E)OPENGOV
Statement of Work
City of San Pablo, CA
OpenGov Cloud Implementation
Created By Sally Steel- Ginis
SOW Creation Date 09/ 13/ 18
CONFIDENTIAL
OpenGov - Statement of Work Page 1
Q OPENGOV
1.1. Summary
This Statement of Work (" SOW") identifies services that OpenGov, Inc. (" OpenGov") will perform for City of San Pablo, CA (" Customer"). This SOW is subject to, and hereby incorporates by reference, the terms and conditions contained in the Software Subscription Agreement ( the " Agreement") to which it is attached Customer and OpenGov.
OpenGov will enable and support the Customer to deliver on the Scope of Work outlined below. The objective of this Statement of Work ( SOW) is to define the scope, activities, roles and responsibilities, and timeline necessary to successfully execute this deployment project. This project aims to implement the OpenGov Cloud for the Customer to enable effective and accountable governing. This SOW defines the scope and deliverables for a successful implementation of the OpenGov Budget Builder and Planning Solution.
2. Scope
2. 1. Project Scope
The project scope includes the following services and deliverables. Any items not specifically included in scope will be considered out of scope.
OpenGov will provide Professional Services to implement the OpenGov Budget Builder and Planning Solution.
2. 2. Deliverables
Product Setup
I
Budget Builder
1 customer - specific chart of accounts
1 budget milestones report
1 budget to actuals report
Workforce Planning
Initial configuration based on customer provided
documentation and cost elements
Data formatting and loading
1 authorized position list report
1 total compensation detail report
Budget Book
1 Budget Book document ( see details in the table
OpenGov - Statement of Work Page 2
e OPENGOV
below, Budget Book Onboarding Package)
Training Administrator Training
Project Scope Workforce Planning:
o Administrator training on maintenance and
scenario building
o Ongoing assistance up to Customer' s Budget
Kick Off
Budget Builder: Project support to " Budget Kick- off'
Two weeks for " Hyper Support" post deployment
Prepaid Hours 56
Budget Book Basic Onboarding Package
The Basic Package above includes the below services for one report type, a Budget Book.
Document Set -Up
Import Import Standard Workiva Template document, including starter Template document outline, style guide, headers and footers, and Table of Document Contents.
Linking Includes example linking to the main document, examples described below for a Budget Book.
For Budget Book:
example linking of Dates section and ( 3) General Fund
departments each with ( 3) divisions, plus ( 1) fund for each of the following: Fiduciary fund, Internal Service, and Debt.
Set -Up Workiva support team will spend up to 16 hours on the Document Hours Set - Up. If additional time is required, Customer will be expected to move to the subsequent on -boarding package.
Services
OpenGov - Statement of Work Page 3
Q OPENGOV
Training Workiva' s support team will spend up to 4 hours with your reporting team training on the Wdesk Account and Budget Book project editing and maintenance following implementation. Five training sessions will be offered:
Wdesk Application Introduction & Account Overview,
Wdesk Account Administration,
Wdesk Document Editing & Formatting,
Wdesk Spreadsheet Editing, and
Wdesk Linking & Wdesk Sync.
2. 3. Assumptions
Hours estimated above are for deployment of outlined deliverables. Any additional hours may be utilized for additional professional services activities dictated by the customer. Should the Customer run out of hours and additional Professional Service activities are need, the Customer will need to purchase additional hours.
3. Schedule
OpenGov will schedule resources for this project upon signature of this SOW. Unless specifically noted, the OpenGov assigned project manager (as identified below or such alternate designated by OpenGov, the " OpenGov Project Manager") will work with Customer to develop the project schedule for all requested deliverables under this SOW.
OpenGov reserves the right to adjust the schedule based on the availability of OpenGov resources and the deliverables provided by Customer.
4. Project Organization
4. 1. Project Team
OpenGov will assign a Project Manager ( the " OpenGov Project Manager") upon execution of the SOW. The OpenGov Project Manager will coordinate any additional resources needed from OpenGov.
Customer
OpenGov - Statement of Work Page 4
e OPENGOV
Customer will assign a project manager ( the " Customer Project Manager") and technical resource prior to project kick- off. The Customer Project Manager will be the primary contact person at Customer and will coordinate all Customer resources needed to complete the project. It is anticipated that there areas of need will be in Finance, Data Gathering, and the IT department.
