OPENGOV SOFTWARE SERVICES AGREEMENT
2 City of Redondo Beach, CA | August 24, 2023
OPENGOV SOFTWARE SERVICES AGREEMENT
This Software Services Agreement (this "Agreement") is entered into by OpenGov, Inc., a Delaware corporation with a principal place of business at 660 3rd St, Ste 100, San Francisco, California 94107 ("OpenGov") and the customer listed on the signature block below ("Customer"), as of the date of last signature below (the "Effective Date"). This Agreement sets forth the terms under which Customer will be permitted to use OpenGov’s hosted software services.
1. DEFINITIONS
"Customer Data" means data that is provided by Customer to OpenGov pursuant to this Agreement (for example, by email or through Customer's software systems of record). Customer Data shall not include any confidential personally identifiable information.
''Documentation" means the documentation for the Software Services at the Customer Resource Center page found at https://opengov.zendesk.com.
"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.
''Initial Term" means the initial license term specified in number of years on the Order Form, commencing on the Effective Date.
"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 moral rights, 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.
"Order Form" means OpenGov's Software Services order form that: (a) specifies the Software Services provided by OpenGov; (b) references this Agreement; and (c) is signed by authorized representatives of both parties. "Renewal Term" means each additional renewal period, which shall be for a period of equal duration as the Initial Term, for which this Agreement is extended pursuant to Section 7.2.
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 perform the software services identified in the applicable Order Form entered into by OpenGov and Customer ("Software Services").
2.2 Support. Customer support is available by email to [email protected] or by using the chat messaging functionality of the Software Services, both of which aria available during OpenGov's standard business hours. Customer may report issues any time. However, OpenGov will address issues during business hours.
2.3 Professional Services.
(a) If OpenGov or its authorized independent contractors provides professional services to Customer, such as implementation services, then these professional services will be described in a statement of work signed by the parties ("SOW") and attached as an exhibit to this Agreement (the "Professional Services"). (b) Unless the SOW provides otherwise, all reasonable travel expenses incurred by OpenGov in performing the professional services will be reimbursed by Customer. Travel expenses include cost of coach airfare travel round trip from San Francisco, California to Customer's location, reasonable hotel accommodations, ground transportation and meals.
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. 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 or otherwise commercially exploit the copy, rent, lease, distribute, assign, sell, 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 and third-party software systems of record (such as Customer's ERP systems) needed to 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
OPENGOV SOFTWARE SERVICES AGREEMENT
3 City of Redondo Beach, CA | August 24, 2023
Services, (b) maintaining the security of such equipment, user accounts, passwords and files, and (c) all uses of Customer user accounts by any party other than OpenGov.
4. INTELLECTUAL PROPERTY RIGHTS; LICENSE GRANTS; ACCESS TO CUSTOMER DATA
4.1 Software Services. OpenGov retains all right, title, and interest in the Software Services and all 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 and 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 hereby grants to Customer a non-exclusive, royalty-free license during the Term to use the Software Services.
4.2 Customer Data. Customer retains all right, title, and interest in the Customer Data and all Intellectual Property Rights therein. Customer hereby grants to OpenGov a non-exclusive, royalty-free license to, and permit its partners to, use, store, edit and reformat the Customer Data, and to use Customer Data for purposes of sales, marketing, business development, product enhancement, customer service, or for analyzing such data and publicly disclosing such analysis ("Insights"), provided that in all such uses Customer Data is rendered anonymous such that Customer is no longer identifiable.
4.3 Access to Customer Data. Customer may download the Customer Data from the Software Services at any time during the Term, other than during routine software maintenance periods. OpenGov has no obligation to return Customer Data to Customer.
4.4 Feedback. Customer hereby grants to OpenGov a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license to use and incorporate into the Software Services and Documentation Customer's Feedback. OpenGov will exclusively own any improvements or modifications to the Software Services and Documentation based on or derived from any of Customer's Feedback including all Intellectual Property Rights in and to the improvements and modifications.
5. CONFIDENTIALITY
5.1 Each party (the "Receiving Party") agrees not to disclose any Confidential Information of the other party (the "Disclosing Party") without the Disclosing Party's prior written consent, except as provided below. The Receiving Party further agrees: (a) to use and disclose the Confidential Information only in connection with this Agreement; and (b) to protect such Confidential Information using the measures that Receiving Party employs with respect to its own Confidential Information of a similar nature, but in no event with less than reasonable care. Notwithstanding the above, the Receiving Party may disclose Confidential Information to the extent required by law or court order, provided that prior written notice of such required disclosure and an opportunity to oppose or limit disclosure is given to the Disclosing Party.
