and maintaining computers, third-party software systems of record, and application programming interfaces needed to connect to, access, or otherwise use the Software Services.
Customer shall also be responsible for: (a) ensuring that such equipment is compatible with the Software Services, (b) maintaining the security of such equipment, user accounts, passwords and files, in accordance with industry standards, and (c) all uses of Customer user accounts by any party other than Open Gov. Open Gov is not responsible for the operation, support, or security of any third-party software, systems, or services 2 OpenGov Master Services Agreement Revised May 5, 2025 7 of 14
July 7, 2026, Item #5
not
provided
by
Open
Gov.
3.3. Data
Processing
Addendum.
To
the
extent
OpenGov
processes
any
Customer
Data
that
contains
personal
information,
personally
identifiable
information,
or
sensitive
personal
information
on
behalf
of
Customer
in
the
course
of
providing
the
Software
Services
and
Professional
Services
under
this
Agreement,
the
parties
agree
to
comply
with
the
terms
of
the
Data
Processing
Addendum,
located
at
https:/
/opengov.com/data-processing-addendum,
which
is
incorporated
into
this
Agreement
by
reference
.
4. Intellectual
Property
Rights;
License
Grants;
Access
to
Customer
Data
4.1. OpenGov's
Intellectual
Property
Rights.
OpenGov
exclusively
owns
and
retains
all
right,
title,
and
interest
to
the
Software
Services,
Professional
Services,
Documentation,
and
Product
Documentation,
including
all
Intellectual
Property
Rights
therein.
This
includes,
without
limitation,
all
underlying
technology,
software,
user
interfaces,
visual
design
elements
(such
as
the
"look
and
feel"),
custom
fonts,
graphics,
workflows,
button
icons,
and
any
derivative
works
(e.g.,
enhancements,
modifications,
or
corrections),
including
but
not
limited
to
those
that
are
created
in
connection
with
or
through
the
use
of
the
Software
Services,
Professional
Services,
Documentation,
or
Product
Documentation.
Customer
may
not
reproduce,
modify,
distribute,
or
create
derivative
works
based
on
any
part
of
the
Software
Services,
in
whole
or
in
part,
without
OpenGov's
prior
written
consent.
4.2. License Grant
to
Customer.
Open
Gov
grants
Customer
a non-exclusive,
non-transferable,
non-sublicensable,
royalty-free
license
to
use
the
Software
Services,
Documentation,
and
Product
Documentation
during
the
Term
for
its
internal
use and
the
purpose
as
described
in
this
Agreement.
No
additional
rights
or
licenses
shall
be
deemed
granted.
4.3. Customer's
Intellectual
Property
Rights.
Customer
retains
all
right,
title,
and
interest,
including
all
Intellectual
Property
Rights,
in
and
to
Customer
Data.
Customer
grants
Open
Gov
and
its
authorized
partners
(such
as
cloud
hosting
providers)
a non-exclusive,
royalty-free
license
to
access,
use,
. store,
edit,
reformat
and
otherwise
process
Customer
Data
for
the
purpose
of
providing,
maintaining,
developing,
and
improving
OpenGov's
products
and
services
.
4.4. Aggregated
and
Anonymized
Data.
Customer
agrees
that
OpenGov
and
its
authorized
partners
may
use
aggregated
and
anonymized
data
derived
from
Customer
Data
to
provide,
maintain,
develop,
and
improve
OpenGov's
products
and
services,
to
provide
general
customer
service
support
and
improvements,
and
to
perform
data
and
usage
analytics.
Any
insights,
developments,
or
improvements
arising
from
such
aggregated,
anonymized
data
shall
be
owned
by
OpenGov.
4.5. Access
to
Customer
Data
. Customer
may
download
Customer
Data
from
the
Software
Services
at
any
time
during
the
Term,
excluding
during
routine
software
maintenance
periods.
For
a period
of
30 days
after
expiration
of
the
Term,
Customer
may
request
that
3 OpenGov
Mast
er
Se
rvices
Ag
reement
Revised
May
5,
2025
8 of
14 July 7, 2026, Item #5
OpenGov complete a one-time transfer of Customer Data in a format customarily used in the industry at OpenGov's then-current hourly rate.
4.6. Deletion of Customer Data. Unless otherwise requested pursuant to this Section 4.6, upon the termination of this Agreement, Customer Data shall be deleted pursuant to OpenGov's standard data deletion and retention practices, which is to delete Customer Data 45 days after termination or expiration of the Agreement. Upon written request, Customer may request deletion of Customer Data prior to the date of termination of this Agreement, in accordance with the notice requirements set forth in Section 10.2.