4. 2. Project Responsibilities
The project responsibilities for each organization are outlined below:
Oi) enGov
1. Manage delivery of in -scope items in coordination with Customer.
2. Make available deliverables to Customer project team for review and verification.
3. Provide relevant technical details and documentation for data requirements for Customer' s environment.
4. Keep Customer Project Manager informed of project progress and communicate any issues relating to the project in a timely manner.
5. Establish documentation and procedural standards for the project.
6. Review and administer project change control, as described in Section 5, Change Control Procedures.
7. Ensure that all meetings and training sessions are attended by OpenGov personnel, as scheduled.
8. Budget Builder files are exported as . xIsx. OpenGov may assist in formatting that file, but cannot convert files to any other file types
Customer
1. Make available a representative to serve as the primary contact for OpenGov Project Manager to coordinate project activities.
2. Make available appropriate representatives with the authority to review and approve deliverables produced during the project.
3. Make available appropriate Subject Matter Experts ( SME) to support the project needs, test integrations and provide Customer environment specific technical details.
4. Setup firewall rules to allow incoming requests from OpenGov' s proxy over HTTP/ HTTPS to Customer systems
5. Communicate any issues relating to the project to OpenGov Project Manager in a timely manner.
6. Provide acceptance of deliverables and Project in a timely manner.
7. Customer will be responsible for any infrastructure required to access OpenGov, and will maintain relevant non- OpenGov software licenses and infrastructure needed for this project i.e. accounting system licenses. Please note, OpenGov software is optimized for Google Chrome.
8. The Customer will be responsible for ensuring that all meetings and training sessions are attended by personnel, as scheduled.
OpenGov - Statement of Work Page 5
j) OPENGOV
4. 3. Implementation Methodology
OpenGov uses an iterative methodology, with a focus on rapid implementation of a configured system. This methodology requires a degree of focus from the Customer and collaboration between both parties to complete work products in a timely manner.
1. Initiate Phase
a. Key Activities: Discovery, Design Sessions, Solution Document Review b. Key Work Products: Data Inventory, Functional Model Build, Solution Document
C. Summary: The Initiate Phase is the first step of the implementation project.
The purpose of this phase is to define the success criteria of the project, make design decisions based on the functional model build, and begin gathering data that needs to be loaded into the OpenGov platform. At the end of the Phase, a Solution Document will be created that outlines how the solutions will be implemented.
2. Configure Phase
a. Key Activities: Application and Solution Configuration, Data Load b. Key Work Products: Peer Review
c. Summary: The Configure Phase consists of application configuration, and solution configuration as defined in the Solution Document. OpenGov will also load the data gathered in the Initiate Phase from the Customer to use for unit testing purposes. The Phase ends with a Peer Review done by an OpenGov Subject Matter Expert to confirm that the solution follows OpenGov best practices.
3. Validate Phase
a. Key Activities: User Acceptance Testing, Data Confirmation b. Key Work Products: Test Scripts, Test Acceptance
c. Summary: The Validate Phase starts with a review of the entire solution with the Customer project team to confirm that all project elements have been implemented. Once that process has completed, the Customer will execute test scripts and validate that data is being represented accurately in the solution. If any issues are found, they will be logged and the OpenGov team will assess the issue and resolve as needed. The Phase OpenGov - Statement of Work Page 6
E)OPENGOV
ends with the Acceptance of test results by the Customer.
4. Deploy Phase
a. Key Activities: Administrator Training, Go Live Support, Transition to Customer Success Manager and Technical Support
b. Key Work Products: Project Documentation, Project Acceptance c. Summary: The purpose of the Deploy phase is to complete the Admin Training process, provide Go Live Support, and begin Transition activities to close the project. Post Go Live Support is technical assistance with the project team and issue resolution for the solution during the two week period after Go Live. Once this period has passed, the Project team will begin working on transition activities to the Customer, the CSM, and the Customer Technical Support Function. The Project closes upon the acceptance of the project and a brief survey to provide feedback about the experience.
5. Change Control Procedures
No amendments, changes or other modifications to this SOW will be effective without a written project change order, in the form attached hereto as Appendix 1 (a " Project Change Order"). The Project Change Order will describe the change, the rationale for the change, and specify any change in the charges, estimated schedule, or other terms. The terms of a mutually agreed upon Project Change Order will prevail over those of this SOW or any previous Project Change Orders. Such Project Change Order may require additional charges, which will be set forth in the Project Change Order.
6. Fees and Expenses
6. 1. Fees and Payment Terms
All fees and expenses will be paid in accordance with the Order Form to which this SOW is attached.