5.2 "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 (including the terms of the applicable Software Agreement). OpenGov's Confidential Information includes, without limitation, the software underlying the Software Services and all Documentation.
Notwithstanding the foregoing, "Confidential Information" does not include: (a) "Public Data," which is data that the Customer has previously released to the public or would be required to release to the public, upon request, according to applicable federal, state, or local public records laws, including without limitation the California Public Records Act.
Confidential Information does not include (b) information that has become publicly known through no breach by the receiving party; (c) information that was rightfully received by the Receiving Party from a third party without restriction on use or disclosure; (d) information independently developed by the Receiving Party without access to the Disclosing Party's Confidential information; (e) disclosed due to any rule, order, referral, or request, including without limitation any rule, order, referral, or request of Customer’s City Council; or f) disclosed as part of the Customer’s customary contract approval process.
6. PAYMENT OF FEES
6.1 Fees; Invoicing; Payment: Expenses.
(a) Fees. The fees for the Software Services ("Fees") for the Initial Term and any Renewal Term are set forth in the applicable Order Form.
(b) Annual Software Maintenance Price Adjustment. OpenGov shall increase the fees payable for the Software Services during any Renewal Term by 5% each year of the Renewal Term. (c) Invoicing and Payment. OpenGov will invoice the Customer according to the Billing Frequency listed on the Order Form. Customer shall pay all invoices according to the Payment Terms listed on the Order Form.
6.2 Reserved.
OPENGOV SOFTWARE SERVICES AGREEMENT
4 City of Redondo Beach, CA | August 24, 2023
6.3 Taxes. All Fees under this Agreement are exclusive of any applicable sales, value-added, use or other taxes ("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.
7. TERM & TERMINATION
7.1 Term. Subject to compliance with all terms and conditions, the term of this Agreement shall commence on the Effective Date and shall continue until the Subscription End Date specified on the Order Form (the "Initial Term").
7.2 Renewal. Unless either party terminates this Agreement in writing no less than thirty (30) days before the end of the Initial Term, this Agreement shall renew for another period of the same duration as the Initial Term (the Renewal Term and together with the Initial I erm, the "Term").
7.3 Termination. If either party materially breaches any term of this Agreement and fails to cure such breach within thirty (30) days after notice by the non-breaching party (ten (10) days in the case of non-payment), the nonbreaching party may terminate this Agreement immediately upon notice.
7.4 Effect of Termination.
(a) In General. Upon termination or expiration of this Agreement: (a) Customer shall pay in full for all Software Services and Professional Services performed up to and including the effective date of termination, (b) all Software Services provided to Customer hereunder shall immediately terminate; and (c) each party shall return to the other party or, at the other party's option, destroy all Confidential Information of the other party in its possession. (b) Deletion of Customer Data. If Customer requests deletion of its Customer Data in writing prior to the date of termination or expiration of this Agreement, then OpenGov will permanently and irrevocably delete Customer Data, excluding any Insights, stored by its cloud hosting provider within ten (10) days of the date of termination or expiration of this Agreement. Such request must be addressed to "OpenGov Vice President, Customer Success" at OpenGov's address for notice described at Section 10.2.
7.5 Survival. The following sections of this Agreement shall survive termination: Section 5 (Confidentiality), Section 6 (Payment of Fees), Section 7.4(b) (Deletion of Customer Data), Section 8.3 (Warranty Disclaimer), Section 9 (Limitation of Liability) and Section 10 (Miscellaneous).
8. REPRESENTATIONS AND WARRANTIES; DISCLAIMER
8.1 By OpenGov.
(a) General Warranty. OpenGov represents and warrants that: (i) it has all right and authority necessary to enter into and perform this Agreement: and (ii) the Professional Services, if any, will be performed in a professional and workmanlike manner in accordance with the related statement of work and generally prevailing industry standards.