4.7. Feedback. "Feedback" means any suggestions, comments, ideas, recommendations, usage, or other input provided by Customer to Open Gov regarding the services.
Customer grants Open Gov a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license to use such Feedback in the Software Services, Professional Services, Documentation and Product Documentation. Open Gov will exclusively own all right, title, and interest, including all Intellectual Property Rights, in and to any improvements, modifications, or derivative works to the Software Services, Professional Services, Documentation or Product Documentation that are based on or derived from such Feedback.
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, Documentation, and Product Documentation.
5.2. Confidential Information does not include information that: (a)was publicly known or becomes publicly known through no breach of this Agreement by the receiving party; (b) is required to be disclosed upon request under any applicable federal, state, or local public records laws; (c) Customer expressly directs Open Gov make publicly available; (d) was lawfully known to the receiving party without restriction on disclosure before receipt from the disclosing party; (e) is disclosed to the receiving party by a third party who has the right to make such disclosure without restriction; or (f) is independently developed by the receiving party without access to the disclosing party's Confidential Information.
5.3. Each party agrees to use the other's Confidential Information only in connection with this Agreement. Each party further agrees to protect the other party's Confidential Information using the measures that it employs with respect to its own Confidential Information of a similar nature, but in no event with less than reasonable care. If a party is required to disclose Confidential Information by law, subpoena, or court order, it must, to the extent legally permitted, promptly notify the other party in writing prior to the disclosure to give the other party an opportunity to oppose or limit the disclosure. 4 OpenGov Maste1· Services Agreement Revised May 5, 2025 9 of14
July 7, 2026, Item #5
6. Term and Termination
6.1. Agreement Term. This Agreement begins on the Effective Date and will remain in effect until the termination or expiration of all active Order Forms entered into under this Agreement ("Term"), unless earlier terminated pursuant to this Section 6.
6.2. Renewal. Each Order Form shall automatically renew for additional terms equal in duration to its initial term (each, a "Renewal Term"), unless either party provides written notice of non-renewal at least 30 days prior to the expiration of the then-current term.
6.3. Termination for Cause. If either party materially breaches this Agreement and fails to cure such breach within 30 days after receiving written notice by the non-breaching party, the non-breaching party may terminate this Agreement.
6.4. Termination for Non-Appropriation. If required by applicable law, Customer may terminate this Agreement if it does not appropriate funds for a future fiscal year. In order to terminate for non-appropriation, Customer must provide at least 30 days' prior written notice, provided it is after the first full year of the Agreement. Obligations to pay fees are non-cancelable, and payments are non-refundable. This section may not be used as a substitute for termination for convenience.
6.5. Effect of Termination. Upon termination of this Agreement pursuant to Section 6: (a) Customer shall pay in full for all of the Software Services and Professional Services for the then-current annual term; (b) OpenGov shall stop providing the Software Services and the Professional Services to Customer; and (c) with the exception of Customer Data, the return and deletion of which are addressed in Section 4, each party shall, upon request of the other party, return or delete any of the other party's Confidential Information.
7. Payment of Fees
7.1. Fees; Invoicing; Payment; Expenses.
7.1.1. Fees. Fees for the Software Services and Professional Services are set forth in the applicable Order Form, and Open Gov will invoice Customer accordingly. Customer agrees to pay invoices within 30 days of receipt. 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, except as expressly provided in Sections 8.1.2 and 8.1.3.
7.1.2. Annual Software Price Adjustment. OpenGov shall increase the fees for the Software Services during any Renewal Term by 5% each year or as otherwise agreed upon in the applicable renewal Order Form.
7.1.3. Travel Expenses. OpenGov will invoice Customer for 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. Receipts shall be provided for the travel expenses listed on the invoice.
5 OpenGov Master Services Agreement Revised May 5, 2025 10 of 14
July 7, 2026, Item #5
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 a late interest penalty of the maximum rate permitted by law; and (b) if Customer's account remains delinquent (with respect to payment of an undisputed invoice} for 10 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 6.3. Customer will continue to incur and owe all applicable fees irrespective of any such service suspension based on such Customer's delinquency.
7.3. Taxes. Each party is responsible for the tax effects this Agreement imposes upon it. If Customer is tax-exempt, it will provide OpenGov its tax exemption certificate.