6. 2. Travel Expenses
All rates and fees are exclusive of work - related travel, living and other expenses.
Customer will be billed for actual expenses as incurred.
OpenGov - Statement of Work Page 7
Q OPENGOV
1. Appendix 1
Project Change Order
Customer:
Project:
Date
Requested:
Requested by:
Reason for Change
Scope of Change
Project Impact ( Schedule and Cost)
Approvals
OpenGov Customer
Signature: Signature:
Name: Name:
Title: Title:
Date: Date:
OpenGov - Statement of Work Page 8
OpenGov Citizen Engagement Software as a Service
A. OpenGov SaaS Purchase
The term of this agreement will be for 67 months whereby software will be procured to support the San Pablo, CA Budgeting SaaS model. The SLP is the contract vehicle for the support and software being procured by the City of San Pablo, CA. The following categories from the SLP will be software acquired by the City of San Pablo, CA SLP List Resulting Total
SKU Product Description SLP Row Department Service Dates Quantity Billing Datesprice LP Price
ALLRR ImplementationEngineer Services
Basic Budget Builder 162. 74
8 8625.22 12/ 1/ 201853 7/ 1/ 20191
AHDeployment
0G-
BP4M60Budgeting
and Planning15, 390.00 99 15, 390.00 12/
1/ 2018- 5.
58Annual M-
RR-SY 6/ 30/2024OG-
BPPCF-B4 WorkforcePlanning3, 940.00 270 0. 00 12/
1/ 18- 5.
58 Annual 060M-
RR- SY 6/ 30/24 OH-
IE-
ALL-RR ImplementationEngineer Services Budget
Book 162. 74 7, 567.41 12/ 1/ 201846. 5 7/ 1/ 2019On -
BoardingOG4E-
ALL4RR Implementation Engineer 162. 74 Services
9,
276.18 12/ 1/ 201857 7/ 1/ 20191H
Workforce Deployment 8 OG-
OPRA4340Reporting &
Analysis 9, 553.00 384 7, 432.00 7/
1/ 195
Annual 60M-
RR- 5Y 6/ 30124OG4NTERP-
B Integration
2, 288.00 1296 2, 288.00 7/
1/ 195
Annual 406OM-
RR- 5Y 6/ 30/24
Billing Date Amount Due
December 1, 2018 15, 390. 00
July 1. 2019 44, 166. 31
July 1, 2020 25, 110. 00
July 1. 2021 25, 110. 00
July 1. 2022 25, 110. 00
July 1, 2023 25, 110. 00
1. The Software as a Service is hosted on Amazon Web Services for the customer located at:
City of San Pablo
13831 San Pablo Avenue
San Pablo, California 94806
United States
B. State and Contractor Representatives
City of San Pablo
Name: Kelly Sessions
Phone: 510- 215- 3021
13831 San Pablo Avenue
San Pablo, CA 94806
Email: kellys@sanpabloca. gov
Contractor' s Representative
Name: Paul Felton
Phone: 415- 999- 1724
955 Charter St
Redwood City, CA, 94063
Email: PFelton@OpenGov. com
Representatives may be changed by written notice.
2 SLP Software Providers for OpenGov Citizen Engagement Platform:
Global Blue DVBE
Contact Information:
Mike Jennings
Principal
916) 632- 2583
mikei( asbdvbe. com
SEII
Contact Information:
Nick Grappone
public Sector Contract Specialist
732- 564- 8199
Nick Graononea— shi. com
Patriot IT
Contact Information:
Stephen Navarro
CEO
916- 880- 4090
snavatro& atriotdvbe. com
Q OPENGOV
California Software Licensing Prgram ( SLP)
What is California' s Software License Program?
The Software LicensingProgram (SLP) was established in January 1994 and is administered by the California Department of General Services, Procurement Division. Extensive software discounts are negotiated with major software publishers that are then passed on to the State, through the SLP contracts established with authorized participating resellers.
Why did the State of California Implement the SLP Program? SLP contracts are established to reduce the need for individual departments to conduct repetitive acquisitions for proprietary software licenses and software upgrades while taking advantage of the large volume discounts offered by the software publishers. Further, SLP is under the category of Leveraged Procurement Agreements. Leveraged Procurements are designed to enable departmentsto procure IT goods and services quickly and efficiently and eliminating the need for a costly RFP process.
How large of a contract can be procured using SLP and what is the process? The standard amount is $2,000,000 but an exemptionis easily obtained by contactingSteve Lower at the Department of General Services and submitting this form.