(b) Software Services Warranty. OpenGov further represents and warrants that for a period of ninety (90) days, the Software Services will perform in all material respects in accordance with the Documentation during the Term. 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. Any claim submitted under this Section 8.1(b) must be submitted in writing 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 0perates 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 (i) it has all right and authority necessary to enter into and perform this Agreement; and (ii) OpenGov's use of the Customer Data pursuant to this Agreement will not infringe, violate or misappropriate the Intellectual Property Rights of any third party.
8.3 Disclaimer. OPENGOV DOES NOT WARRANT THAT THE SOFTWARE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE SERVICES. EXCEPT AS SET FORTH IN THIS SECTION 8, THE SOFTWARE SERVICES ARE PROVIDED "AS IS" AND OPENGOV DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
OPENGOV SOFTWARE SERVICES AGREEMENT
5 City of Redondo Beach, CA | August 24, 2023
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 SUCH 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 BY
CUSTOMER TO OPENGOV (OR, IN THE CASE OF CUSTOMER, PAYABLE) FOR THE SOFTWARE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.
9.3 Limitation of Liability Exclusions. The limitations of liability set forth in Sections 9.1 and 9.2 above do not apply to, and each party accepts liability to the other for: (a) claims based on either party's intentional breach of its obligations set forth in Section 5 (Confidentiality), (b) claim arising out of fraud or willful misconduct by either party and (c) either party's unauthorized use, distribution, or disclosure of the other party's intellectual property.
9.4 No Limitation of Liability by Law. Because some jurisdictions do not allow liability or damages to be limited to the extent set forth above, some of the above limitations may not apply to Customer.
10. 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 connection with 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 communications. However, for notices required by the Agreement (in Sections where the word "notice" appears) the parties must communicate more formally in a writing given by personal delivery, by pre-paid first-class mail or by overnight courier to the address specified in the most recent Order Form (or such other address as may be specified in writing in accordance with this Section).
10.3 Anti-corruption. OpenGov has not offered or provided any bribe, kickback, illegal or improper payment, gift, or thing of value to any Customer personnel in connection with the Agreement, other than reasonable gifts and entertainment provided Customer in the ordinary course of business. If OpenGov become aware of any violation of the above restriction then OpenGov shall promptly notify Customer.
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 shall be held responsible or liable for any losses arising out of any delay or failure in performance of any part of this Agreement, other than payment obligations, due to any act of god, act of governmental authority, or due to war, riot, labor difficulty, failure of performance by any third-party service, utilities, or equipment provider, or any other cause beyond the reasonable control of the party delayed or prevented from performing.
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. There are no third-party beneficiaries to this Agreement.
10.7 Assignment. Except as set forth in this Section, neither party shall assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations to a third party without the other party's prior written consent, which consent shall 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: (i) its corporate affiliate; or (ii) 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 shall inure to the benefit of and bind each party's permitted assigns and successors.
10.8 Independent Contractors. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect.
10.9 Attorneys· Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be
OPENGOV SOFTWARE SERVICES AGREEMENT
6 City of Redondo Beach, CA | August 24, 2023
entitled to recover costs and attorneys' fees.
10.10 Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. 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 Mateo County, California, and the parties hereby submit to the personal jurisdiction and venue therein.
10.11 Complete Agreement. This Agreement Is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party.
Signatures
Customer: City of Redondo Beach, CA OPENGOV, INC.
Signature: ________________________________ Signature: ______________________________ Name: William C. Brand Name: Sam Kramer
Title: Mayor Title: Vice President, Finance
Date: September 5, 2023 Date: ________________________________ ATTEST:
Signature: _______________________________
Name: Eleanor Manzano
Title: City Clerk
Date: September 5, 2023
APPROVED AS TO FORM:
Signature:
Name: Michael W. Webb
Title: City Attorney
Date: September 5, 2023
OPENGOV SOFTWARE SERVICES AGREEMENT
7 City of Redondo Beach, CA | August 24, 2023
SOW
See attached.