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 will re-perform the applicable services. If OpenGov is unable to re-perform such work as warranted, Customer will be entitled to recover all fees paid to Open Gov for the deficient work. Customer must give written notice of any claim under this warranty to OpenGov within 90 days of the completion of the Professional Services pursuant to the applicable SOW to receive such warranty remedies.
8.1.3. Software Services Warranty. Open Gov further represents and warrants that for the Term, the Software Services will perform in all material respects in accordance with the then-current Product Documentation. The foregoing warranty does not apply to (a) any Software Services that have been used in a manner other than as set forth in this Agreement, or(b} any pre-release features, functionality, or beta software services that Customer elects to use in the beta phase of development. For any breach of the Software Services warranty, OpenGov will repair or replace any nonconforming Software Services so that the affected portion of the Software Services operates as warranted. If OpenGov is unable to do so, Customer may terminate the Agreement and will be entitled to a refund of the pre-paid, unused portion of the fees from the date of the discovery of the defect. Customer must give written notice of any claim under this warranty to Open Gov within 90 days of Customer discovering the defect to receive such warranty remedies.
8.2. By Customer. Customer represents and warrants that (a} it has all right and authority necessary to enter into and perform this Agreement and (b) OpenGov's use of Customer Ope11Gov Master Services Agreement
11 of 14
6 Revised May 5, 2025
July 7, 2026, Item #5
Data pursuant to this Agreement will not infringe, violate or misappropriate Intellectual Property Rights of any third party.
8.3. Disclaimer. OPEN GOV 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) FOR ANY MATTER BEYOND A PARTY'S REASONABLE CONTROL, 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 OR PAYABLE BY CUSTOMER TO OPEN GOV 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 arising out of fraud or willful misconduct by either party; (b) either party's infringement of the other party's Intellectual Property Rights; {c) breach of obligations under Section
3.1; and {d) payment obligations under this Agreement.
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.
10. Miscellaneous
10.1. 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.
10.2. Notice. Ordinary day-to-day operational communications may be conducted by email, live chat or telephone. For notices required by the Agreement the parties must communicate more formally in a writing sent via USPS certified mail and via email.
OpenGov's addresses for notice are: [email protected] with a mailed copy to Open Gov, 7 OpenGov Master Services Agreement Revised May 5, 2025 12 of 14
July 7, 2026, Item #5
Inc., 660 3rd Street, Suite 100, San Francisco, CA 94107.
10.3. 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.
10.4. 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.
10.5. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement, due to any events beyond its reasonable control, including but not limited to acts of god, acts of governmental authority, war, riot, labor disputes, failures of performance by any third-party services, utilities, or equipment failures, or any other events beyond the party's reasonable control. Notwithstanding the foregoing, Customer shall remain obligated to perform its obligations under Section 7.1.1.
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 or expiration: Section 5 (Confidentiality), Section 7(Payment of Fees), Section 4.6 (Deletion of Customer Data), 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. Neither party may assign, or otherwise transfer this Agreement without the other party's written consent, which consent may not be unreasonably withheld, conditioned, or delayed.
Notwithstanding the foregoing, 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.
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. This Agreement will be governed by the laws of 8 Open Gov Master Services Agreement Revised May 5, 2025 13 of 14
July 7, 2026, Item #5
Customer's
jurisdiction,
without
regard
to
conflict
of
laws
principles
. The
parties
submit
to
personal
jurisdiction
and
venue
in
the
courts
of
Customer's
jurisdiction
.
10 .11.
Complete
Agreement.
OpenGov
has
made
no
other
promises
or
representations
to
Customer
other
than
those
contained
in
this
Agreement.
Any
additional
or
different
terms
in
a purchase
order
or
click-through
agreement
are
expressly
rejected
by
the
parties
and
are
void
. Any
modification
to
this
Agreement
must
be
in
writing
and
signed
by
an
authorized
representative
of
each
party.
No
third
parties
are
authorized
to
modify
this
Agreement.
If
there
is
a conflict
between
this
Agreement
and
any
other
attached
or
incorporated
document.
the
terms
of
this
Agreement
will
control
unless
expressly
stated
otherwise.
Customer:
OpenGov,
Inc.
Signature
Signature
Name
Name
Title
Title
Date
Date 9
OpenGov
Maste
r Se
rvices
Agreement
Revised
May
5,
2025
14 of
14