Departments need to meet with their vendor of choice to clearly determine what they wish to purchase in terms of products, implementation services and support. Once the vendor understands your exact needs it will provide you with the Bill Of Materials ( BOM) which outlines all details includingall pertinent SLP SKU's associatedwith product/services you are purchasing. The BOM is used in your department' s Statement of Work ( SOW). Then your department ( procurement) will issue an RFO which includes the said SOW.
SLP provides the resellers authorized to sell OpenGov - list can be found here. Those are the resellers that your department will issue the RFO to.
Who can use California' s Software License Program?
Any Government agency in California may use SLP.
Additional Information Available Here: http:// www. dgs. ca. gov/ pd/ Programs/ Leveraged/ SLP. aspx DocuSign Envelope ID: D58A1475- B30A- 450E- 87C 3C96FC70240 OPENGOV, INC. SOFTWARE AGREEMENT
ORGANIZATION CONTACT BILLING CONTACT If Different
Customer Name: City of San Pablo, CA
Contact Name: Kelly Sessions
Address: 13831 San Pablo Ave
San Pablo, CA 94806
Telephone: 510- 215- 3000
Email: kellys@sanpabloca. gov
Effective Date: 1/ 1/ 2016
Software Services:
OpenGov Platform: A proprietary web application that visualizes the customers general ledger, chart of accounts, current year spending, and balance sheet, making multiple years of financial data accessible to citizens and staff throughan online portal. The customer will receive access to OpenGov's Operational Intelligencesuite (OGI).
Fees: In consideration of Customer using the Services identified above, Customer shall pay OpenGov, Inc. a fee of $ 23,000, billed annually in advance for the period of the agreement, commencing on 711/2016. Above price includes a one- time implementation fee of $ 2,000. Pricing schedule details below:
C 1 Fesa I=
Effective Date 1/ 1/ 2016 2, 000 Implementation
Invoice Date 7/ 1/ 2016 21, 000 42- months of OGI service Termination Date 6/ 30/ 2019
42 Months
0 23, 000Total
Welcome to OpenGov! Thanks for using our software. This Software Agreement (" Agreement") is entered into between OpenGov, Inc., with its principal place of business at 955 Charter Street, Redwood City, 94063 ("OpenGov"), and you, the entity identified above (" Customer"), as of the Effective Date. This Agreement includes and incorporates the OpenGov Terms and Conditions attached as Appendix A. By signing this Agreement, Customer acknowledges that it has reviewed, and agrees to be legally bound by, the OpenGov Terms and Conditions. Each parry's acceptance of this Agreement is conditional upon the other' s acceptance of the terms in the Agreement to the exclusion of all other terms.
Customer Signature: I --
9544Q849RWF4F7
Printed Name: Kelly Sessions
Title: Finance Director
Date: 12/ 10/ 2015
OpenGov Inc. Signature: A lv" 4
t BD/ 24253' 2D
Printed Name: Ainslie Mayberry
Title: cFo
Date: 12/ 10/ 2015
DocuSign Envelope ID: D58A1475- 1330A- 450E- 87' ' SC96FC70240 Appendix A
OpenGov Terms and Conditions
i. SOFTWARE SERVICES
1.1 Subject to the terms and conditions of these OpenGov Terms and Conditions ( the " Agreement"), OpenGov will use commercially reasonable efforts to. perform the software services ( the " Software Services") identified in the applicable Software Agreement entered into by OpenGov and Customer (" Software Agreement").
1.2 Customerunderstandsthat OpenGov's performancedepends on Customertimely providing OpenGovwith a copy of the Customer's chart of accountsin .csv or .xis format. In addition, Customeragreesto provideOpenGovwith five or more years of general ledger data, also in .csv or . xis format, including budget data for the current year and actual expense and revenue data for past years. Any datesor timeperiodsrelevantto OpenGov's performancewill be extendedappropriatelyand equitablyto reflectany delayscausedby Customer's failureto timelydeliveranysuch materials. OpenGovshall not be liable, for any delaysin performance under this Agreement resulting from Customer' s failure to meet these obligations.
2. RESTRICTIONS AND RESPONSIBILITIES
2.1 This is a contractfor accessto the SoftwareServices and Customeragrees not to, directlyor indirectly: reverseengineer, decompile, disassemble, or otherwiseattemptto discoverthe sourcecode, objectcode, or underlyingstructure, ideas, or algorithms of the SoftwareServices, documentationor datarelatedto the SoftwareServices, exceptto the extentsucha restrictionis limitedby applicablelaw; modify, translate, or createderivativeworksbased on theSoftwareServices; or copy, rent, lease, distribute, assign, sell, or otherwisecommerciallyexploit, transfer, or encumberrightsto theSoftwareServices; or removeanyproprietarynotices.