2023 Statement of Work v1.1.1
1 Statement of Work
City of Redondo Beach, CA
Creation Date: 8/21/2023
Document Number: PS03246 Version Number: 3
Created by: Sidney Barnes
2023 Statement of Work v1.1.1
2 Table of Contents
1. Overview and Approach 3
1.1. Agreement 3
2. Statement of Work 3
2.1. Project Scope 3
2.2. Facilities and Hours of Coverage 4
2.3. Key Assumptions 4
2.4. OpenGov Responsibilities 4
2.4.1. Activity 1 – Project Management 4
2.4.2. Activity 2 – Initialization 5
2.4.3. Activity 3 – OpenGov Use Cases 5
2.4.4. Activity 4 – Training 6
2.5. Your Responsibilities 6
2.5.1. Your Project Manager 6
2.6. Completion Criteria 7
2.7. Estimated Schedule 7
2.8. Illustrative Project Timelines 8
2.9. Charges 8
2.10. Offer Expiration Date 8
Appendix A: Engagement Charter 9
A-1: Communication and Escalation Procedure 9
A-2: Change Order Process 9
A-3: Deliverable Materials Acceptance Procedure 10
Appendix B: Implementation Activities 11
B-1: OpenGov Procurement Suite 11
Appendix C: Technical Requirements 15
C-1: OpenGov Procurement Suite 15
2023 Statement of Work v1.1.1
3 1. Overview andApproach
1.1. Agreement
This Statement of Work (“SOW”) identifies services that OpenGov, Inc. (“OpenGov” or “we”) will perform for City of RedondoBeach, CA (“Customer” or“you”) pursuant to that orderforProfessional Services entered into between OpenGov and the Customer (“Order Form”) which references the Master Services Agreement or other applicable agreement entered into by the parties (the “Agreement”).
● Customer acknowledges and agrees that this Statement of Work is subject to the confidentiality obligations set forth in the Agreement between OpenGov and Customer. ● The Deliverables listed inAppendix B are the single source of the truth of the deliverables to be provided.
● Customer’s use of theProfessional Services is governed by theAgreement and not this SOW.
● Upon execution of the Order Form or other documentation referencing the SOW, this SOW shall be incorporated by reference into the Agreement.
● In the event of any inconsistency or conflict between the terms and conditions of this SOW and the Agreement, the terms and conditions of this SOW shall govern with respect to the subject matter of this SOW only. Unless otherwise defined herein, capitalized terms used in this SOW shall have the meaning defined in the Agreement. ● This SOW may not be modified or amended except in a written agreement signed by a duly authorized representative of each party.
● OpenGov will be deployed as is, Customer has access to all functionality available in the current release.
2. Statement of Work
This SOW is limited to the Implementation of the OpenGovProcurement suite as defined in the OpenGov Responsibilities section of this document (Section 2.5). Any additional services or support will be considered out of scope.
2.1. Project Scope
Under this project, OpenGov will deliver cloud based Procurement solutions to help the Customer power a more effective and accountable government. OpenGov's estimated charges and schedule are based on performance of the activities listed in the “OpenGov Responsibilities” section below. Deviations that arise during the project will be managed through the procedure described in Appendix A-2: Project Change Control Procedure, and may result in adjustments to the Project Scope, Estimated Schedule, Charges and other terms. These adjustments may include charges on a time-and-materials or fixed-fee basis using OpenGov’s standard rates in effect from time to time for any resulting additional work or waiting time.
2023 Statement of Work v1.1.1
4 2.2. Facilities and Hours of Coverage
OpenGov will:
A. Perform the work under this SOW remotely, except for any project-related activity which OpenGov determines would be best performed at your facility in order to complete its responsibilities underthisSOW.
B. Provide the Services under this SOW during normal business hours, 8:30am to 6:00pm local time, Monday through Friday, except holidays.
C. Use personnel and resources located across the United States, and may also include OpenGov-trained staffing contractors to support the delivery of services.
2.3. KeyAssumptions
The SOW and OpenGov estimates are based on the following key assumptions.
Deviations that arise during the proposed project will be managed through theProject Change Control Procedure (see Appendix A-2) , and may result in adjustments to the Project Scope, Estimated Schedule, Charges, and other terms.
Per
A. The OpenGovSuites are not customized beyond current capacities based on the latest release of the software.
B. Individual software modules are configured based on discussions between OpenGov and Customer.
C. Procurement Suite
i. Customer will provide complete and correct boilerplate language for solicitation templates within six (6) weeks following the kick-off meeting.
ii. OpenGov template configuration will include up to two (2) solicitation templates (See Appendix B for list).
iii. Customer will provide a complete and accurate vendorlist forimport to OpenGov.
2.4. OpenGov Responsibilities
2.4.1. Activity 1 – Project Management
OpenGov will provide project management for the OpenGov responsibilities in this SOW.
The purpose of this activity is to provide direction to the OpenGov project personnel and to provide a framework for project planning, communications, reporting, procedural and contractual activity. This activity is composed of the following tasks:
Planning
OpenGov will:
A. review the SOW, contract and project plan with Customer’s Project Manager and key stakeholders to ensure alignment and agreed upon timelines; B. maintain project communications through your Project Manager; C. establish documentation and procedural standards for deliverable Materials; and 2023 Statement of Work v1.1.1
5 D. assist your Project Manager to prepare and maintain the project plan for the performance of this SOW which will include the activities, tasks, assignments, and project milestones.
Project Tracking and Reporting
OpenGov will:
A. review project tasks, schedules, and resources and make changes or additions, as appropriate. Measure and evaluate progress against the project plan with your Project Manager;
B. work with yourProject Managerto 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:
This is an on-going activity which will be considered complete at the end of the Services Deliverable Materials:
● Weekly status reports
● Project plan
● Project Charter
● Risk, Action, Issues and Decisions Register (RAID)
2.4.2. Activity 2 – Initialization
OpenGov will provide the following:
A. Customer Entity configuration
B. System Administrators creation
C. Single Sign On (SSO) configuration
D. SolutionBlueprint creation
E. DataValidation strategy confirmation
Completion Criteria:
This activity will be considered complete when:
● Customer Entity is created
● System Administrators have access to Customer Entity
● Solution Blueprint is presented to Customer
Deliverable Materials:
● Solution Blueprint
● Sign-off of Initial Draft Solution Blueprint
2.4.3. Activity 3 – OpenGov Use Cases
OpenGov will provide the following:
2023 Statement of Work v1.1.1
6 Procurement Use Cases
A. Automate Solicitation Development
B. Enhance Supplier Engagement and Collaboratively Evaluate + Award Completion Criteria:
This activity will be considered complete when:
Procurement Use Cases
● Vendor Portal is configured
● Vendor List is imported
● Solicitation Templates are configured
● Intake Request Template and Workflow are configured
● Customer Acceptance Testing is complete (i.e. Customer determines functionality and provides acceptance to OpenGov)
Deliverable Materials:
● Formal sign off document
2.4.4. Activity 4 – Training
Training will be provided in instructor-led virtual sessions unless otherwise specified in AppendixB. 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:
● Administrator training is provided
● Agency-wide intake training is provided
Deliverable Materials:
● Formal sign off document
2.5. Your Responsibilities
The completion of the proposed scope of work depends on the full commitment and participation of your management and personnel. The responsibilities listed in this section are in addition to those responsibilities specified in the Agreement and are to be provided at no charge to OpenGov. OpenGov's performance is predicated upon the following responsibilities being managed and fulfilled by you. Delays in performance of these responsibilities may result in delay of the completion of the project and will be handled in accordance with Appendix A-1: Project Change Control Procedure.
2.5.1. Your Project Manager
Prior to the start of this project, you will designate a person called yourProject Manager who will be the focal point for OpenGov communications relative to this project and will have the authority to act on behalf of you in all matters regarding this project. 2023 Statement of Work v1.1.1
7 Your Project Manager's responsibilities include the following:
A. manage your personnel and responsibilities for this project (for example: ensure personnel complete any self-paced training sessions, configuration, validation or user acceptance testing);
B. serve as the interface between OpenGov and all your departments participating in the project;
C. administerthe Project Change ControlProcedure with theProject Manager; D. participate in project status meetings;
E. obtain and provide information, data, and decisions within five (5) business days of OpenGov’s request unless you and OpenGov agree in writing to a different response time;
F. resolve deviations from the estimated schedule, which may be caused by you; G. help resolve project issues and escalate issues within your organization, as necessary; and
H. create, with OpenGov’s assistance, the project plan for the performance of this SOW which will include the activities, tasks, assignments, milestones and estimates.
2.6. Completion Criteria
OpenGov will have fulfilled its obligations under this SOW when any of the following first occurs:
A. OpenGov accomplishes the activities set forth in “OpenGov responsibilities” section and delivers the Materials listed, if any.
2.7. Schedule
OpenGov will schedule resources for this project upon signature of the order form. Unless specifically noted, the OpenGov assigned project manager will work with Customer Project Manager to develop the project schedule for all requested deliverables under this SOW.
OpenGov reserves the right to adjust the schedule based on the availability of OpenGov resources and/or Customer resources, and the timeliness of deliverables provided by the Customer.
The ProfessionalServices shall start on September 11, 2023 and conclude within six months from the start date, provided Customer cooperates and responds to OpenGov’s reasonable requests. All other Services shall commence and end in accordance with the specifications set forth in the attached order form. However, upon Customer’s request, OpenGov and Customer may mutually agree to extend the deployment timeline at any time. 2023 Statement of Work v1.1.1
8 2.8. Illustrative Project Timelines
The typical project timelines are forillustrative purposes only and may notreflect your use cases.
2.9. Charges
The Services will be conducted on a Fixed Price basis. The fixed price is exclusive of any travel and living expenses and otherreasonable expenses incurred in connection with the Services. All charges are exclusive of any applicable taxes. Customer agrees to reimburse OpenGov for expenses reasonably incurred in providing Services; provided, however, that OpenGov obtains Customer’s written approval prior to incurring any expense. If OpenGov fails to obtain such written approval, the expenses will not be eligible for reimbursement by Customer. In no event shall the total reimbursement for expenses paid to Customer exceed $5,000.
Upon Customer’s request, OpenGov shall promptly provide Customer with copies of receipts for expenses incurred.
2.10. Offer Expiration Date
This offer will expire on November 4, 2023 unless extended by OpenGov in writing. 2023 Statement of Work v1.1.1
9 Appendix A: Engagement Charter
A-1: Communication and Escalation Procedure
Active engagement throughout the implementation process is the foundation of a successful deployment. To help assess progress, address questions, and minimize risk during the course of deployment both parties agree to the following:
● Regular communication aligned to the agreed upon project plan and timing. ○ OpenGov expects our customers to raise questions or concerns as soon as they arise. OpenGov will do the same, in orderto be able to address items when known.
● Executive involvement
○ Executives may be called upon to clarify expectations and/or resolve confusion. ○ Executives may be needed to steer strategic items to maximize the value through the deployment.
● Escalation Process:
○ OpenGov and Customer agree to raise concerns and follow the escalation process, resource responsibility, and documentation in the event an escalation is needed to support issues raised
● Identification of an issue impeding deployment progress, outcome or capturing the value proposition, that is not acceptable. ● Customer or OpenGov Project Manager summarizes the problem statement and impasse.
● Customer and OpenGov Project Managers jointly will outline solution, acceptance or schedule Executive review.
● Resolution will be documented and signed off following Executive review. ● Phase Sign-Off
○ OpenGov requests sign-offs at various stages during the implementation of the project. Once the Customer has signed-off, any additional changes requested by Customer on that stage will require a paid change order for additional hours for OpenGov to complete the requested changes.
A-2: Change Order Process
This SOW and related efforts are based on the information provided and gathered by OpenGov.
Customers acknowledge that changes to the scope may require additional effort or time, resulting in additional cost.Any change to scope must be agreed to in a subsequent written instrument executed by both authorized representatives of Customer and OpenGov, and documented as such via a:
● Change Order - Work that is added to or deleted from the original scope of this SOW.
Depending on the magnitude of the change, it may or may not alter the original contract amount or completion date and be paid for by Customer. Changes might include:
o Term of the Agreement
o Sign off process
o Cost of change and Invoice timing
o Amending the SOW to correct an error.
2023 Statement of Work v1.1.1
10 o Extension of work as the complexity identified exceeds what was expected by Customer or OpenGov.
o Change in type of OpenGov resources to support the SOW.
Notwithstanding the foregoing, in the event that a minor modification in nature, including a change in the SOW due to unforeseen circumstances, such as modifying the timeline for deployment, is deemed necessary by both parties, such modification may proceed by obtaining the express written consent of the Customer. Under no circumstances whatsoever shall any of the proposed modifications have any bearing on the term of duration, cost, or any material terms, specified in the Software Services Agreement, order forms, or SOW.
A-3: Deliverable Materials Acceptance Procedure
Deliverable Materials as defined herein will be reviewed and accepted in accordance with the following procedure:
● The deliverable Material will be submitted to your Project Manager. ● YourProject Manager will have decision authority to approve/reject all project Criteria, Phase Acceptance and Engagement Acceptance.
● Within ten (10) business days of receipt, your Project Manager will either accept the deliverable Material or provide OpenGov’s Project Manager a written list of requested revisions. If OpenGov receives no response from yourProject Manager within ten (10) business days, then the deliverable Material will be deemed accepted. The process will repeat for the requested revisions until acceptance. ● All acceptance milestones and associated review periods will be tracked on the project plan.
● Both OpenGov and Customer recognize that failure to complete tasks and respond to open issues may have a negative impact on the project.
● For any tasks not yet complete, OpenGov and/or Customer will provide sufficient resources to expedite completion of tasks to prevent negatively impacting the project. ● Any conflict arising from the deliverable Materials Acceptance Procedure will be addressed as specified in the Escalation Procedure set forth in Appendix A-1. As set forth in the “Customer Delays” provision of theAgreement, if there are extended delays (greater than 10 business days) in Customer’s response for requested information or deliverable; OpenGov may opt to put the project on an "On Hold" status. After the Customer has fulfilled its obligations, Professional Services can be resumed and the project will be taken off the
"On-Hold" status.
● Putting a project “on Hold” may have several ramifications including, but not restricted, to the following:
○ Professional Services to the customer could be stopped; ○ Delay to any agreed timelines; or
○ Not having the same Professional Services team assigned. 2023 Statement of Work v1.1.1
11 Appendix B: ImplementationActivities
B-1:OpenGovProcurementSuite
Instance Creation
Procurement Suite
Description OpenGov Responsibilities Customer Responsibilities Website Instance
Creation
OpenGov will:
● Build customer portal and
upload Customer’s logo.
Customer will:
● Provide logo.
● Confirm access to the Portal.
Technical Project Review
Description OpenGov Responsibilities Customer Responsibilities Technical Project
Review
OpenGov will:
● Provide up to one (1) two-hour
working session at the
beginning of the project to:
o Finalize list of
templates
o Review
technical
requirements
o Provide
documentation on
requirements and
processes
Customer will:
● Identify relevant participants
for attendance.
● Confirm deliverables.
● Gather and provide relevant
data for the project.
OpenGovAssumptions:
● Boilerplate language will be
provided within six (6) weeks
immediately following the
kick-off meeting.
Supplier Engagement, Evaluation and Award Configuration Description OpenGov Responsibilities Customer Responsibilities Vendor Portal OpenGov will: Customer will:
● Allocate resources to create
the Vendor Portal.
2023 Statement of Work v1.1.1
12 ● Provide the Customer with
iframe code and documentation
to create the Vendor Portal.
● Import the list of vendors
provided by Customer.
OpenGovAssumptions:
● Customer will provide a
complete and accurate vendor
list for import to OpenGov.
OpenGov clean up/correction of
imported files are not included
in the scope of this project.
● Provide vendor email list and
send vendor email/letter.
● Ensure that Vendor Portal
will be active before
OpenGov begins
configuration of templates
or the Solicitation
Development phase.
Generic Template OpenGov will:
● Deploy generic templates
● Provide OpenGov's “Paper to
Paperless Language
Transition Guide”to assist
transition from paper to
electronic.
Customer will:
● Provide a copy of the next
solicitation document.
● Provide information to
complete the generic
solicitation upload template
including forms and an
example recent solicitation.
● Provide the category code
set used by the agency
(NIGP,NAICS,or
UNSPSC).
Solicitation Development Configuration
Description OpenGov Responsibilities Customer Responsibilities Solicitation
Development
Solution
OpenGov will:
● Review and confirm the
Solicitation Templates and
forms provided by Customer.
● Work with Customerto design
and get sign off on the first
template.
● Following the sign off of the
first template, configure the
remaining templates in the
system.
Customer will:
● Provide templates with
standard boilerplate
language.
● Provide forms associated
with solicitation templates.
● Provide admin documents.
● Select the first solicitation
type(usually ITBor RFP), to
work with OpenGov for the
design
● Sign off on the first
template before beginning
the subsequent templates. OpenGovAssumptions:
2023 Statement of Work v1.1.1
13 ● OpenGov will configure up to
two (2) Solicitation
Template(s) with standard
boilerplate language:
○ RFP
○ Specifications
● Validate and provide signoff
on Solicitation Templates.
Intake Configuration
Description OpenGov Responsibilities Customer Responsibilities Intake Process OpenGov will:
● Review current intake
Process.
● Perform basic intake
Training.
● Perform a gap analysis
● Configure“Review/
Approval”workflow
defaults for each
department.
● Build the Intake/Project
Request Template.
Customer will:
● Provide OpenGov with any
Intake/Project Request
Forms (templates) in current
use.
● Validate and provide signoff on
Intake/ Project Request
template.
Working Sessions and Trainings
Description OpenGov Responsibilities Customer Responsibilities Procurement
Working Sessions
OpenGov will:
● Assign practice
exercises to Customer
to gain familiarization.
● Assist Customer
during firstreal-life
solicitation posting, and
opening (if during
deployment).
● Respond to questions
regarding configured
system functionality.
Customer will:
● Complete practice
exercises to gain
familiarization.
● Identify internal Admin Users
& security permissions for all
other users.
Procurement
Training
OpenGov will:
● Provide up to twelve (12)
hours of training on system
functionality. Topics
include:
Customer will:
● Attend training sessions as
scheduled by the Project
Manager and agreed to in the
Project Plan.
2023 Statement of Work v1.1.1
14 ○ Creating Bids with
Generic
Templates
○ Live Bid
Management &
Vendor
Experience
○ Evaluation
and Awarding
○ Writing
Solicitations using
templates
○ IntakeTraining and
Workflow
2023 Statement of Work v1.1.1
15 Appendix C: Technical Requirements
C-1:OpenGovProcurementSuite
Procurement Suite
Description Technical Requirements
Logo ● .png or.jpg file
● At least 300KB but not largerthan 500KB
Vendor List ● Single Flat file
● .csv or.xlsx format
Sample
Documents or
Templates with
boilerplate
language
● PDF or Word format
Intake/Project
Request Templates
● PDF or Word format
Admin Documents ● PDF or Word format
2023 Statement of Work v1.1.1
16 ORDER FORM
See attached.
OpenGov Inc.
PO Box 41340
San Jose, CA 95160 United States
OG-011243
8/7/2023 Kelly Ammons
9/15/2023
9/11/2023 36 Months
9/10/2026
City of Redondo Beach, CA Robert Norman
415 Diamond Street [email protected]
Redondo Beach, CA 310-318-0602 United States
Annually in Advance
Thirty (30) Days
Product / Service Start Date End Date Annual Fee
Supplier Engagement, Evaluations & Awards, Solicitation Development 9/11/2023 9/10/2024 $27,000.00 Supplier Engagement, Evaluations & Awards, Solicitation Development 9/11/2024 9/10/2025 $28,350.00 Supplier Engagement, Evaluations & Awards, Solicitation Development 9/11/2025 9/10/2026 $29,767.50 Product / Service Description
OpenGov Deployment — One Time Fee (Prepaid Hours) Product configuration, setup, and training described in the SOW.
September 11, 2023 $46,695.00
September 11, 2024 $28,350.00
September 11, 2025 $29,767.50
Welcome to OpenGov!
This Order Form is entered into between OpenGov, Inc. (“OpenGov”), and you, the entity identified above (“Customer”), effective as of the date of the last signature below. This Order Form incorporates the OpenGov Software Services Agreement ("SSA") between OpenGov and Customer last updated August 24, 2023. If professional services are purchased, the applicable Statement of Work ("SOW") is also incorporated. The Order Form, MSA, and, if applicable, the SOW are the full "Agreement".
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:
Quote Number:
Created On: Prepared By:
Order Form Expiration: Email:
Subscription Start Date: Contract Term:
Subscription End Date:
Customer: Contact Name:
Bill To/Ship To: Email:
Phone:
Billing Frequency:
Payment Terms:
SOFTWARE SERVICES:
Annual Subscription Total: See Billing Table
PROFESSIONAL SERVICES:
$19,695.00
Billing Table:
Billing Date Amount Due
City of Redondo Beach, CA OpenGov, Inc.
Professional Services Total:
[email protected]
Customer Information
Order Details
Order Form Legal Terms
(Annual Software Fee + Professional Services)
(5% Uplift)
(5% Uplift)
ATTEST:
______________________________
Eleanor Manzano, City Clerk
APPROVED AS TO FORM:
______________________________
Michael W. Webb, City Attorney