2.2 Customerwill usethe SoftwareServicesonly in compliancewith all applicablelawsand regulations (including, but not limitedto, any export restrictions).
2.3 Customer shall be responsible for obtaining and maintaining any equipment and other services needed to connect to, access or otherwise use the Software Services and 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, and ( c) for all uses of Customer user accounts with or without Customer' s knowledge or consent.
3. OWNERSHIP. OpenGovretainsall right, title, and interestin the SoftwareServicesand all intellectualpropertyrights (including all past, present, and future rights associated with works of authorship, including exclusive exploitation rights, copyrights, and moral rights, trademarkand trade name rights and similar rights, trade secret rights, patent rights, and any other proprietaryrights in intellectual property of every kind and nature) therein.
4. CONFIDENTIALITY. Eachparty (the "ReceivingParty") agrees not to disclose (except as permittedherein) any Confidential Informationof the other party (the "DisclosingParty") without the DisclosingParry's priorwritten consent. "ConfidentialInformation" means all confidentialbusiness, technical, and financialinformationof the disclosingparty that is markedas "Confidential" or an equivalentdesignationor that should reasonablybe understoodto be confidentialgiven the natureof the informationand/or the circumstances surrounding the disclosure ( including the terms of the applicable Software Agreement). OpenGov' s Confidential Informationincludes, withoutlimitation, the softwareunderlyingthe SoftwareServicesand all documentationrelatingto the Software Services. "ConfidentialInformation" doesnot include "PublicData," whichis datathatthe Customerhas previouslyreleasedor would be requiredto releaseaccordingto applicablefederal, state, or local publicrecordslaws. The ReceivingPartyagrees: (i) to useand disclosethe ConfidentialInformationonly in connectionwiththis Agreement; and (ii) to protectsuchConfidentialInformationusingthe 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 foregoing, Confidential Information does not include information that: ( i) has become publiclyknownthroughno breachby the receivingparty; (ii) was rightfullyreceivedby the receivingpartyfrom a third party without restriction on use or disclosure; or ( iii) is independently developed by the Receiving Party without access to such Confidential Information. Notwithstandingthe above, the ReceivingParty may discloseConfidentialInformationto the extentrequiredby law or courtorder, providedthat priorwrittennoticeof suchrequireddisclosureand an opportunityto opposeor limit disclosureis givento the Disclosing Party.
5. DATA LICENSE. Customer grants OpenGov a non-exclusive, transferable, perpetual, worldwide, and royalty -free license to use any data or informationsubmittedby Customerto OpenGovfor the developmentof new softwareor the provisionof the Software Services.
6. PAYMENT OF FEES. The fees for the Software Services (" Fees") are set forth in the applicable Software Agreement. Customer shallpay all Feeswithinthirty (30) days after the dateof OpenGov's invoice (whichOpenGovwill sendapproximately45 days after the Invoice Date in " Schedule of Fees").
7. TERM & TERMINATION
7.1 Subject to compliance with all terms and conditions, the initial term of this Agreement shall be from the Effective Date and shall continue for a period of Forty -Two ( 42) months. lf either party materially breaches any term of this Agreement and fails to cure such breachwithinthirty (30) daysafternoticebythenon -breachingparty (ten (10) daysin thecaseofnon-payment), thenon -breaching party may terminate this Agreement immediately upon notice.
7.2 Upon termination, Customerwill pay in full for all Software Services performedup to and including the effective date of termination. Uponany terminationof this Agreement: (a) all SoftwareServicesprovidedto Customerhereundershall immediately terminate; and ( b) 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.
DocuSign Envelope ID: D58A1475- B30A- 450E- 87( IC96FC70240
7.3 All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accruedrightsto payment, confidentialityobligations, warrantydisclaimers, andlimitationsof liability.
8. WARRANTY AND DISCLAIMER
8.1 OpenGov represents and warrants that: ( i) it has all right and authority necessary to enter into and perform this Agreement; and ii) the Software Services shall be performed in a professional and workmanlike manner in accordance with generally prevailing industry standards.
8.2 Customer represents and warrants that ( i) it has all right and authority necessary to enter into and perform this Agreement; ( ii) it ownsall right, title, and interest in and to all data provided to OpenGov for use in and in connection with this Agreement, or possesses thenecessaryauthorizationthereto; and (iii) OpenGov's use of suchmaterialsin connectionwiththe SoftwareServiceswill notviolate the rights of any third party.
8.3 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 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. NEITHER PARTY, NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES,
CONTRACTORS AND EMPLOYEES, SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF
THIS AGREEMENT OR RELATED TERMS AND CONDITIONS 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 REASONABLECONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. 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.
to. MISCELLANEOUS. Capitalized terms not otherwise defined in these Terms and Conditions have the meaning set forth in the applicableSoftwareAgreement. Neitherparty shall be held responsibleor liable for any lossesarisingout of any delay or failure in performanceof anypart of thisAgreement, otherthan paymentobligations, due to any act of god, act of governmentalauthority, or due to war, riot, labor difficulty, failure of performance by any third party service, utilities, or equipment provider, or any other cause beyondthe reasonablecontrolof the party delayedor preventedfrom performing. OpenGovshall havethe 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 ( as provided to OpenGov). If any provision of this Agreement is found to beunenforceableor invalid, that provisionwill be limited or eliminatedto the minimumextentnecessaryso that this Agreementwill otherwise remain in full force and effect and enforceable. This Agreement is not assignable or transferable by either party without the otherparty'spriorwrittenconsent, providedhoweverthateitherpartymayassignthisAgreementtoa successortoallorsubstantially all of its businessor assets. This Agreement (includingthe SoftwareAgreement) is the completeand exclusivestatementof the mutualunderstandingof the partiesandsupersedesandcancelsall previouswritten andoralagreements, communications, andother understandingsrelatingto the subjectmatterof this Agreement, andthat all waivers and modificationsmustbe in a writingsignedby bothparties. Noagency, partnership, joint venture, or employmentis createdas a resultof thisAgreementand neitherpartyhasany authorityof anykind to bind theother party in any respect. In any actionor proceedingto enforcerightsunderthis Agreement, the prevailingpartywillbeentitledtorecovercostsandattorneys' fees. All noticesunderthisAgreementwill bein writingandwillbe deemedto havebeenduly givenwhen received, if personallydelivered; when receiptis electronicallyconfirmed, if transmittedby facsimileor e-mail; the day afterit is sent, if sentfor next day deliveryby recognizedovernightdeliveryservice; and upon receipt, if sentbycertifiedorregisteredmail, returnreceiptrequested. ThisAgreementshallbegovernedbythelawsoftheStateofCalifornia without regard to its conflict of laws provisions.
OPENGOV, INC.
ADDENDUM to SOFTWARE AGREEMENT
ORGANIZATION CONTACT BILLING CONTACT ( if Different)
Customer Name: City of San Pablo, CA
Contact Name: Kelly Sessions
13831 San Pablo Ave
Address: San Pablo, CA 94806
United States
Telephone
Email:
510)- 215- 3021
kellys@sanpabtoca. gov
Effective Date: 09/ 01/ 2017
This Addendum shall modify and supersede as indicated certain terms and provisions of the Software Agreement between City of San Pablo, CA ( the " Customer") and OPENGOV, INC. (" OpenGov") for the current period 1/ 1/2016 through 6/ 30/ 2019. the Agreement'). Customer and OpenGov have mutually agreed that the following modifications be made to the Agreement.
1. Customer has agreed to add the following product and amounts payable in addition to the original annual amount of $6,000.00 payable In the Agreement. Payment terms shall be in accordance with the Agreement SpringBrook Integration Services
09101/ 2017 — 06/ 30/ 2018 -- $ 3, 100. 00 ( pro -rated) 0710112018 — 06/ 30/ 2019 - $ 3. 720. 00
This Addendum to the Agreement is entered into between OpenGov, Inc., with its principal place of business at 955 Charter Street Redwood City, CA 94063 (" OpenGov"), and you, the entity identified above ( Customer'), as of the Effective Date. This Addendum includes and incorporates the OpenGov Terms and Conditions attached as Appendix A to the original Agreement.
By signing this Addendum, Customer acknowledges that it has reviewed, and agrees to be legally bound by, this Addendum. 4fWATIJRES
Customer
OpenGov Inc.
Signature:
Printed Name: F- 5 tints
Title: Fl nle, n! GE tt V2,—=po2
Date: 8 % 14-1 I:7
Signature:
Printed Name:
Title:
Date: