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CITY OF SAN PABLO AGREEMENT FOR
BUDGETING SOFTWARE SYSTEM SETUP AND SUBSCRIPTION SERVICES Fiscal Year 2023-24 through Fiscal Year 2026-27
THIS AGREEMENT (“Agreement”), effective the 1st day of October, 2023 (“Effective Date”), is by and between the City of San Pablo, a municipal corporation organized and existing under the laws of the State of California, ( “City”), and ClearGov, Inc., a Delaware corporation, (“Service Provider”) (individually, a “Party,” and collectively, the “Parties”).
RECITALS
WHEREAS, the City desires to engage a service provider to provide budgeting software system setup and subscription services to the City (“ Services”) as further set forth in this Agreement;
WHEREAS, the City desires to engage a service provider who will act at all times in the City’s best interest and will respect the trust and confidence placed in that service provider by the City; and
WHEREAS, Service Provider has represented to City that Service Provider has the special training, skill, competence and expertise necessary to provide the Services needed by the City; desires to enter into this Agreement with the City as an independent contractor; and is willing to provide the Services on the following terms and conditions.
NOW, THEREFORE, Service Provider and the City agree as follows:
TERMS AND CONDITIONS
(1) Scope of Services.
A. Scope of Services. Service Provider agrees to provide the Services to the City as specified in, collectively, the scope of services set forth in the Service Provider’s Service Order dated September 8, 2023 and revised September 25, 2023, and Service Provider’s proposal dated September 20, 2023 (“Proposal”), attached as Exhibits A-1 and A -2 and incorporated herein. In the event of any conflict or inconsistency between any of the terms of the Proposal and this Agreement, the terms most favorable to the City will prevail. Any services not encompassed in this Section (1) are additional services (“ Additional Services ”) subject to prior written authorization by the City, as further specified below in Section (3), “Additional Services.”
B. Quality of Performance . Service Provider will provide the Services and any authorized Additional Services in accordance with the standards of its profession; in accordance with the terms, conditions, and objectives of this Agreement; and in a manner satisfactory to the City Manager or his or her authorized delegee (“City Manager”). Service Provider represents that it possesses the necessary skills, background, and licenses to perform the Services or Additional Services. Service Provider is solely responsible for the quality and suit ability of the Services it provides pursuant to this Agreement. If , during the course of this Agreement, the City Manager notifies Service Provider that the Services are not satisfactory, in whole or in part, Service Provider will promptly take the corrective action required by the City Manager, at no extra cost to the City.
Failure to promptly take such corrective action constitutes a material breach of this Agreement and cause for termination in the City’s discretion. This standard of care will not be construed to impose a mandatory duty on the City within the meaning of Government Code section 815.6. The Updated: 6/23 Page 2
City’s acceptance of Services performed under this Agreement will not operate to waive or release Service Provider’s obligation under this paragraph.
C. COVID-19 Pandemic. All City of San Pablo programs and services must be in compliance with current health orders issued by Contra Costa County Health Services at: https://www.coronavirus.cchealth.org/health-orders. Service Provider shall comply with these requirements and contact City staff immediately if there is any issue with compliance. In addition, the City requires all service providers providing services at City facilities or City worksites to comply with all City’s current COVID policies on-site as they may be amended from time to time.
D. Time is of the Essence . In the performance of this Agreement, time is of the essence. Service Provider must be available to begin providing the Services upon the Effective Date of this Agreement, and must complete the Services within the time specified in Section (4), “Effective Date and Term.”
E. Primary Service Provider . The City has approved of Jon Goscha as Service Provider’s primary provider of the Services under this Agreement, and no other person will be accepted as the primary provider of the Services without the City’s prior written consent.
F. Labor Code Compliance. If the Services are “public works” services as defined in Labor Code section 1720 et seq. and the Agreement is for an amount greater than $1,000, the Agreement is subject to all applicable requirements of Chapter 1 of Part 7 of Division 2 of the Labor Code, beginning at section 1720, and the related regulations, including but not limited to requirements pertaining to wages, working hours and workers’ compensation insurance. Service Provider must also post all job site notices required by laws or regulations pursuant to Labor Code section 1771.4.
1. Prevailing Wages: Each worker performing Services under this Agreement that is covered under Labor Code section 1720 or 1720.9, must be paid at a rate not less than the prevailing wage as defined in sections 1771 and 1774 of the Labor Code. The prevailing wage rates are on file with the City and are available online at http://www.dir.ca.gov/DLSR. Pursuant to Labor Code section 1775, Service Provider and any subcontractor will forfeit to City as a penalty up to $200 for each calendar day, or portion of a day, for each worke r paid less than the applicable prevailing wage rate, in addition to paying each worker the difference between the applicable wage rate and the amount actually paid.
2. Working Day: Pursuant to Labor Code section 1810, eight hours of labor consists of a legal day’s work. Pursuant to Labor Code section 1813, Service Provider will forfeit to City as a penalty the sum of $25 for each day during which a worker employed by Service Provider or any subcontractor is required or permitted to work more than eight ho urs during any one calendar day, or more than 40 hours per calendar week, unless such workers are paid overtime wages under Labor Code section 1815. All Services must be carried out during regular City working days and hours unless otherwise specified in t he scope of services or authorized in writing by City.
3. Payroll Records: Service Provider and its subcontractors must maintain certified payroll records in compliance with Labor Code sections 1776 and 1812, and all implementing regulations promulgated b y the Department of Industrial Relations (“DIR”). For each payroll record, Service Provider and its sub contractors must Updated: 6/23 Page 3
certify under penalty of perjury that the information in the record is true and correct, and that it has complied with the requirements of Labor Code sections 1771, 1811, and 1815. Unless the Agreement is for an amount under $25,000, Service Provider must electronically submit certified payroll records to the Labor Commissioner as required under California law and regulations.
4. Apprentices: If the amount of the Agreement is $30,000 or more, Service Provider must comply with the apprenticeship requirements in Labor Code section 1777.5.
5. DIR Monitoring, Enforcement, and Registration : The Services are subject to compliance moni toring and enforcement by the DIR pursuant to Labor Code section 1725.5, and, subject to the exception set forth below, Service Provider and any sub contractors must be registered with the DIR to perform public works projects. The registration requirements of Labor Code section 1725.5 do not apply if the Agreement is for an amount under $25,000.
(2) Compensation. As full compensation for the satisfactory and timely performance of the Services as specified in Section (1), “Scope of Services,” and the attached exhibits, City hereby agrees to pay Service Provider a sum not to exceed One Hundred Five Thousand Five Hundred Forty-Three Dollars and Seventy-Five Cents ($105,543.75) as follows:
On a deliverables basis as set forth in the Service Order included in Exhibit A-1, with not- to-exceed amounts per fiscal year included in the Term of this Agreement as follows:
Fiscal Year 2023-24: $21,108.75
Fiscal Year 2024-25: $28,145.00
Fiscal Year 2025-26: $28,145.00
Fiscal Year 2026-27: $28,145.00
Service Provider will be paid all undisputed amounts within thirty (30) days of City’s receipt of detailed invoices for Services provided to the City Manager’s satisfaction during the preceding calendar month. Invoices must include all of the information contained in Section (7), “Billings,” below. Each invoice must be signed by an authorized representative of Service Provider, verifying that the invoiced Services have been performed. Service Provider will not be entitled to compensation for Additional Services, as defined below in Section (3), unless authorized by City in writing in advance, and memorialized in an amendment to this Agreement executed by the authorized representatives of each Party . This Section (2) supersedes any conflicting or inconsistent provisions in the Proposal.
(3) Additional Services. In addition to the S ervices included in Section (1), “Scope of Services,” the Parties may from time to time agree that Service Provider will provide Additional Services for additional compensation, as authorized by the City Manager. The nature and scope of the Additional Services, including the t ime for performance and terms for mutually agreeable additional compensation must be memorialized in a writing, executed by both Parties, as further specified in Section ( 25), “Amendments,” before Service Provider may begin providing the Additional Services. Service Provider will not be entitled to compensation for any Additional Services performed without a written amendment to include the Additional Services in this Agreement. If Service Provider believes that services that it is directed to perform by City are not included in Section (1), “Scope of Services,” Service Provider will promptly notify the City in writing of the basis for this belief. If the City agrees that the subject services are not included in Section (1), “Scope of Services,” the Parties will promptly execute a writing to authorize the services as Additional Services for mutually agreed -upon additional compensation . Except as otherwise specified in the written authorization, all Additional Service s are subject to the same terms and Updated: 6/23 Page 2
conditions as all Services under this Agreement , including, billing, record -keeping, reporting, insurance, indemnity, and compliance with all applicable laws and standards.
(4) Effective Date and Term. The term of this Agreement (“Term”) begins on the Effective Date set forth above, and expires on June 30, 2027. If the Term expires later than the end of the City’s fiscal year, the continuation of the Term into the next fiscal year will be contingent upon the City’s lawful encumbrance or appropriation of new funds for the Agreement.
(5) Assignment and Subcontracting. A substantial inducement to City for entering into this Agreement was, and is, the reputation and competence of Service Provider. The assignment or subcontracting of this Agreement by Service Provider, or any interest therein, is prohibited without the prior written approval of the City Manager. The City has authorized Service Provider to use the following Subcontractors as specified:
Subcontractor Name Subcontractor Services
________None________________ _______None____________________ ____________________________ _______________________________
(6) Independent Contractor Status. It is expressly understood and agreed by the Parties that Service Provider, while providing Services pursuant to this Agreement, is an independent contractor and not an employee of the City. Service Provider is solely responsible for the means and metho ds by which it provides the Services. Service Provider is solely responsible for all matters relating to the payment of its employees, including compliance with social security, withholding tax and all other laws and regulations governing such matters. Service Provider is solely responsible for its own acts and those of its agents and employees during the Term of this Agreement. Service Provider will not represent, at any time or in any manner, that Service Provider is an employee of the City. Service Provider will exercise its judgment in recommending to City the methods by which to accomplish City’s objectives and needs. Service Provider acknowledges that the City will provide no training. Service Provider will provide whatever tools and materials tha t are necessary to complete a client engagement. Service Provider is free to accept, and has accepted in the past, other client engagements. Service Provider is responsible for purchasing, bringing, providing, and controlling any and all equipment, tools, instruments, etc. needed for completion of the Services set forth herein, as well as for maintenance and use of such equipment. It is understood that Service Provider is hired on a temporary basis only, and that if the City and/or Service Provider desires to continue Service Provider ’s services after expiration of the Term or termination of this Agreement, Service Provider must enter into a new agreement.
(7) Billings. Service Provider's invoices must include the following information: (a) a brief description of Services performed, including any Additional Services; (b) the date the Services were performed; (c) the number of hours spent and by whom ; (d) the current Agreement not-to- exceed amount; (e) the amount previously billed ; (f) the total paid to date ; (g) the outstanding balance due, if any; (h) the current invoice amount; (i) total amount billed against the Agreement to date; (j) the remaining balance of the not -to-exceed amount; and (k) the Service Provider’s signature. Except as specifically authorized by City, Service Provider will not bill City for duplicate Services performed by more than one person. Service Provider may not submit any billing for an amount in excess of the maximum amount of compensatio n authorized in Sections (2) and (3) , above. Service Provider is solely responsible for its office and overhead costs, including furniture and equipment rental, supplies, salaries of employees, telephone calls, postage, advertising, and all other expenses incurred by Service Provider in the performance of this Agreement.
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(8) Advice and Status Reporting. Service Provider will provide the City with timely reports, orally or in writing, of all significant developments arising during performance of its Services, and provide the City with information as is necessary to enable City to monitor the performance of this Agreement, including statements and data demonstrating the effectiveness of the Services provided in achieving the City’s express goals and objectives. The City may withhold payments otherwise due to Service Provider pending timely delivery of all such reports and information.
Service Provider will promptly notify the City Manager of any matters that could adversely affect Service Provider’s ability or eligibility to continue to provide Services under this Agreement.
(9) Retention o f Records . Service Provider ’s complete files, including all records, employee time sheets, and correspondence pertaining to the Services will be available for review by the City upon request, and copies of pertinent reports and correspondence will be furnished for the City’s files upon request by the City . Service Provider will maintain adequate documentation to substantiate all charges for hours and materials charged to City under this Agreement. Service Provider will maintain the records and any other records related to the Services or this Agreement and will allow City access to such records for a period of four years after the expiration of the Term or term ination of the Agreement. At City ’s request, or upon expiration or termination of this Agreement, Service Provider will return to City all plans, maps, cost estimates, project financial records, reports, and related documents. All research information, plans, diagrams, financial records, reports, cost estimates or other documents prepared or obtained under the terms of this Agreement will be delivered to and become the property of the City and all data prepared or obtained under this Agreement will be made available, upon request, to the City without restrictions or limitations on their use. This Section (9) will survive expiration of the Term or termination of the Agreement.
(10) Written Reports and Documents. In accordance with Government Code section 7550, if the total compensation paid to Service Provider under this Agreement exceeds $5,000, any document or written report prepared by Service Provider for or under the direction of City will contain the numbers and dollar amounts of all contracts and subcontracts relating to the preparation of such document or written report. The contract and subcontract numbers and dollar amounts shall be contained in a separate section of such document or written report. When multiple documents or reports are the subject or product of this Agreement, the disclosure section may also contain a statement indicating that the total contract amount represents compensation for multiple documents or reports.
(11) Record and Fiscal Control System. Service Provider will maintain its financial records and fiscal control systems in a commercially reasonable manner. Service Provider will maintain personnel and payroll records to adequately identify the source and application of all received funds; withhold income taxes; pay employment taxes (including Social Security), unemployment compensation, worker's compensation and other taxes as ma y be due . Service Provider will maintain an effective system of internal control to assure that funds provided through the City are used solely for authorized purposes.
(12) Access to Records; Audits . The City will have access at any time during normal business hours and as often as necessary to any bank account and books, records, documents, accounts, files, reports, and other property and papers of Service Provider relating to the Services to be provided under thi s Agreement for the purpose of making an audit, review, survey, examination, excerpt or transcript.
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(13) Service Provider ’s Testimony. Unless the Services include serving as an expert witness, Service Provider agrees to consult with City and testify at City’s request at no additional cost other than normal witness fees if litigation is brought against City in connection with Service Provider’s Services. This Section (12) will survive expiration of the Term or termination of the Agreement.
(14) Assignment of Personnel . Service Provider will only assign competent and qualified personnel to perform the Services. If City asks Service Provider to remove a person assigned to the Services, Service Provider agrees to do so immediately regardless of the reason, or the lack of a reason, for City's request.
(15) Insurance. Before it may begin performing Services under this Agreement, Service Provider must procure and provide proof of the insurance coverage and endorsements required by this Section in the form of certificates and endorsements acceptable to City. The required insurance must cover the activities of Service Provider and its subcontractors relating to or arising from the performance of the Services, and must remain in full force and effect at all times during the Term of the Agreement. All required insurance must be issued by a company licensed to do business in the State of California, and each such insurer must have an A.M. Best’s financial strength rating of “A” or better and a financial size rating of “VII” or better. If Service Provider fails to provide any of the required coverage in full compliance with the requirements of this Agreement, City may, at its sole discretion and in addition to any other remedies, purchase such coverage at Service Provider’s expense and deduct the cost from payments due to Service Provider, suspend performance of the Services under the Agreement, or terminate Service Provider for default. The procurement of the re quired insurance will not be construed to limit Service Provider’s liability under this Agreement or to fulfill Service Provider ’s indemnification obligations under this Agreement. If coverage limits carried by Service Provider exceed the minimum limits sp ecified below, the higher limits will be deemed to be required by this Agreement.
A. Policies and Limits. Service Provider must procure and maintain the following insurance policies and limits at all times during the Term of this Agreement:
1. Commercial General Liability Insurance (“CGL”): The CGL policy must be issued on an occurrence basis, written on a comprehensive general liability form (CG 00 01), and must include coverage for liability arising from the operations of Service Provider or its subcontractors in the performance of the Services, including products and completed operations, property damage, bodily injury and personal and advertising injury with limits of at least $2,000,000.00 per occurrence. General aggregate limit shall be t wice the required occurrence limit . The CGL coverage may be arranged under a single policy for the full limits required or by a combination of underlying policies with the balance provided by excess or umbrella policies, provided each such policy complies with the requirements set forth herein.
2. Automobile Liability: The automobile liability policy must provide coverage of at least $1,000,000.00 combined single-limit per accident for bodily injury, death or property damage.
3. Workers’ Compensation Insurance and Employer’s Liability: If the Service Provider has employees, t he policy must comply with the requirements of the California Workers’ Compensation Insurance and Safety Act, providing coverage of at least $1,000,000.00, or as otherwise required by law.
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4. Professional Liability: The professional liability insurance policy must insure against the Service Provider’s errors and omissions in the provision of Services under this Agreement, in an amount not less than $1,000,000.00 combined single limit. Any deductible or self -insured retention may not exceed $50,000. The professional liability policy must include prior acts coverage sufficient to cover all Services provided by the Service Provider for this Agreement, and the coverage must continue in effect for five years following final payment to Service Provider.
The following provisions apply if the professional lia bility policy is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be on or before the Effective Date of the Agreement.
b. The insurance must be maintained and evidence of insurance must be provided for a continuous period of at least five years following expiration of the Term or termination of the Agreement, whichever occurs first.
c. If the coverage is canceled or not renewed and is not replaced with another claims-made policy form with a retroactive date that is on or before the Effective Date of this Agreement, Service Provider must provide extended reporting coverage for a minimum of five years following expiration of the Term or termination of the Agreement, whichever occurs first. The City has the right to procure, at Service Provider ’s cost, any extended reporting provisions of the policy if the Service Provider cancels or fails to renew the coverage.
d. A copy of the claim reporting requirements must be submitted to the City before Service Provider may b egin performing Services under this Agreement.
B. Required Endorsements . The insurance provided by Service Provider must include the following endorsements as specified below. The endorsements must be executed by a person authorized to bind the issuing insurer. The endorsements are to be provided on forms provided, specified, or approved by the City . As an alternative to the City’s forms, the Service Provider’s insurer(s) may provide complete copies of all required insurance policies, including endorsements.
1. Additional Insured Endorsements : The General Liability and Automobile Liability policies are to contain, or be endorsed to contain, the following provisions:
a. The City, its office rs, officials, employees, and volunteers (“Additional Insureds”) will be covered as additional insureds with respect to all covered liability. This must be provided in the form of an additional insured endorsement to the Service Provider’s insurance policy, using form CG 20 10 11 85, forms CG 20 10 10 01 and GC 20 37 10 01, or equivalent approved by the City. For design professionals f orm CG 20 07 may be used. Alternatively, the additional insured endorsement may be provided as a separate owner’s policy that complies with all of the requirements set forth in this Section 15.
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b. The inclusion of more than one insured will not operate to impair the rights of one insured against another, and the policies will apply as though separate policies have been issued to each of the Additional Insureds. c. The insurance provided by the Service Provider is primary and no insurance or self-insurance held or owned by any of the Additional Insureds may be called upon to contribute to a loss or defense.
d. Any failure by Service Provider to comply with the reporting requirements for a policy will not affect nor abridge the coverage provided for any Additional Insureds.
e. The coverage or endorsement will not contain any limitations on the scope of protection available to the Additional Insureds.
2. Notice: Each insurance policy require d by this clause must provide or be endorsed to state that coverage will not be reduced, canceled, or allowed to expire without at least 30 days written notice to the City, unless due to non -payment of premiums, in which case 10 days written notice is required.
3. Waiver of Subrogation: Each required policy must include an endorsement providing that the insurer will waive any right of subrogation it may have against the City. Service Provider hereby agrees to waive subrogation which any insurer of Service Provider may acquire from Service Provider by virtue of the payment of any loss.
C. Deductibles and Self -Insured Retentions . Any deductibles or self -insured retentions for the required insurance policies are subject to prior approval by the City Manager .
Before beginning performance of the Services, Service Provider must disclose the amounts of the deductibles and self-insured retentions that apply to the required policies. If the City Manager determines that the deductible or self -insured retention for any required policy is unacceptably high, at the option of City, (1) the insurer must reduce or eliminate the deductible or self-insured retention with respect to the Additional Insureds, or (2) the Service Provider must provide a bond or financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. During the Term of this Agreement, Service Provider may not increase any deductibles or self-insured retentions with respect to the Additional Insureds, without the prior written consent of the City Manager. The City Manager may condition such consent upon the Service Provider procuring a bond or financial guarantee that is satisfactory in form to the City, guaranteeing payment of losses and related investigations, claim administration, and defense expenses.
D. Subcontractors. Service Provider must ensure that each subcontractor is required to maintain the same insurance coverage required for Service Provider under this Section (15), with respect to its performance of Services, including the required endorsements.
Service Provider must confirm that each subcontractor has complied with these insurance requirements before the subcontractor is permitted to begin Services under this Agreement. Upon request by the City, Service Provider must provide certificates a nd endorsements submitted by each subcontractor to prove compliance with this requirement. The insurance requirements for subcontractors do not replace or limit the Service Provider insurance obligations.
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(16) Indemnification. The terms and conditions set forth in subsection 16(A), below, are applicable to this Agreement if the Services to be provided by Service Provider are not “design professional” services as used and defined in Civil Code section 2782.8 (architect, landscape architect, engineering, or land surveyor services). The terms and conditions set forth in subsection 16(B), below, are applicable to this Agreement if the Services to be provided by Service Provider are “design professional” services as used and defined i n Civil Code section 2782.8 (architect, landscape architect, engineering, or land surveyor services).
A. Indemnification by Non-Design Professionals. Service Provider shall, to the fullest extent permitted by law, indemnify, defend (with counsel acceptable to the C ity) and hold harmless City, and its employees, officials, volunteers and agents (" Indemnified Parties") from and against any and all losses, claims, damages, costs and liability of every nature arising out of or resulting from the performance of this Agreement by Service Provider, its officers, employees, agents, volunteers, subcontractors or sub-Service Providers, excepting only liability arising from the sole negligence, active negligence or willful misconduct of City. Liabilities subject to the duties to defend and indemnify include, without limitation, all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution.
1. The duty to defend is a separate and distinct obligation from the Service Provider’s duty to indemnify. The Service Provider shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its directors, officers, and employees, immediately upon tender to the Service Provider of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination of comparative ac tive negligence or willful misconduct by an Indemnified Party does not relieve the Service Provider from its separate and distinct obligation to defend City. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent defense counsel if the Service Provider asserts that liability is caused in whole or in part by the negligence or willful misconduct of an Indemnified Party. If it is finally adjudicated tha t liability was caused by the sole active negligence or sole willful misconduct of an Indemnified Party, Service Provider may submit a claim to the City for reimbursement of reasonable attorneys’ fees and defense costs.
2. In the event that Service Provider or any employee, agent or subcontractor of Service Provider providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System ( “PERS”) to be eligible for enrollment in PERS as an employee of City, Service Provider shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Service Provider or its employees, agents or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
3. The review, acceptance or approval of the Service Provider’s Services or work product by any Indemnified Party shall not affect, relieve or reduce the Service Provider ’s indemnification or defense obligations. The provisions of this Section are not limited by and do not affect the provisions of this Agreement relating to insurance.
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harmless clause. This indemnification and hold harmless clause shall apply to any damag es or claims for damages whether or not such insurance policies shall have been determined to apply.
5. By execution of this Agreement, Service Provider acknowledges and agrees to the provisions of this Section and that it is a material element of consideration, and that these provisions survive the termination of this Agreement.
B. Indemnification by Design Professionals . Consistent with California Civil Code section 2782.8 (“section 2782.8”), when the Services to be provided under this Agreement are to be performed by a “design professional,” as that term is defined under section 2782.8, Service Provider shall, to the full est extent permitted by law, indemnify, defend and hold harmless City, and its employees, officials, volunteers and agents (“Indemnified Parties”) from and against any and all losses, claims, damages, costs and liability of every nature , including reasonab le attorneys’ fees and costs, to the extent caused in whole or in part by any negligence, recklessness, or willful misconduct of Service Provider , its officers, employees, agents or subcontractors in performance of the Services under this Agreement , but excluding the sole or active negligence or willful misconduct of one or more of the Indemnified Parties. Defense costs shall not exceed Service Provider ’s proportionate percentage of fault, except as set forth in section 2782.8.
1. In the event that Service Provider or any employee, agent or subcontractor of Service Provider providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System ( “PERS”) to be eligible for enrollment in PERS as an employee of City, Service Provider shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Service Provider or its employees, agents or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
2. The review, acceptance or approval of the Service Provider’s Services or work product by any Indemnified Party shall not affect, relieve or reduce the Service Provider’s indemnification or defense obligations. The provisions of this Section are not limited by and do not affect the provisions of this Agreement relating to insurance.
3. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Service Provider from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply.
4. By execution of this Agreement, Service Provider acknowledges and agrees to the provisions of this Section and that it is a material element of consideration, and that these provisions survive the termination of this Agreement.
(17) Licenses. If a license of any kind, which term is intended to include evidence of registration, is required of Service Provider, its employees, agents, or subcontractors by federal or state law, Service Provider warrants that such license has been obtained, is valid and in good standing, and Service Provider shall keep it in effect at all times during the Term of this Agreement, and that any applicable bond has been posted in accordance with all applicable laws and regulations. Service Provider, and its subcontractors, will obtain and maintain a City of San Pablo Business License at all times during the Term of this Agreement.
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(18) Employment Practices.
A. Employment of Local Residents. Pursuant to the San Pablo Economic Opportunity Policy, the Service Provider and any subcontractors shall contact the San Pablo Economic Development Corporation (“ EDC”) at [email protected] or 510-215- 3200, at least ten business days prior to hiring or staffing for fulfillment of the Agreement, describing number, duties and qualifications needed for available positions, and shall fairly consider for employment any workers referred by the EDC within three business days. “Local Resident” means an individual having an adjusted household income of less than the Area Median Income for Contra Costa County, and domiciled in the City of Sa n Pablo as of the relevant hiring date, with “domiciled” as defined by Section 349(b) of the California Election Code. Discrimination against Local Residents on the basis of their local status is prohibited.
B. Compliance With Law. Service Provider represents that it is an Equal Opportunity Employer and shall comply with applicable regulations governing equal opportunity employment. Service Provider shall not discriminate in the employment of any person because of race, color, national origin, ancestry, physical or mental disability, medical condition, marital status, sex, age, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment and Housing Act. Service Provider shall comply with all applicable provisions of th e Americans with Disabilities Act of 1990 ( “ADA”) in performing its obligations under this Agreement. Failure to comply with the provisions of the ADA shall be a material breach of, and grounds for the immediate termination of, this Agreement . In performing Services and providing services under this Agreement, Service Provider shall, at its sole cost and expense, comply with all applicable laws of the United States and the State of California; the Ordinances of the City of San Pablo; and the rules, regulations, orders, and directions of their respective administrative agencies and the officers thereof.
(19) Local Subcontracting – Outreach. Service Provider shall contact the EDC at [email protected] or 510 -215-3200) at least two weeks prior to any subcontract award, providing notice and details regarding subcontracting opportunity. The EDC shall notify qualified local businesses of subcontracting opportunities, and provide technical assistance to qualified local businesses during the subcontracting bidding process.
(20) Termination.
A. Termination for Convenience . City may terminate this Agreement at its sole discretion as set forth in Exhibit A-1.
B. Termination for Cause. City may terminate this Agreement for cause by providing Service Provider with one day’s written notice of such termination if Service Provider violates any of the terms and conditions of this Agreement. In City’s discretion and at City’s option, such termination for cause may alternatively be accomplished, where Service Provider fails to perform any of the obligations required of Service Provider within the time and in the manner provided for under the terms of this Agreement, within seven days after receipt of the notice of such default.
Upon City's termination of this Agreement for cause, City reserves the right to complete the Services by whatever means City deems expedient and the expense of completing such Services, as well as any and all damages to the extent caused by the negligent acts, intentional acts or errors or omissions of the Service Provider, shall be charged to the Service Provider.
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C. Immediate Termination. City may terminate this Agreement immediately in any case where the Service Provider engages in fraudulent or criminal activities while performing the Services, or is otherwise determined to lack the necessary skills to accomplish the desired objectives.
(21) Ownership of Materials . Any and all documents, including draft documents where completed documents are unavailable, or materials prepared or caused to be prepared by Service Provider pursuant to this Agreement shall be the property of the City at the moment of their completed preparation. All materials and records of a preliminary nature such as survey notes, sketches, preliminary plans, computations and other data, prepared or obtained in the performance of this Agreement, shall be made available, upon request, to City at no additional charge and without restriction or limitation on their use consistent with the intent of the original design, provided that City acknowledges and agrees that the ClearGov Service - defined as “the complete set of ClearGov software and related materials including but not limited to the ClearGov Apps, ClearGov Web Site, the Documentation and the Software ” – and all intellectual property rights in the ClearGov Service are, a nd shall remain, the sole and exclusive property of the Service Provider.
(22) Amendments. This Agreement may be modified or amended only by a written document executed by both Service Provider and City's City Manager and approved as to form by the City Attorney. Such document shall expressly state that it is intended by the Parties to amend the terms and conditions of this Agreement.
(23) Abandonment by Service Provider . In the event the Service Provider ceases performing Services under this Agreement or otherwise abandons the Agreement prior to completing all of the Services, Service Provider shall, without delay, deliver to City all materials and records prepared or obtained in the performance of this Agreement, and shall be paid for the reasonable value of the Services performed up to the time of cessation or abandonment, less a deduction for any damages or additional expenses which City incurs as a result of such cessation or abandonment. Service Provider agrees to be financially responsible and to compensate City for any costs incurred by City in retaining the services of another to replace Service Provider, but only to the extent that the costs of retaining the replacement exceed what remaining amounts would have been paid to Service Provider under the Agreement had Service Provider completed the Services.
(24) Waiver. The waiver by either Party of a breach by the other of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision of this Agreement.
(25) No Third -Party Rights . The Parties do not intend to create rights in, or to grant remedies to, any third party as a beneficiary of this Agreement or of any duty, covenant, obligation, or undertaking established herein.
(26) Severability. Should any part of this Agreement be declared by a final d ecision by a court or tribunal of competent jurisdiction to be unconstitutional, invalid, or beyond the authority of either Party to enter into or carry out, such decision shall not affect the validity of the remainder of this Agreement, which shall continue in full force and effect, provided that the remainder of this Agreement, absent the unexcised portion, can be reasonably interpreted to give effect to the intentions of the Parties.
Updated: 6/23 Page 11
(27) Compliance with Laws. In the performance of this Agreement, Service Provider shall abide by and conform to any and all applicable laws of the United States, the State of California, and City ordinances. Service Provider warrants that all Services done under this Agreement will be in compliance with all applicable safety rules, laws, statutes and practices, including but not limited to Cal/OSHA regulations.
(28) Controlling Law and Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California , and venue for any legal action arising from or relating to this Agreement will be in the Superior Court of Contra Costa County, and no other place. Service Provider hereby waives the removal provisions of Code of Civil Procedure section 394.
(29) Breach. In the event that Service Provider fails to perform any of the Services described in this Agreement or otherwise breaches the Agreement, City shall have the right to pursue all remedies provided by law and equity. Neither payment by the City nor performance by Service Provider shall be construed as a waiver of either Party's rights or remedies against the other.
Failure to require full and timely performance of any provision, at any time, shall not waive or reduce the right to insist upon complete and timely performanc e of such provision thereafter. In the event of any suit, action or proceeding brought by either Party for breach of any term hereof or to enforce any provision hereof, the prevailing party shall be entitled to recover its reasonable attorney’s fees.
(30) Inspection by Other Agencies . Authorized representatives of the Federal Government, the California Department of Transportation, or other government agencies which provide grant funding (if any) for this Agreement and the City have the right to inspect Service Provider’s performance of the Services, files, and work product.
(31) Conflict of Interest . Service Provider warrants and covenants that Service Provider presently has no interest in, nor shall any interest be acquired in, any matter which will render the services required under the provisions of this Agreement a violation of any applicable state, local, or federal law. In the event that any conflict of interest should nevertheless arise, Service Provider shall promptly notify City of the existence of such conflict of interest so that the City may determine whether to terminate this Agreement. Service Provider further warrants its compliance with the Political Reform Act (Gov. Code section 81000 et seq.) respecting this Agreement. Where City Manager determines, based on facts provided by City staff, that Service Provider meets the criteria of section 18701 of the FPPC regulations, the individual providing services under this Agreement shall be considered a “designated employee” under the City’s conflict of interest code, and shall be required to complete FPPC Form 700 regarding his or her economic interests in a timely manner.
(32) Copyright. Upon City's request, Service Provider shall execute appropriate documents to assign to the City the copyright to work created pursuant to this Agreement. The issuance of a patent or copyright to Service Provider or any other person shall not affect Cit y's rights to the materials and records prepared or obtained in the performance of this Agreement. City reserves a license to use such materials and records without restriction or limitation consistent with the intent of the original design, and City shall not be required to pay any additional fee or royalty for such materials or records. The license reserved by City shall continue for a period of fifty years from the Effective Date unless extended by operation of law or otherwise.
(33) Whole Agreement . This Agreement constitutes the entire understanding and agreement of the parties. This Agreement integrates all of the terms and conditions mentioned Updated: 6/23 Page 12
herein or incidental hereto and supersedes all negotiations or previous agreements between the Parties with respect to all or any part of the subject matter hereof. The Parties acknowledge that the ClearGov BCM Service Agreement referenced in the Service Order (Exhibit A-1) is a part of this Agreement as to the specific provisions incorporated by ref erence as set forth in Exhibit B .
Those terms of the ClearGov BCM Service Agreement that have not been expressly incorporated in as part of this Agreement and have no force or effect.
(34) Authority of Parties. Each of the signatories to this Agreement warrants that he or she has the authority to enter into and execute this Agreement and to bind the entity or entities on whose behalf they sign.
(35) Counterparts. This Agreement may be executed in duplicate counterparts.
(36) Multiple Copies of Agreement . Multiple copies of this Agreement may be executed but the parties agree that the Agreement on file in the office of the City Clerk is the version of the Agreement that shall take precedence should any differences exist among counterparts of the document.
(37) Notices. Notices required by this Agreement shall be personally delivered or mailed, postage prepaid, as follows:
To Service Provider: ClearGov, Inc.
Attn: Legal Notices
2 Mill & Main, Suite 630
Maynard, MA 01754
To the City: City Manager, City of San Pablo
San Pablo City Hall
1000 Gateway Avenue
San Pablo, CA 94806
Each Party shall provide the other Party with telephone and written notice of any change in address as soon as practicable. Notices given by personal delivery shall be effective immediately.
Notices given by mail shall be deemed to have been delivered forty-eight hours after having been deposited in the United States mail.
(38) Federal Funding Requirements (if applicable). If this Agreement is subject to federal funding, in whole or in part, it must comply with the uniform federal award procurement requirements set forth in 2 CFR §§ 200.318 – 200.327, as may be amended from time to time, and contain the applicable provisions described in Appendix II to Part 200 – Contract Provisions for non-Federal Entity Contracts Under Federal Awards, which are attached to this Agreement as Exhibit C. In the event of a conflict or inconsistency between Exhibit C, Exhibit D, if applicable, and this Agreement, Exhibit C will control.
____ This Agreement is subject to federal funding. See Exhibit C. _X__ This Agreement is not subject to federal funding.
(39) Caltrans Funding Requirements (if applicable). If this Agreement is for architectural and/or engineering services subject to reimbursement or funding, in whole or in part, by Caltrans and administered under the Local Assistance Procedures Manual (“LAPM”), it must include the provisions set forth in Exhibit D, Mandatory Fiscal and Federal Provisions for Updated: 6/23 Page 13
Architectural and Engineering Service Provider Contracts Subject to Caltrans Funding. In the event of any conflict or inconsistency between Exhibit D and this Agreement, Exhibit D will control.
___ This Agreement is subject to funding by Caltrans. See Exhibit D. _X_ This Agreement is not subject to funding by Caltrans.
IN WITNESS WHEREOF, Service Provider has executed this Agreement, and the City, by its City Manager, who is authorized to do so, has executed this Agreement.
APPROVED AS TO FORM: CITY OF SAN PABLO
A Municipal Corporation
By _______________________________ By ___________________________________ Teresa L. Stricker, City Attorney Matt Rodriguez, City Manager
Date signed:___________________________
CLEARGOV, INC.
By ___________________________________
Bryan A. Burdick, President
Date signed:___________________________
ATTEST:
By _______________________________ Date signed:___________________________ Dorothy Gantt, City Clerk
Attachments: Exhibit A -1: Service Provider 's Service Order, dated September 8, 2023 (revised 9/25/23)
Exhibit A-2: Service Provider’s Proposal, dated September 20, 2023
Exhibit B: Cle arGov BCM Service Agreement with Specific Terms Incorporated by Reference
Updated: 6/23 Page 14
Exhibit A-1
Service Order Dated September 8, 2023 (revised 9/25/23)
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Exhibit A-2
Service Provider’s Proposal Dated September 20, 2023
PREPARED ON
September 20, 2023
PREPARED FOR
Norm Veloso
Director of Finance
City of San Pablo
PREPARED BY
Ryan Wilson
ClearGov, Inc.
[email protected]
(901) 937-9735
ClearGov, Inc. | 855-553-2715 | www.cleargov.com P a g e1o f3 6
OUR MISSION
We Create Easy-to-Use Software
to Help Governments Budget Better
ClearGov, Inc. | 855-553-2715 | www.cleargov.com P a g e2o f3 6
September 20, 2023
Norm Veloso
Director of Finance
City of San Pablo
1000 Gateway Ave
San Pablo, CA 94806
Dear Norm,
Per our discussions, I am pleased to provide you and your team at San Pablo with the attached software proposal for your consideration
Our mission at ClearGov is to create easy-to-use, modern software to help governments budget better.
We make it easy for governments like yours to operate more efficiently and communicate more effectively. Our solutions are easy to afford, implement, and use. They don't cause a lot of upheaval, and they don't force you to reinvent the wheel. ClearGov solutions are designed to be just right for local governments like San Pablo.
We fully appreciate the demands on your time, so I’d like to thank you in advance for the time that you and your team will spend reviewing this proposal. If you have any questions or need additional information of any kind, please do not hesitate to ask.
Ia mc o nfident that you and your team will be impressed by the ClearGov solutions and even more impressed by how hard we will work to make you happy.
We look forward to working with you.
Sincerely yours,
Ryan Wilson
ClearGov, Inc.
[email protected]
(901) 937-9735
ClearGov, Inc. | 855-553-2715 | www.cleargov.com P a g e3o f3 6
EXECUTIVE SUMMARY 5
BUDGET CYCLE MANAGEMENT OVERVIEW 7
PRODUCT SCOPE 20
INVESTMENT 22
IMPLEMENTATION PLAN 23
TRAINING & SUPPORT 29
TECHNICAL & SECURITY OVERVIEW 31
FAQs 33
ClearGov, Inc. | 855-553-2715 | www.cleargov.com P a g e4o f3 6
EXECUTIVE SUMMARY
Mission
ClearGov’s mission is to create easy-to-use, modern software that helps local governments budget better. We believe that every local government should have the opportunity to leverage technology to operate more efficiently and communicate more effectively. We pursue this mission by carefully designing solutions that are clear, collaborative, compelling and cost-effective to fuel better budgeting and drive community support.
Solutions Overview
Based on our conversations with San Pablo and our understanding of your key needs and objectives, we are proposing the following ClearGov solutions:
ClearGov Operational Budgeting
● A robust, yet simple-to-use budgeting solution that is specifically tailored to the needs of local governments to streamline the budgeting process.
● Enables finance teams to easily collaborate in real time ● Eliminates spreadsheet errors
● Provides visual dashboards for all funds summary and budget to actuals ● Enables end-of-year projections and fund balance analytics ClearGov Personnel Budgeting
● A filterable personnel dashboard provides a birds-eye view of your headcount budget and enables you to visually compare unlimited personnel budgeting scenarios ● Automated workflows streamline position and reclassification requests ● Create salary and benefits plans for up to 20 years
● Analyze the effects of salary/benefit adjustments for more informed union negotiations ● Create and export custom reports to share your personnel budget internally and externally ClearGov Capital Budgeting
● Utilize built-in templates to easily create customized capital request forms ● Automated workflows collect, organize and present capital requests in an intuitive dashboard with the ability to filter by department, funding source, request type and more ● Leverage capital request template forms and create custom forms ● Create unlimited multi-year scenario plans to optimize capital utilization ● Score and rank capital requests based on custom criteria to prioritize requests ClearGov Digital Budget Book
● The easiest and fastest way to build an award-winning budget book ● Automatically generates a professionally formatted template that’s pre-populated with your financials, capital request data, charts, and more
● Let’s you and your team work collaboratively tofill in the details ● Built to GFOA guidelines, optimized to ADA standards and designed to be mobile-friendly Implementation Plan
You will be assigned an Implementation Manager (IM), who will develop a plan to get your team up and running that is based on your specific goals and timeline. The ClearGov Onboarding Process will have a big impact on your overall success with our platform, and as such, it is a team effort between you and ClearGov that includes three key components:
ClearGov, Inc. | 855-553-2715 | www.cleargov.com P a g e5o f3 6
General Ledger Data Mapping
● A ClearGov Data Onboarding Consultant will format, upload and map your financial data (i.e. revenue and expense data). Your role is to provide us with a complete set of data files as well as guidance on how you would like to view the data, and to review and provide feedback along the way. This is the most important onboarding step as it enables the full use of the budgeting applications.
Training
● Our products are designed to be intuitive and easy to use, but ClearGov provides a robust set of self-directed training resources, as well as custom workshops to share best practices and help you get the most from our solutions.
Configuration
● Once trained, you can easily configure the ClearGov platform to meet your specific needs - for example - by customizing capital request forms; creating wage schedules; selecting the panels to include in your Transparency Center; etc.
Timeframe
● We have learned that different customers have different priorities, so the onboarding process usually takes between 60 - 90 days. If you have a specific deadline, please let me or your Implementation Manager know, and we’ll get back to you quickly to let you know if it’s possible, as well as what needs to happen - by when - to achieve that deadline.
Conclusion
In the pages that follow, we’ll explain how and why ClearGov solutions not only offer the best value for San Pablo, but also make your day-to-day operations more efficient, productive, and impactful.
ClearGov is committed to helping local governments like yours “make democracy work better”. And while that may sound lofty, “democracy” is simply what you do every day. We just want to help you do it in a modern, data-driven way — a way that makes your job easier, lightens your load, showcases all the good work that you do, and ultimately helps you better serve your community.
ClearGov already works with hundreds of local governments across the country, and we’d be delighted to welcome San Pablo into the fold. If you have questions or concerns as you review this proposal, please do not hesitate to reach out. Thank you for your consideration.
ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 6 of 36
BUDGET CYCLE MANAGEMENT OVERVIEW
We know that you’re working hard to make your government run better, and you know that technology can help you get it done. Unfortunately, most of the gov-tech software on the market right now is designed for sprawling megacities or state and federal government — not local agencies like yours. So, these platforms are often complicated, expensive, and loaded with bells and whistles that you’ll never use. You don’t need a chainsaw to carve a turkey. You simply need the right tool for the job.
ClearGov is built from the ground up specifically for local governments. It does everything you need it to do. It’s just-right software for agencies that are looking to take that critical next step toward modernizing their budget process. Therefore, all ClearGov solutions are:
CLEAR AND EASY TO USE
At ClearGov, everything we do is designed to make complex government data easy to understand and easy to use, internally and by the public at large. We present data in readily-understood infographic form, and offer an interface for our internal tools that’s easy for every staff member to learn and use.
CLOUD-BASED
Web-based software requires no installation, no maintenance and is always up-to-date. Plus, it gives local governments the ability to quickly adjust to evolving input and changing dynamics. We host our software and our data with Amazon Web Services, which ensures data security and world-class software performance.
CONNECTED
All ClearGov solutions share a common data set and work together seamlessly. Plus, when you’re ready to implement, we do all the heavy lifting for you. To get started, all you have to do is send us an Excel file with your financial data, and we’ll onboard it for you.
COLLABORATIVE
ClearGov solutions are designed to improve collaboration and efficiency by automating processes and outcomes. Streamlining the collaborative process is vital to prevent key items from falling through the cracks. Centralization and remote access to documents, systems and processes is mission-critical.
COST EFFECTIVE
ClearGov is built and priced for local governments and school districts. Our packages are all-inclusive, so you’ll never be charged extra for per-seat licenses, never be surprised with hidden fees, and never pay for support or product updates...never.
Our goal is to delight our customers with unbeatable value in everything we do.
ClearGov, Inc. | 855-553-2715 | www.cleargov.com P a g e7o f3 6
Budget Better Together
ClearGov Operational Budgeting is a suite of
flexible, cloud-based budgeting, forecasting and
fund balance modules designed to leverage your
existing financial data into a more efficient and
collaborative budget building process that
streamlines communication with department
heads and other budget stakeholders.
It is a one-stop shop to dynamically forecast what-if
scenarios, build a budget and communicate
budgeting rationale. Designed specifically for local
governments and school districts, ClearGov
Operational Budgeting is a giant step forward from
building your budgets and forecasts with Excel or
the legacy accounting system budgeting tools.
Watch a 5 minute micro-demo here
Budget Dashboard Departmental Collaboration
All Funds Summary End of Year Projections
Automated Audit Trail Integrated Report Builder
Budget to Actuals Charts Fund Balance Metrics
Unlimited Budgets Multi-Year Forecasting, and more...
ClearGov, Inc. | 855-553-2715 | www.cleargov.com P a g e8o f3 6
Budget Builder
ClearGov’s Budget Builder helps your staff budget
better, together. Using a single, shared online
workspace, financial executives, committee members,
and department heads can collaborate on building a
budget using an efficient tool that’s been designed
specifically to meet the budgeting needs of local
governments.
● Choose your baseline: Base your budget on last
year’s data, on a simple-to-generate budget
forecast (see below) or use zero-based budgeting.
● Collaborate effectively: ClearGov Budgets makes it easy to manage, merge, track and review budget requests and changes as a team, every step of the way. ● Create unlimited budgets: Create multiple budgets every year across different funds or for the same fund. You can even build out what-if scenarios.
● Add notes and supporting material: Comments and supporting documents are easily attached directly to line items so they are readily available for reference. ● Keep a thorough audit trail: Automatically track every change, comment, and version so you always know who changed what and when.
● Build custom reports with a click: Easily create and export custom reports to share your operational budget with internal and external stakeholders and existing systems. ● Operational Budget Dashboard: Quickly see and share the status of your budget-building process. Filter on current and historical financial data. Automatically aggregate all budget requests in one place.
All Funds Summary
With ClearGov’s automated All Funds Summary
dashboard, you can easily review your holistic budget. No more switching between spreadsheet tabs or scrolling
screen by screen to get the full picture.
● Automated Summary: View your budget across
all funds via an interactive, visual dashboard.
● Toggle Your Views:Filter and sort functionality is
built-in. You can toggle your view by fund,
department or object.
● All Funds Summary Export: Online collaborators will have access to the All Funds Dashboard, and with one click, you can export a full report to Excel, CSV or PDF. .
ClearGov, Inc. | 855-553-2715 | www.cleargov.com P a g e9o f3 6
End of Year Projections
As your fiscal year progresses or as the fiscal year-end
approaches, your collaborators can submit end-of-year
projections. ClearGov automatically updates your
projected fund balances to help you make more informed
decisions for next year’s budget.
● EOY Collection: Seamlessly include an
“End-of-Year Projection” column in your budget
workspace. Default to previous year’s numbers or
zero-balance.
● Fund Balance Analysis: Utilize interactive charts to give your finance team new perspectives and insights on your projected Fund Balances.
● Pin Your Chart: Your collaborators can pin their fund balance chart to their workspace to see live updates as they work through their budget requests entry.
Why does San Pablo need this?
● Improve accuracy: Nearly 9 out of 10 spreadsheets contain errors. Finding those mistakes and fixing them can be frustrating and wastes precious time. But ClearGov is cloud-based, so everybody works on the same error-free master file vs. a multiple spreadsheet monster that has to be managed and merged manually.
● Collaborate more effectively: ClearGov allows everyone involved to work from the same platform, share comments and suggestions, and immediately see the impact across the organization — in real time — as budget development unfolds. ● Free up time and resources: Preparing the annual budget consumes a big chunk of your time, but it's not the only thing you do. Modernizing your budgeting process will free up your time and talent to focus on other critical projects as well. ● Make better budgeting decisions: ClearGov’s dynamic, graphical interface helps you clearly visualize historical trends — at a glance — so you can readily identify areas that are consistently under or over budget and make adjustments accordingly.
● Plan for the long term: Access to an AI-driven forecasting tool enables you to better assess how budget decisions made today will impact revenues and expenditures down the road. Create multiple forecasts to better plan for “best case” or “worst case” scenarios. ● Identify areas of potential overspend/prevent waste:With instant, easy access to benchmarking data, you can uncover areas for savings quickly and adjust your budget accordingly.
ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 10 of 36
Modern Personnel Planning
Chances are that people represent the biggest
chunk of your annual budget, and it’s also the most
complicated. ClearGov’s Personnel Budgeting
solution enables you to throw away those massive
spreadsheets that you’ve been managing by hand
and streamlines the entire personnel planning and
forecasting process in a single, cloud-based,
collaborative solution.
Complete with powerful tools to manage position
requests, inform union negotiations and much
more, ClearGov’s Personnel Budgeting application is
a unique software platform built specifically to help
finance directors more easily budget for salaries,
benefits and other personnel costs.
Watch a 5 minute micro-demo here
Personnel Dashboard Union Negotiation Planning
Position Request Manager Multi-year Position Budgeting
Vacancy Planning Integrated Report Builder
Unlimited Scenario Planning And more...
ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 11 of 36
Personnel Request Manager
The ClearGov Personnel Budgeting solution enables you
to quickly and easily setup and organize your personnel data, collective bargaining rules, open positions and
more. Automated workflow tools enable you to capture
position requests in a digital format and automatically incorporate these changes into your personnel planning
model.
● Position Management: Easily import all people,
positions and units from your accounting system
and set up rules for steps, lanes, benefits, overtime
and more.
● Digital Request Forms: Stop using paper or Excel request forms. Enable department heads to submit new position requests using digital request forms, and all data is automatically captured within your personnel plan.
● Request Manager: Manage all new position requests from one table. Easily see the details of each request, add comments for the requester, and take other actions on the request. Requests can be included in scenarios to see the impact of new positions as you build your personnel budget.
Personnel Planning
ClearGov Personnel Budgeting provides a powerful yet
intuitive set of tools to review, plan, compare and
communicate multiple personnel plan scenarios to help
you make smart decisions about your team and your
budget. Compare and contrast single year or multi-year
budgets. Easily alter any of your key assumptions to
examine unlimited what-if scenarios.
● Data and Rules Manager: Intuitive tools enable
you to set up and manage key assumptions and
rules by position or by CBA unit.
● Scenario Planning: Seamlessly create unlimited,
personnel budget scenarios based on applicable rules and assumptions by unit, by position or by individual.
● Union Negotiations: Analyze the effects of adjustments to salaries and benefits for more informed negotiations.
● Vacancy Planning: Get a complete picture of your current and future workforce budget; create and fill vacant positions on specified dates.
● Multi-Year Planning: Automatically create salary and benefit plans for up to 20 years in the future.
ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 12 of 36
Personnel Dashboard
ClearGov Personnel Budgeting rolls up all of your critical information into an easy-to-read, graphical dashboard to help you immediately see the impact of key decisions and share these insights with the rest of your team in a common
cloud-based environment.
● Robust Filtering: Immediately see the impact on
your headcount plans from multiple angles. Filter
your personnel dashboard by department, job type,
position, unit, and more.
● Report Builder: Create and export custom reports to
share your workforce budget with internal and external stakeholders and existing systems.
Why does San Pablo need this?
● Scrap the Spreadsheets: Get rid of those massive personnel planning spreadsheets and stop sorting through emails to find the right update. Best of all, eliminate those tedious spreadsheet errors that take hours and hours of precious time to find and fix. ClearGov is cloud-based, so everybody works on the same error-free master file vs. a multiple spreadsheet monster. ● Accurate forecasts: More accurately forecast personnel expenses, including salaries, benefits and other ancillary compensation such as overtime to help you make better, fact-based decisions today.
● Critical insights: Leverage scenario planning to understand the true impact of key labor contract negotiations, plan for vacancies, furloughs and more. ● Save time and effort: Manage new position and reclassification requests more efficiently and incorporate those changes directly into your planning.
● Streamline Budget Reviews: Share your dashboard and key reports with internal and external stakeholders for review, feedback and approval. With all of the relevant information in one place, your budget review meetings will be a snap.
● Synchronized budgeting: ClearGov’s Personnel Budgeting also syncs directly with ClearGov Operational Budgeting to further streamline your overall annual budgeting process.ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 13 of 36
Smart Capital Planning
Capital planning doesn’t have to be complicated and
it definitely doesn’t need to be manual. It’s time to get rid of those hard copy capital request forms and move
your entire capital planning process into the digital
age.
ClearGov Capital Budgeting is the first cloud-based
capital improvement planning (CIP) solution
specifically designed for local governments that
streamlines requests, provides a multi-year scenario
optimization process, and generates website-based
pages automatically for each capital improvement.
Watch a 7 minute micro-demo here
Capital Budgeting Dashboard Unlimited Contributors
Capital Request Manager Project Request Templates
Request Scoring & Ranking Integrated Report Builder
Unlimited Scenario Planning And more…
ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 14 of 36
Capital Requests
The Capital Request function is a dashboard-driven tool that automates and optimizes the process of collecting, organizing, and reporting capital requests across all
departments and automatically populates your capital
plan. Think of it as a modern, digital-first solution to an age-old, paper problem.
● Digitize your requests: Save some trees with a
simple online form that captures and submits
requests electronically.
● Customize your form(s): Easily customize the default templates with a few simple clicks to precisely fit your needs and preferences. Create as many different form types as you need. ● Automate your workflow: Initiate, collect, track, and manage all your requests online, even set triggered reminders for department heads.
● Digital audit trail: Your department heads can easily attach pictures, PDFs, and other supplemental materials to their digital request form. These materials travel with the request, so they’re always just a click away.
● View capital requests at a glance: Report and review requests by department, funding source, fiscal year, and more — all from an intuitive dashboard.
Scenario Planning
All capital request data is automatically integrated into the Scenarios functionality. Powerful but simple tools
enable you to easily and visually identify how your
expected funding matches up against all of the requests.
Scenarios makes it point-and-click easy to examine
multiple scenarios to help you make insightful decisions about which projects you need and can afford to fund.
● Unlimited Scenarios: Easily create, analyze and
compare multiple scenario plans to propose and
optimize your capital budget - both near and
long term.
● Scoring and Ranking: Assign priorities and ratings to each project based on how they directly impact your key strategic initiatives.
● Shift Funding Assumptions: Can’t afford to completely fund a project in one year...no problem.
ClearGov Capital Budgeting enables you to spread funding assumptions across multiple years and explore multi-year what-if scenarios.
ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 15 of 36
Capital Budgeting Dashboard
The Capital Budgeting dashboard centralizes everything
you need to plan and present your budget and provide
deeper insight into capital requests. Use filters to visualize the data from multiple angles while you review capital
costs, funding sources, operational costs, cost savings and project revenue.
● Robust Filtering: Immediately see the impact of
capital requests on your budget from multiple
angles. Filter your dashboard by department,
year, request type and more.
● Auto-generated graphs: View your capital budget data with auto-generated charts that can be downloaded instantly to be used in presentations or shared with stakeholders. ● Analyze Requests: Easily click on a request to drill down into the details to see pictures, attachments and a cost breakdown.
Why does San Pablo need this?
● It’s so much more efficient: The sooner you automate out-dated manual processes, the more efficiently you can govern. Once you streamline the tedious task of organizing your capital requests, you’ll have more time and energy to invest in one of the most critical components of good governance — strategic planning.
● Eliminate the paper chase: Instead of chasing down paper requests and slogging through the data entry process, you can kick off each new request cycle with a click. ● Critical insights: Leverage scenario planning to understand the true impact of key capital projects in both the short term and over time.
● Shine a spotlight on community development: A good chunk of every tax dollar funds important CIPs in your community — things like new construction, improvements to infrastructure, and other key initiatives. Keep residents (and the press) informed about the issues they care about most.
● Synchronized budgeting: ClearGov’s Capital Budgeting syncs directly with ClearGov Operational Budgeting to further streamline your overall annual budgeting process. Capital Budgeting also syncs with and automatically generates a capital request summary with detail pages for each department/request for your ClearGov Digital Budget Book.
ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 16 of 36
Build an Award-Winning Budget Book in a
Fraction of the Time
The annual budget book is your government’s most important, public-facing policy document. You want it to be polished, professionally formatted, and accessible to as many residents and stakeholders as possible. And, ideally, you want it to be easy and efficient to produce on your end.
ClearGov Digital Budget Book is the industry’s first website-based solution that automates most of the budget book creation process using templates and data-driven charts and tables. Meet GFOA award criteria and deliver new levels of clarity, engagement and understanding for your citizens.
Watch a 5 minute micro-demo here
Automated Fund Summaries Capital Improvements Inclusion Department Specific Pages Automatic Data Updates
Collaborate and Customize Automated Workflows
Built-in GFOA Best Practices And more…
ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 17 of 36
Budget Book Builder
The Budget Book Builder module helps you produce an
interactive and engaging budget book in a fraction of the time it takes today. Instead of manually building your book in a clunky document editor, you build it collaboratively using simple web apps that streamline the steps from start to publish.
● Prepopulated and preformatted: Start with a core
framework that includes all of your pre-loaded budget
data with integrated, pre-built charts
● Smarter workflow: Collaborate and work faster to add
your narrative with fewer headaches
● Highly customizable: Add images, choose chart
colors, and select styles to reflect your civic brand.
● Better end product: Produce a polished piece that is ADA-Optimized and built from the ground up to meet GFOA best practices
Auto-generated Charts, Graphs and More
ClearGov automatically generates charts, graphs, and Fund Summary pages using your budget data - giving you a
profound head start in content creation.
● Page creation: Fund Summary pages are pre-built
with easy-to-edit template panels. Simply add
narrative to the panels to tell your story.
● Pre-populated: Fund Summary pages are
pre-populated with revenue, expense, and historical
data so you don’t have to enter it manually.
● Auto-generated graphs: Pages include compelling,
colorful graphs to complement the data and to help visualize the numbers for each section of your budget. All your graphs and data are auto-updated if you change the numbers. ● Auto-translate: Built-in Google Translate functionality will automatically translate your budget book narrative into Spanish, French, Portuguese or more than 100 other languages.
Digital Budget Book Examples
Check just a few of the outstanding Digital Budget Books created using the ClearGov solution:
● El Mirage, AZ Digital Budget Book
● Shawnee, KS Digital Budget Book
● Woodbridge, CT Digital Budget Book
● Yuma County, AZ Digital Budget Book
● Sussex County, DE Digital Budget Book
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Automatic Data Updates
Revenue and expense data are automatically updated
throughout your Digital Budget Book as the numbers
change, eliminating errors and saving time - especially valuable for those inevitable last-minute tweaks.
● Embedded Data: Easily embed budget numbers
into your narrative. Embedded numbers
automatically update whenever your budget
changes. No more searching through 300 pages.
● Smart Charts: All charts and graphs also update automatically, and they’re interactive to help provide a complete picture of your budget.
● Integrated Budget: Syncs directly with ClearGov Operational Budgeting or upload your budget data into an integrated, intuitive budget editor.
Why does San Pablo need this?
● The short-cut you always wanted: One simple click generates a fully formatted framework that’s automatically populated with your financial data, along with pre-built charts, tables and graphs, and even some pre-written content. You simplyfill in the blanks and customize the content as you see fit.
● Improve accuracy: The more spreadsheets you manage and papers you shuffle, the greater the margin of error. ClearGov’s digital-first approach is automated, templated, and paperless so you can stop manually collecting, merging, and managing all that input from dozens of department heads.
● You save time and aggravation:Recreating charts, tables, and graphs from spreadsheets every time a figure changes is not only tedious, it’s inefficient. With ClearGov, every time you change a number in your budget, all of the applicable charts, tables and graphs are updated automatically.
● Print on demand: Printing a budget book is expensive and often out of date before the ink dries. ClearGov enables you and your citizens to print specific sections or the entire budget book whenever you like - which saves both time and money. ● GFOA kudos: ClearGov’s Digital Budget Book is structured to meet GFOA best practice guidelines. In fact, there is a GFOA checklist built right in, so you can check off each Distinguished Budget Award Presentation requirement as you complete it.
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PRODUCT SCOPE
In the interest of transparency, we want to provide guidance around the scope of usage that is included with each ClearGov solution. The tables below do not provide a detailed list of every feature and/or function included in the product. These tables provide a summary of the key things that you can do with each solution once your account has been activated.
ClearGov Operational Budgeting - Product Scope
Once your data has been onboarded, ClearGov Operational Budgeting enables San Pablo team members to execute a variety of tasks, as outlined in the table below. ClearGov products are designed to be easy to use and intuitive, and with the training we provide, you should have all the expertise you need to fully leverage the platform.
Service Description In Scope
Create Forecasts: Auto generate one or more forecasts for each of your funds. Modify forecasts based on what-if scenarios adjust parameters as needed.
Unlimited forecasts
Create Budgets: Create one or more budgets for each of your applicable funds. Invite collaborators, iteratively build the budget and share with reviewers.
Unlimited budgets
Export Budgets to ERP: Export your final budget(s) from
ClearGov in order to import directly into your accounting system / ERP. NOTE: Depending on your ERP, your export file may require formatting prior to import.
Export Format:Excel; .CSV file
ClearGov Personnel Budgeting - Product Scope
Once you have uploaded your position and personnel data, ClearGov Personnel Budgeting enables San Pablo team members to execute a variety of tasks, as outlined in the table below. ClearGov products are designed to be easy to use and intuitive, and with the training we provide, you should have all the expertise you need to fully leverage the platform.
Description In Scope
Personnel Request Forms: Create forms for your contributors to submit personnel requests.
Unlimited personnel request
forms
Personnel Data Import: Import personnel and position data into your personnel plan.
Unlimited positions and
personnel
Personnel Scenario Planning: Input and adjust key rules and assumptions to create and analyze personnel budget scenarios. Unlimited scenario planning ClearGov Capital Budgeting - Product Scope
Once your subscription is activated, ClearGov Capital Budgeting enables San Pablo team members to execute a variety of tasks, as outlined in the table below. ClearGov products are designed to be easy to ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 20 of 36
use and intuitive, and with the training we provide, you should have all the expertise you need to fully leverage the platform.
Description In Scope
Capital Request Forms: Create forms for your contributors to submit capital requests. Unlimited capital request forms Capital Request Imports: Import existing capital requests to your capital plan and/or present in your budget book. Unlimited capital requests Capital Scenario Planning: Input and adjust capital funding assumptions to create and analyze capital budget scenarios. Unlimited scenario planning ClearGov Digital Budget Book - Product Scope
Once your data has been onboarded, ClearGov Digital Budget Book enables San Pablo team members to execute a variety of tasks, as outlined in the table below. The ClearGov training programs and your CSM will provide advice and suggest best practices to help you optimize your own Digital Budget Book.
Description In Scope
Digital Budget Books: Create comprehensive digital budget books based on onboarded budget data and the narrative
added by you.
Unlimited Digital Budget Book
versions
Digital Budget Book Pages: Fill out templated sections of your budget book using ClearGov’s toolset and GFOA guidelines embedded in the product, and/or create new pages with your own content, images, tables, etc. as needed.
Unlimited pages
Printed Budget Books: ClearGov’s Digital Budget Book solution includes print to .PDF functionality. It automatically creates .PDF documents of the full budget book or selected sections.
Unlimited
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INVESTMENT
Our pricing model matches our products - simple, straightforward and built for local governments.
Setup Fee:
● A one-time investment that covers setup, activation, data onboarding and initial training — everything you need to get launched.
Solution Subscription:
● A flat annual investment covers unlimited access and usage of your ClearGov solution and includes unlimited support from your dedicated Client Success Manager.
That’s it. We don’t charge extra for seat licenses or updates or ongoing support or professional services or anything else, so there are absolutely no hidden fees. See the table below for a complete breakdown of what’s included.
Setup Service Fees (One time investment)
Setup Fee: Includes - Full activation and setup; Data
onboarding; Client training $7,020
Setup Discount: If signed by October 13, 2023 ($7,020)
Total Setup Service Fees $0 - WAIVED
Annual Subscription Service Fees (Annual investment)
ClearGov Operational Budgeting $13,300
ClearGov Personnel Budgeting $12,100
ClearGov Capital Budgeting $9,800
ClearGov Digital Budget Book $8,100
Bundle Discount ($15,155)
Total Annual Subscription Service Fees $28,145
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IMPLEMENTATION PLAN
Overview
The ClearGov onboarding process is designed to activate and set up your ClearGov solution. We have designed the process to be as straightforward as possible. Yes - there are some things you’ll have to do, but the effort is likely to be much less than other robust software implementations you have experienced in the past. With your specific goals and budget timeline in mind, your Implementation Manager will develop a plan and guide you through what needs to be done to get you and your team up and running. The Implementation Manager will work with you and ClearGov’s internal experts to achieve onboarding milestones.
It is important to note that the onboarding process will have a big impact on your long-term success with ClearGov and as such, it is a partnership with both shared and individual responsibilities. Rest assured that your Implementation Manager will keep you informed about progress and next steps along the way. Our job is to help you maximize the benefits you receive by using the ClearGov platform.
Roles & Responsibilities
Effectively and efficiently completing the onboarding process requires a small group of people - from both ClearGov and San Pablo - with specific roles and responsibilities, as follows. NOTE: For some customers, one person may play multiple roles.
San Pablo Team
● Executive Sponsor: Champions the implementation and rollout of ClearGov inside San Pablo.
Removes roadblocks and acts as the escalation point if the onboarding process stalls. ● Primary Contact: Go-to person at San Pablo who is the main liaison with ClearGov’s Implementation Manager. Responsible for scheduling meetings and ensuring the right people from the organization attend.
● Data Exporter: The person responsible for exporting financial data from your ERP / Accounting System and providing Account ID structure information.
● Data Reviewer: The person responsible for reviewing and approving data maps and how your data displays within the ClearGov platform.
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ClearGov Team
● Implementation Manager (IM): Overall Project Manager for onboarding. Responsible for driving meetings as required and guiding you through the onboarding process. Ensures alignment with what needs to be done and who needs to do it. ● Data Onboarding Consultant (DOC): ClearGov’s DOC team is made up of former local government finance officials , so they have been in your shoes. Your DOC is responsible for uploading and categorizing your financial data. They will work closely with the Data Reviewer to complete data mapping.
● Training & Enablement Specialist: A ClearGov team member who is deeply familiar with ClearGov products and has developed on-demand educational material available in ClearGov’s Support Center. This person will lead training workshops as necessary for users. ● Client Success Manager (CSM): Once your onboarding process is complete, you will be introduced to your Client Success Manager, who is responsible for making sure you achieve your objectives and have ongoing success using the ClearGov platform. ● ClearGov Support Team ( [email protected] ): Everyone on this team understands how ClearGov products work and can answer questions to help you complete a task. The ClearGov Support team is available for technical assistance for all ClearGov customers. ● ClearGov Data Team ( [email protected] ): The ClearGov Data Team is responsible for adding new or updating existing data after the initial onboarding is complete. NOTE: Most members of our Data Team are former financial officials as well.
Data Onboarding Timeline
We have successfully onboarded hundreds of local governments, so we know that different organizations have different objectives and deadlines. Some of our customers want/need to implement as quickly as possible and make ClearGov their #1 priority. Other customers take a more relaxed approach and fit us in among other projects. As a result, the onboarding process typically stretches across 60 - 90 days, which allows enough time for us to collaborate and complete the important tasks mentioned in the next section.
Typical Onboarding Timeline
IMPORTANT - Meeting Your Deadline: We are happy to work at whatever pace fits your needs, and we recognize that in certain circumstances, you may require an expedited onboarding process. If you have a specific deadline in mind, please inform your Account Executive or Implementation Manager as soon as possible. We will do our best to meet your deadline (we don’t miss many of them), and we’ll let you know exactly what we need from you - and when - in order to hit your objective.
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Data Onboarding Phases & Tasks
The onboarding process has six phases, as outlined below. Some of these phases overlap and can occur concurrently to reduce the duration of onboarding. Furthermore, once your product subscriptions are activated you are able to use the product(s) immediately to complete various setup & customization tasks while the financial data you provided to ClearGov is being uploaded and mapped.
Phase 1: Discover
The Discover phase is the initial period when you and ClearGov develop a shared understanding of your goals, specific data requirements & structure, budget cycle timeline, and onboarding plan. Depending upon schedules and availability, the Discover phase - in conjunction with the Prepare phase - usually lasts 2 to 4 weeks, starting when you sign the ClearGov service order and your Account Executive connects you with your Implementation Manager. The Implementation Manager is the person who is responsible for overseeing the onboarding process and ensuring both you and the ClearGov team are on track to meet key milestones.
The key objectives during the Discover phase include:
● Share Goals: During the Kickoff call, your Implementation Manager will review and verify the goals you discussed with the Account Executive during the sales process. ● Confirm Key Milestones & Dates: This information will be used as input to the onboarding project plan and to ensure that everyone has common expectations. ● Define Launch Requirements: The Implementation Manager will guide you through exactly what needs to be completed prior to launching ClearGov applications with your organization.
Task Responsibility Notes
Product subscription
activation
ClearGov ClearGov will activate your subscription in accordance with the Service Start Date listed in your Service Order. ClearGov will create your initial Client Admin user, who can then access the platform and add additional (unlimited) users as necessary.
Kickoff & Data
Discovery calls
ClearGov &
Client
The Implementation Manager will schedule two separate
30 - 60 minute Zoom sessions with your team.
The first call is to discuss key objectives and the timeline for onboarding. The Client's Primary Contact should attend
this meeting and anyone else who would like to be
involved.
The second is with a ClearGov Data Onboarding consultant to understand your financial data and collect information for categorizing that data. The Client’s Primary Contact, Data Exporter, and Data Reviewer should attend this
meeting.
Complete
Implementation
Worksheet
ClearGov &
Client
The Implementation Manager will share a worksheet with a few questions to help us better understand your specific needs and timeline.
Assemble teams and
resources
ClearGov &
Client
Identify and assemble the necessary individuals - on both teams - to participate in onboarding.
Create a detailed
project plan with
timeline
ClearGov The Implementation Manager will develop the timeline and project plans and will review these with the Primary
Contact.
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The Prepare phase focuses mainly on helping ClearGov understand how you categorize your financial data and what changes may be necessary in order to display data the way you prefer within the ClearGov platform. During the Prepare phase, we will ask you to export financial data from your ERP or accounting system and provide information on your account code structure.
Task Responsibility Notes
Data Onboarding
learning path
Client We will share material to help you understand the ClearGov data onboarding requirements, as well as how certain
choices will affect how your data is displayed within our products.
Scope data
implementation
ClearGov We will ask you to verify how many years of historical data you wish to include in the platform along with which
budget and actual versions you want to onboard.
Export Financial
Data
Client We will ask you to export financial data from your ERP / accounting system, and we will provide data format
requirements.
Provide mapping
information
Client We will ask you to provide guidance about how to categorize line items based on the structure of your
Account IDs, i.e. help us understand your Account ID
segment codes.
Review and clarify
data
ClearGov ClearGov will review the data files and information you provide and will let you know if we have clarifying
questions.
Phase 3: Map & Review
Formatting, uploading, and mapping your financial (i.e. general ledger revenue and expense) data is the most important step of the onboarding process because that data is what enables the full use of our budgeting applications. A ClearGov Data Onboarding Consultant will complete this work while relying on you to provide a complete set of data files and your input along the way. We will need you to attend a few calls, carefully review the mapping and provide timely feedback. It is our goal to make sure your financial data is presented through the ClearGov applications in the way you want.
Task Responsibility Notes
Upload and map
financial data
ClearGov We will format and upload your financial (revenue and expense) data and map each line item into categories such as fund, department, revenue source, and objects
Review initial
mapping
ClearGov &
Client
We will review your initial mapping with you in a Mapping Review call and develop a strategy for you to provide
feedback.
Provide feedback
and iterate initial
mapping
ClearGov &
Client
If necessary, we will create a mapping feedback form for you to fill out and return to us. We will make mapping
revisions based on your feedback.
Review mapping
in-product
ClearGov &
Client
We will review how data flows into key product areas and how you can change how your data looks using product
settings. If no initial mapping revisions are required, this process can happen in the initial Mapping Review call.
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settings
ClearGov &
Client
During the in-product review, we will discuss how specific product settings can impact the presentation of your data, e.g. Digital Budget Book best practices for creating
department pages with a consistent look.
Phase 4: Train & Configure
Administrators can begin learning how to use ClearGov as well as configure non-financial application settings while data is being mapped. We have developed comprehensive courses that will provide you with step-by-step instructions on how to configure ClearGov. Your Implementation Manager will recommend a custom learning path based on the products you have purchased. The specific tasks required in this phase are outlined in the table below.
Task Responsibility Notes
Administrators &
editors begin their
learning path and
explore help
resources
ClearGov &
Client
Your Implementation Manager will recommend and enroll
you in ClearGov Academy courses to help you meet your
goals. Courses are broken down into a variety of
product-specific educational elements (e.g. videos, articles, quizzes) for easy consumption. Login to ClearGov Academy and begin your learning path, and log in to ClearGov and explore our Support Center resources.
Admin & Editor
Workshops
ClearGov &
Client
Schedule and complete product workshops, as required.
(See note below for additional details.) This is
instructor-based training, so please come prepared with specific workflow questions.
Configure
non-financial
application settings
Client Complete configurations in selected applications. Some examples:
● Select the pages you would like to include in your
Transparency Center
● Customize Capital Budgeting Forms
● Create Wage Schedules in Personnel Budgeting,
etc.
Your Implementation Manager will provide a
comprehensive list of configuration tasks you can complete while your financial data is being onboarded.
Import
non-financial data
Client Import non-financial data such as existing employee information for Personnel Budgeting and capital requests for Capital Budgeting.
Add users to the
system
Client In the User Management application, add all potential users to the system. Adding all users here makes it easy to select the appropriate people when it comes time to
request budget input and review.
ClearGov Workshops Overview
ClearGov’s products are designed to be easy to use and our learning resources are robust. As a result, you may not need a Workshop for all products. If you want one, here are our guidelines:
● ClearGov will provide a 30-minute Workshop for each product in your subscription. ● ClearGov Workshops may be attended by both Administrators and Editors. ● ClearGov Workshops are designed to answer your specific questions about how to use ClearGov’s solutions to meet your specific needs. Therefore, it is highly recommended that you complete the ClearGov Academy courses prior to attending a ClearGov Workshop. ● All Workshops are recorded for your ongoing reference and team access.
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ClearGov products are built to foster collaboration during the budget development process. So, we want to make sure your entire team knows how to get the most from our platform.
Task Responsibility Notes
Introduce ClearGov
to colleagues
ClearGov &
Client
Your Implementation Manager will work with you to
customize materials (email messaging and supporting
materials) to send to key stakeholders in your organization.
Department Heads
complete learning
paths
Client Your Implementation Manager will recommend ClearGov Academy courses for your Department Heads and other
users of ClearGov based on the products included in your subscription. Your Implementation Manager will also
recommend other resources available through our learning center to ensure your Department Heads are set up for
success with ClearGov.
Department Head
Workshop
ClearGov &
Client
Schedule and complete product workshops, as required.
(See note above for additional details.) This is
instructor-based training, so please come prepared with specific workflow questions.
Phase 6: Wrap Up
With your onboarding process complete, the San Pablo team will be well-prepared to build and communicate your budget. At this point, your Implementation Manager will introduce you to the ClearGov Team who will support you, including your Client Success Manager.
Task Responsibility Notes
Client Success
Manager assigned
ClearGov ClearGov will assign a dedicated Client Success Manager (CSM). Your CSM will become your primary point of contact to provide coaching, share best practices, and ensure
continued success with your ClearGov platform.
Post-Onboarding
Review call
ClearGov &
Client
Your Implementation Manager will coordinate a call with your new CSM and your Primary Contact to do a final
review of any outstanding onboarding tasks as well as to gather your feedback to highlight if any part of the process could have been executed better.
Communicate
Support & Data
Request process
ClearGov Your Implementation Manager will provide instructions on how to contact our Support Team if you have questions or run into a technical issue.
Your Implementation Manager will also provide
instructions on how to submit data uploads or
modification requests to the Data Team.
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TRAINING & SUPPORT
ClearGov solutions are designed to be intuitive and easy-to-use. With that said, ClearGov’s training materials and support channels are designed to ensure that you and your team can successfully launch, adopt and optimize the value you receive from the ClearGov platform. We will share how to accomplish tasks, key insights and best practices.
Training
For starters, we have developed comprehensive courses that provide you with step-by-step instructions on how to configure and use ClearGov. Your Implementation Manager will recommend and enroll you and your team in ClearGov Academy courses to help meet your goals. Courses are broken down into a variety of product-specific educational elements (e.g. videos, articles, quizzes) for easy consumption.
If needed, instructor-based training is available in workshop format. ClearGov Workshops are designed to answer your specific questions about how to use ClearGov’s solutions to meet your specific needs.
Therefore, it is highly recommended that you complete the ClearGov Academy courses prior to attending a ClearGov Workshop. ClearGov will provide a remotely-delivered, 30-minute Workshop for each product in your subscription. ClearGov Workshops may be attended by both Administrators/Editors and Department Heads/Contributors. All Workshops are recorded for future reference and to train new hires.
Support Center
All ClearGov users have access to a frequently updated online Support Centerfilled with hundreds of how-to articles, video tutorials and information sheets. The ClearGov Support Center is easy to navigate and has a robust search engine to quickly find help on a specific topic.
Client Success Manager
When the onboarding process is complete, the Implementation Manager will introduce you to your Client Success Manager. Your Client Success Manager is available by phone and email and will work with you to get the most out of ClearGov’s platform. CSMs are generally available 9:00AM to 5:00PM, Monday through Friday (excluding holidays). Your CSM will inform you of their specific availability. Our CSMs are committed to responding to all inquiries within one business day, and in most cases, you will receive a same-day response.
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ClearGov Support & Data Team
For questions on how to use ClearGov or to report a technical issue, you will be able to reach a Support Specialist via [email protected] during business hours (Monday through Friday, 8:00AM to 8:00PM Eastern). Our Support Team is committed to responding to all inquiries within one business day, and in most cases, you will receive a same-day response.
For data updates, we ask that you send data files along with detailed instructions on what you’d like us to update to [email protected] . Our standard lead time to complete an update is five business days.
However, if you need an update completed sooner to meet a deadline, just let us know. Straightforward uploads or changes often are completed within one or two business days.
Product Enhancement Requests
We absolutely love hearing from Clients - especially when they have ideas that would make our products better. In fact, we meet weekly to go over all the feedback we’ve received to provide key input to our product roadmap. Many of the applications and features in ClearGov’s solution are a direct result of client feedback. When you have a request for a product enhancement, please submit your idea(s) to [email protected] or inform your CSM and they will bring it up at our weekly meeting. We prioritize product enhancements primarily based on the number of clients who are requesting similar functionality, so we can’t guarantee that your ideas will go to the top of the list, but we promise that we’ll always listen, and we work hard to make 100% of our customers happy.
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TECHNICAL & SECURITY OVERVIEW
ClearGov Hosting Platform
The ClearGov platform is hosted by Amazon Web Services (AWS), the world leader in cloud computing as a service. Used by the Departments of Justice, Defense, and Homeland Security, AWS is one of only three vendors that have been granted government authorization to store highly sensitive federal data on its cloud-computing servers.
AWS handles systems, network architecture, and security, enabling ClearGov to focus on what it does best — developing world-class solutions for local governments. With ISO 27001 and FISMA-certified data centers, AWS has made platform security its highest priority in order to protect customers’ critical information and applications.
Another key advantage of hosting on the AWS cloud is that it allows ClearGov to easily scale and innovate, while maintaining all security protections across the entire infrastructure.
How secure is ClearGov?
Hosting with AWS ensures that ClearGov maintains the highest security standards in the world:
● Web application firewalls control access to the underlying code ● AWS has built technologies to protect against distributed denial of service (DDoS) attacks to ensure network availability and application uptime.
● AWS’s SQL Server RDS uses server-side encryption to protect sensitive data.
In addition to AWS’s secure hosting environment, ClearGov has implemented a number of extra software security features:
● Secure Socket Layer (SSL): SSL establishes an encrypted link between AWS servers and the web browser to ensure that all data transfers remain private and integral. ● SQL Injection Protection: ClearGov has built protection against SQL injection attacks where hackers attempt to insert nefarious server requests into web forms. ● Access Rights: ClearGov has implemented strict permission settings based on roles, which limit access to specific data and application functions. This ensures that internal users are restricted from accessing sensitive data based on privileges assigned by your administrator. ● Password Authentication: ClearGov does not store passwords explicitly, but rather “hashes” (encrypts) them so they are not compromised.
● Logging and Monitoring: ClearGov employs monitoring features that quickly identify vulnerabilities and provide immediate alerts if action is required.
Where are ClearGov data centers located?
AWS replicates the ClearGov application and data across multiple data centers to ensure redundancy and availability. With this in mind, ClearGov is hosted at the AWS data centers in North Virginia, Ohio, Northern California, and Oregon.
What sort of disaster recovery plan is in place?
One of the reasons we selected AWS is because they provide state of the art disaster recovery. ClearGov databases are duplicated in real-time across multiple AWS servers, and the entire ClearGov platform is backed up on a daily basis across the AWS network. So, even in the event of a catastrophic system failure, 24 hours of data loss would be the maximum impact.
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Is the ClearGov platform designed to scale to meet demand bursts? Yes. One of the key factors behind selecting AWS as our hosting provider is their ability to scale rapidly.
AWS has automated solutions in place that automatically scale ClearGov’s platform for normal peaks and valleys in demand, and can be rapidly (and remotely) scaled to meet sustained demand increases.
Does ClearGov leverage AWS Virtual Private Cloud features? Yes. ClearGov utilizes the AWS Virtual Private Cloud functionality, so that our platform is hosted on a logically isolated section of the AWS Cloud and not commingled with any third party applications.
How do I learn more about ClearGov’s hosting solution?
You can learn more about AWS data centers and security measures via the following link:
● https://aws.amazon.com/security/?hp=tile
Security FAQs
How is client data stored within the ClearGov platform? All client data is stored in a single data repository with proper authentication and access control built into the system to ensure that users may only access the data applicable to their organization.
Is the ClearGov platform SOC 2 compliant?
Our hosting provider, AWS, is fully compliant with SOC 2 requirements, and ClearGov can provide a copy of the most recent AWS SOC 2 compliance/audit report upon request.
How often is the ClearGov platform reviewed for adherence to security standards?
ClearGov performs quarterly security reviews to ensure that processes are being followed and standards are being met.
How frequently is the ClearGov platform monitored?
The ClearGov platform is monitored continuously - 24 x 7 - for performance, security and auditing.
Service Level FAQs
What level of service availability does ClearGov support? All ClearGov solutions are available on a 24/7 basis, and ClearGov is committed to 99.99% uptime. Given that we are a cloud-based solution product patches and upgrades are completed in real-time, without impact to system performance. On occasion, as necessary, larger upgrades that may require planned system downtime are announced in advance and completed over the weekend and/or after working hours.
What is your standard practice for security patch management? ClearGov conducts ongoing audits of third party packages for vulnerabilities. Patches for critical vulnerabilities are released as soon as possible, otherwise patches are released as part of regular bi-weekly software releases.
How often does ClearGov schedule planned outages for system upgrades? The ClearGov platform and applications are architected so that the system does not require downtime during regular maintenance, product upgrades or emergency patches. On occasion, as necessary, larger upgrades that may require planned system downtime are announced in advance and completed over the weekend and/or after working hours.
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General Questions
Q: Do we need to dedicate resources for ClearGov implementation? ● A: Ideally, we would like to have one point person on your end with whom we can coordinate logistics. We generally require no more than a few hours of that person’s time for the entire setup/onboarding process. Typically, that same person is responsible for delivering regular data updates (usually quarterly) , which requires only a few minutes of their time once per quarter. (See Project Management section for more details.)
Q: Does ClearGov provide training?
● A: The ClearGov platform is designed to be simple and intuitive. With that said, ClearGov will provide whatever training you and your team need during the kick-off process. And, the ClearGov team is available for unlimited support and/or training on an ongoing basis. ClearGov also provides video tutorials, online help, and other support materials as well. (See Training and Support section for more details.)
Q: How much effort is required to import our data?
● A: In short, not much. All ClearGov Solutions are designed to be turnkey and ClearGov does all of the heavy lifting for you. See Onboarding section above for more details.
Q: Can ClearGov help us communicate our finances internally? ● A: Absolutely. ClearGov is a powerful tool for not only communicating with residents, but also internal stakeholders. ClearGov can act as a central reporting platform that offers clear and easy-to-understand infographics that can be used for presentations and reports both internally and externally.
Q: How will ClearGov store our data? Is it secure?
● A: ClearGov utilizes a full suite of solutions from Amazon Web Services (AWS) to host and deliver the data for the ClearGov platform. We specifically selected AWS as our solutions provider because the AWS infrastructure puts strong safeguards in place to help secure and protect customer data. All data is stored in highly secure AWS data centers, and you can learn more about AWS security measures via the following link: https://aws.amazon.com/security/?hp=tile.
See Security Overview section above for more details.
Q. Are there any accounting systems that are not compatible with ClearGov? ● A: The short answer is "No" — we work with everybody. We're not actually doing a direct integration with your accounting system; we just need a simple report, and every accounting system we've ever met can easily produce that report. We've worked with enough of them now that we can probably tell you which report to print, and if it's a new one, we'll help you figure out which report is right.
Q: Does ClearGov provide a real-time integration with any eFinance or ERP systems?
● A: The short answer is…No...and this is by design. ClearGov takes a different approach when it comes to integrating your data onto our platform. In short...we do the work for you. You simply send us a report from your accounting system whenever you like, and we’ll upload it - and there is never any additional charge for this.
ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 33 of 36
● The reason we take this approach is that system integrations sound like a good idea on paper, but in reality...they are painful, expensive and extremely difficult to maintain. The key problem is that every time the software changes on either end of the integration, the connection breaks and requires significant effort to re-integrate. In fact, that’s how our competitors make a lot of their money, because they charge professional service fees every time you ask them to re-establish the integration. Bottom line, the extra costs of supporting and maintaining a real-time integrated solution far outweigh the minimal incremental benefits of real-time data transfer.
Q: Does the ClearGov platform support single sign-on functionality? ● A: Yes. ClearGov supports single sign-on functionality using Microsoft Azure Active Directory. We are happy to support other single sign-on platforms/APIs as well. Please just let us know what you need.
Operational Budgeting Questions
Q: With ClearGov's benchmarking intelligence module, how do we know we are comparing “apples to apples”?
● A: ClearGov consolidates and normalizes the fiscal data for all of the municipalities within your state into a standardized national chart of accounts in order to enable a direct apples-to-apples comparison. ClearGov also enables you to select the filter criteria that are most important to the comparison you're trying to make. For example, if you're comparing snow removal costs, you want towns with similar road miles, whereas if you're comparing public safety costs, you'll likely use population and average household income as your filters.
Q: Can I export from ClearGov Operational Budgeting into my ERP system? ● A: Yes, once you’ve created your budget, you can choose any combination of data to export to Excel and then import this directly into your ERP system.
Capital Budgeting Questions
Q: Are requests from the prior year carried over when you create a new budget? ● A: Yes, previously submitted requests (multi-year, partially funded or unfunded) from the prior year will be carried over to the new capital planning process. Any prior year requests that you do not want to include can be removed from the plan after you’ve started.
Q: Can we import prior year’s requests?
● A: Yes, it is easy to import prior year's requests. Within ClearGov Capital Budgeting, you can download a template based on your request type. You simply add your requests to the template and upload them to ClearGov. Our Import tool has an easy 3-step guide to walk you through the process.
Q: Can we export the final Capital Budget that we create? ● A: Yes, you can export your Capital Budget to Excel or PDF. ClearGov’s Capital Budgeting Report Builder serves up a handful of pre-built, common reports to streamline your reporting process, or you can create your own reports to export. Exported data can be uploaded to your ERP or accounting system.
Personnel Budgeting Questions
Q: We have a lot of employees, can we upload their data in bulk? ● A: Yes, it is easy to bulk import employees into our system. ClearGov generates a template that you can download and use to set up a simple bulk import of employees and information.
ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 34 of 36 Q: Can we export the final Personnel Budget that we create? ● A: Yes, once you’ve created your budget, you can choose any combination of data to export to Excel and then import this directly into your ERP/Accounting system.
Digital Budget Book Questions
Q: Since the product is template-driven, won’t every ClearGov Digital Budget Book look the same?
● A: No. While every ClearGov Digital Budget Book starts with the same core template, it’s highly and easily customizable, so the final product will always be different. You can add your own images, chart colors, and endless content to make it your own.
Q: Can you guarantee that we will win a GFOA award?
● A: As we have designed and built the ClearGov Digital Budget Book, we have double-checked the GFOA guidelines every step of the way. We have also actively reviewed the solution with GFOA reviewers and members of the GFOA staff. With that said, we cannot guarantee that you will win an award, in part, because the narrative content is still up to you. In other words, all of the core components are included, but you still need to fill in the blanks in a way that meets with GFOA approval.
Q: I understand the benefits of digital, but I still need to produce a printed version. How will that work?
● A: You’re not alone. Old habits die hard and paper is still a must-have for many local governments. In addition to presenting your budget book online, the ClearGov Digital Budget Book Suite includes functionality that enables users to create a .PDF, which can then be printed to generate a hard-copy of your budget book. Also, the Print-to-PDF functionality enables you to print specific sections of your budget book and/or the entire book.
ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 35 of 36 “ I’ve enjoyed working with ClearGov. I really am
impressed with how the products have been built.
It’s amazing that they know very well what we
need. Not many do. ”
Will Fuentes, CPFO, MBA
Finance Director
Campbell, CA
ClearGov, Inc. | 855-553-2715 | www.cleargov.com Page 36 of 36
Updated: 6/23 Page 16
Exhibit B
ClearGov BCM Service Agreement with Specific Terms Incorporated by Reference
In order to avoid ambiguity as to which terms of the ClearGov BCM Service Agreement that is part of this Exhibit apply, the Parties agree as follows:
The following sections of the ClearGov BCM Agreement attached as part of this Exhibit shall be incorporated by reference into this Agreement:
Section 1, Definitions, all subsections
Section 2, Service Usage & Licenses, all subsections
Section 3, Term and Termination, subsections 3.3(a) and 3.3(b) only Section 5, Intellectual Property, all subsections
Section 6, Representations, Warranties, Indemnification and Liability, subsections 6.1, 6.2 and
6.5 only
Section 7, Confidentiality, all subsections
Section 8, Miscellaneous, subsections 8.4 and 8.6 only
All other sections of the ClearGov BCM Agreement are not applicable to the Agreement and have no force or effect on the parties. .
ClearGov BCM Service Agreement is attached, with incorporated sections set forth above highlighted.
ClearGov BCM Service Agreement
ClearGov, Inc. Service Agreement ver. 02.02.23 Page 1 of 4 This ClearGov BCM Service Agreement (the “BCM Agreement”) is made and entered into by and between ClearGov, Inc. (“ClearGov”), a Delaware corporation with its principal offices at 2 Mill & Main; Suite 630, Maynard, MA 01754 and Customer (as defined in the applicable ClearGov Service Order) (each a “Party” and collectively the “Parties”). This BCM Agreement governs the terms and conditions under which Customer may utilize the ClearGov Service as set forth herein and as specified in one or more applicable ClearGov Service Order(s) executed by Customer in connection herewith and incorporated herein (the “ClearGov Service Order(s)”). In event of any conflict between the terms set forth in this Agreement and any terms or conditions of any applicable ClearGov Service Order, the terms of the applicable ClearGov Service Order shall prevail.
WHEREAS ClearGov owns and operates the ClearGov Service, a Web- based SaaS solution that includes a variety of ClearGov App(s) and provides various features and functionality via such ClearGov App(s); and
WHEREAS Customer wishes to utilize the ClearGov Service in order to convey fiscal budget, key metrics and other information to the public as well as to leverage the functionality of such ClearGov App(s);
NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ClearGov and Customer hereby agree as follows:
1) Definitions. Capitalized terms used in this Agreement, and not otherwise defined herein, shall have the following meanings:
1.1) "Account" means an access point for the ClearGov Service that requires registration by the Customer.
1.2) “ClearGov API” means an application programming
interface that provides access to specified content and functionality within certain ClearGov Apps.
1.3) “ClearGov Apps” means collectively all of the Web
applications hosted by ClearGov and available via the
ClearGov Service, including but not limited to the applications listed in any applicable ClearGov Service Order. All features, functionality, reports, etc. for each ClearGov App are included as material elements of the applicable ClearGov App.
ClearGov may modify, combine, add or delete ClearGov Apps from the ClearGov Service from time to time at its sole discretion, provided that in the event that ClearGov
terminates or deletes any ClearGov App to which Customer is actively subscribing, ClearGov shall provide a pro-rata refund for the applicable portion of the Subscription Service Fee for the remainder of the then current Service Period.
1.4) “ClearGov Data” means any aggregated and normalized key metrics and benchmarking data collected by ClearGov for the delivery of the ClearGov Service.
1.5) “ClearGov Service” means the complete set of ClearGov software and related materials including but not limited to the ClearGov Apps, ClearGov Data, ClearGov Web Site, the
Documentation and the Software.
1.6) “ClearGov Web Site” means the Web site owned and
operated by ClearGov and made available at the following URL: http://www.ClearGov.com and/or any successor site(s).
1.7) “Customer PDF” means one or more PDF files of Customer’s digital documents created by Customer using the ClearGov Apps.
1.8) “Customer Data” means any data provided to ClearGov by or on behalf of Customer or any data entered or uploaded into the ClearGov Service by or on behalf of Customer,
including Sensitive Data entered or provided by Customer.
Customer Data specifically excludes ClearGov Data as well as any anonymized, customized, modified or derivative works related to the Customer Data.
1.9) “Customer State” means the state, commonwealth or
territory in which the Customer is located.
1.10) “Customer Web Site” means any Web site owned and
operated by Customer.
1.11) "Documentation" means any accompanying proprietary documentation made available to Customer by ClearGov for use with the ClearGov Service, including any documentation available online or otherwise.
1.12) “Sensitive Data: means any Customer Data that may reasonably be deemed sensitive and/or private in nature, including but not limited to personal wage garnishments, individual healthcare-related expenses, data protected by HIPAA, etc.
1.13) "Software" means the source code and/or other code which are material elements of the ClearGov Apps and ClearGov Service.
2) Service Usage & Licenses.
2.1) Account Password and Security. Customer shall protect its passwords and take full responsibility for Customer's own, as well as any third-party, use of the Customer Account(s).
Customer is solely responsible for any and all activities that occur under such Customer Account(s), except for any
activities performed by ClearGov as set forth herein. Customer agrees to notify ClearGov immediately upon learning of any unauthorized use of a Customer Account or any other breach of security. From time to time, ClearGov's support staff may log in to the Customer Account in order to maintain or
improve service, including providing Customer assistance with technical or billing issues. Customer hereby acknowledges and consents to such access.
2.2) ClearGov License. Subject to the terms and conditions of this Agreement and as specifically set forth in the applicable ClearGov Service Order(s), ClearGov grants Customer a
limited, revocable, non-exclusive, non-transferable, non- distributable, worldwide license to utilize the ClearGov Service for the following functionality:
a) Content Delivery. Customer may integrate, link and
publish applicable public-facing content from the
applicable ClearGov Apps within one or more Customer
Web Site(s);
b) Application Access. Customer may access the ClearGov Apps via Customer’s Account to utilize the functionality provided within such ClearGov Apps; and
c) API Access. Customer may access the ClearGov API to
distribute and display public-facing content from the
ClearGov Apps within one or more Customer Web Site(s).
3) Term and Termination.
3.1) Term. The duration of this Agreement shall be defined in accordance with the Term set forth in all applicable Service Order(s). The Term shall commence upon the Start Date set forth in the first ClearGov Service Order executed between the Parties and shall continue in full force and effect until the termination or expiration of all applicable ClearGov Service Order(s) (the “Term”).
3.2) Termination. This Agreement and/or any applicable ClearGov Service Order may be terminated prior to the expiration of the term as follows:
a) Either Party may terminate this Agreement if the other Party fails to cure a material breach of the Agreement
within fifteen (15) days after receipt of written notice
ClearGov, Inc. Service Agreement ver. 02.02.23 Page 2 of 4 thereof.
b) Either Party may terminate this Agreement if the other Party is involved in insolvency proceedings, receivership, bankruptcy, or assignment for the benefit of creditors.
3.3) Obligations. Upon expiration or termination of this Agreement:
a) Each Party shall promptly return to the other all of the Confidential Information of the other Party in its
possession or control;
b) Customer shall cease use of the ClearGov Service and shall remove all links from the Customer Web Site(s) to any content provided by the ClearGov Apps, provided that Customer may continue to provide access to any
Customer PDF(s). Customer shall be solely responsible for hosting and delivering such Customer PDF(s) as well as
any ongoing costs for doing so; and
c) Any outstanding fees shall become immediately due and payable, and termination of this Agreement shall not
relieve Customer from its obligation to pay to ClearGov any such fees.
3.4) Survival. Sections 3.3, 3.4 and 4 through 8 inclusive shall survive any termination or expiration of this Agreement. 4) Fees and Billing.
4.1) Fees. Customer shall pay the Fees in accordance with the terms set forth in the applicable ClearGov Service Order.
4.2) Interest and Collections. Customer will be charged $50 for payments by checks that are returned due to insufficient funds. Any late payments will accrue interest equal to one and one-half percent (1.5%) per month, or the maximum
amount allowable under law, whichever is less, compounded monthly. ClearGov shall be entitled to recover all reasonable costs of collection (including agency fees, attorneys’ fees, in- house counsel costs, expenses and costs) incurred in
attempting to collect payment from Customer.
4.3) Taxes. Customer is solely responsible for all applicable sales, use and other taxes and similar charges based on or arising from this Agreement or any ClearGov Service Order. In the event that Customer is exempt from sales tax, Customer will provide ClearGov with a tax-exempt certificate upon request. 5) Intellectual Property.
5.1) General. Both Parties may only use the other Party’s intellectual property as expressly set forth herein. Nothing in this Agreement shall be construed in any manner to affect or modify either Party’s ownership rights in any preexisting or future works, trademarks, copyrights or technologies
developed or created by either Party, including without limitation, their respective proprietary software used in connection with the development and provision of their
respective Web sites, databases, systems, products and/or services. Unless specifically agreed by the Parties in writing, all intellectual property, including without limitation information that could become the subject of a patent,
copyright or trade secret, developed by a Party in the context of performing its obligations under this Agreement shall be exclusively owned by that Party and the other Party shall cooperate with any reasonable requests to execute
documents confirming such ownership.
5.2) Data Ownership and License.
a) Customer represents and warrants that it has obtained all data subjects’ consent or otherwise has the full legal right necessary to provide the Customer Data to ClearGov for
ClearGov’s use as contemplated by this Agreement.
Customer acknowledges that ClearGov shall have no legal liability for its use and/or the display of the Customer Data as contemplated by this Agreement.
b) Customer represents and warrants that Customer shall not provide or enter Sensitive Data to be displayed in any publicly available element of the ClearGov Service. To the extent that Customer enters or uploads any Sensitive Data into the ClearGov Service, Customer shall assume full
responsibility for the disclosure of such Sensitive Data.
ClearGov is under no obligation to review and/or verify whether or not Customer Data includes Sensitive Data.
c) Customer Data shall remain the property of Customer, and Customer hereby grants ClearGov a limited,
perpetual, irrevocable and royalty-free right to use, copy, modify, and display the Customer Data within any
ClearGov App(s) and for the purpose of providing the
ClearGov Service.
5.3) Proprietary Rights Notice. The ClearGov Service and all intellectual property rights in the ClearGov Service are, and shall remain, the property of ClearGov. All rights in and to the ClearGov Service not expressly granted to Customer in this Agreement are hereby expressly reserved and retained by ClearGov without restriction, including, without limitation, ClearGov's right to sole ownership of the ClearGov API, ClearGov Apps, ClearGov Data, ClearGov Web Site,
Documentation and Software. Without limiting the generality of the foregoing, Customer agrees not to (and to not allow any third party to): (a) sublicense, copy, distribute, rent, lease, lend or use the ClearGov Service outside of the scope of the license granted herein or make the ClearGov Service available to any third party or use the ClearGov Service on a service bureau time sharing basis; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the ClearGov Service or otherwise attempt to discover or reconstruct any source code,
underlying ideas, algorithms, file formats, program interfaces or other trade secrets related to the ClearGov Service; (c) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the ClearGov Service for any purpose without the express written consent of ClearGov; (d) register, attempt to register, or assist anyone else to register any trademark, trade name, service marks, logos, domain names and other distinctive brand features, copyrights or other proprietary rights associated with
ClearGov other than in the name of ClearGov; or (e) modify, remove, obscure, or alter any notice of copyright, trademark, or other proprietary right or legend appearing in or on any item included with the ClearGov Service. If the use of the ClearGov Service is being purchased by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), in accordance with 48 C.F.R. 227.7202-4 (for Department of Defense (DOD) acquisitions) and 48 C.F.R. 2.101 and 12.212 (for non-DOD acquisitions), the Government's rights in the ClearGov Service, including its rights to use, modify, reproduce, release, perform, display or disclose any elements of the ClearGov Service, will be subject in all respects to the commercial license rights and restrictions provided in this Agreement.
6) Representations, Warranties, Indemnification and Liability.
6.1) By ClearGov. ClearGov represents and warrants that: (i) the ClearGov Service shall be provided in accordance with, and shall not violate applicable laws, rules or regulations; and (ii) by using the ClearGov Service, Customer will not violate or in any way infringe upon the personal or proprietary rights of any third party, (iii) to ClearGov’s knowledge, the ClearGov Service does not contain any virus, worm, Trojan horse, time bomb or similar contaminating or destructive feature; and (iv)
ClearGov, Inc. Service Agreement ver. 02.02.23 Page 3 of 4 ClearGov holds all necessary rights to permit the use of the ClearGov Service and all components thereof provided to Customer under this Agreement.
6.2) By Customer. Customer represents and warrants that: (i) it has all right, title, and interest in and to the Customer Data necessary for its use in connection with the ClearGov Service; and (ii) it shall not use the ClearGov Service in a manner or in connection with any activity that would violate this Agreement or any law, rule or regulation or rights of any third party.
6.3) By Both. ClearGov and Customer both represent and warrant that (i) each has full power and authority to enter into and perform its obligations under this Agreement; (ii) this Agreement is a legal, valid and binding obligation, enforceable against each Party in accordance with its terms; and (iii) entering into this Agreement will not knowingly violate the Agreement or any laws, regulations or third-party contracts.
6.4) Indemnification by ClearGov. At ClearGov’s cost, ClearGov agrees to indemnify, hold harmless and defend Customer
against any cost, loss or expense (including attorney’s fees) resulting from any claims by third parties for loss, damage or injury (each, a “Claim”) arising out of or relating to (i) ClearGov’s breach of any term, condition, representation or warranty of this Agreement, (ii) ClearGov’s violation of any third party rights in connection with the ClearGov Service or (iii) ClearGov’s violations of applicable laws, rules or regulations in connection with the ClearGov Service. In such a case, Customer will provide ClearGov with written notice of such Claim. Customer shall cooperate as fully as reasonably required in the defense of any Claim. Customer reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by ClearGov. Notwithstanding the foregoing, unless the
settlement involves no cost, loss or continuing liability to Customer, ClearGov shall not settle any Claim, without the written consent of Customer, such consent not to be
unreasonably withheld.
6.5) Limited Warranty. ClearGov warrants that the ClearGov Service will be delivered in a professional and workmanlike manner substantially in accordance with the statement of work set forth in the applicable ClearGov Service Order and that the ClearGov Service will operate in all material respects as described in its product descriptions and/or documentation.
EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS
AGREEMENT, INCLUDING ANY APPLICABLE CLEARGOV
SERVICE ORDER, CLEARGOV MAKES NO ADDITIONAL
WARRANTY, EXPRESS OR IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING WITHOUT LIMITATION ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE OR NON-INFRINGEMENT,
GUARANTEES, REPRESENTATIONS, PROMISES,
STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER
INDUCEMENTS.
6.6) Limitation of Liability. NEITHER CLEARGOV NOR CUSTOMER
WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT,
SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING,
WITHOUT LIMITATION, LOST PROFITS), OR INCIDENTAL
DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF
CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY,
OR OTHER TORT, BREACH OF ANY STATUTORY DUTY,
INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF
THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS
PARAGRAPH SHALL APPLY REGARDLESS OF THE FAILURE OF
THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING
SENTENCE. BOTH PARTIES’ TOTAL CUMULATIVE LIABILITY
TO THE OTHER PARTY FOR ANY LOSS OR DAMAGES
RESULTING FROM ANY CLAIMS, DEMANDS OR ACTIONS
ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL
NOT EXCEED THE CUMULATIVE FEES PAID BY CUSTOMER
TO CLEARGOV IN THE PRECEDING TWELVE (12) MONTHS.
THE FOREGOING SHALL NOT LIMIT A PARTY'S (A) PAYMENT
OBLIGATIONS UNDER THE AGREEMENT; (B) LIABILITY FOR
INDEMNIFICATION OBLIGATIONS UNDER SECTION 6.4; (C)
LIABILITY FOR ANY BREACH OF ITS CONFIDENTIALITY
OBLIGATIONS UNDER SECTION 7; (D) LIABILITY FOR ANY
BREACH OF ITS REPRESENTATIONS, WARRANTIES, OR
OBLIGATIONS UNDER SECTION 5.2; OR (E) LIABILITY FOR
ITS INFRINGEMENT OR MISAPPROPRIATION OF ANY
PROPRIETARY RIGHTS OF THE OTHER PARTY. NOTHING IN
THIS AGREEMENT SHALL BE CONSTRUED AS EXCLUDING OR
LIMITING A PARTY’S LIABILITY FOR FRAUD OR ITS
LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM
ITS NEGLIGENCE.
6.7) Essential Element. The provisions of this Section 6 are an essential element of the benefit of the consideration reflected in this Agreement.
7) Confidentiality.
7.1) Subject to any applicable open public records laws in the Customer State, each Party will keep the specific terms of this Agreement confidential, including the contents of the
schedules and exhibits, and not disclose any portion of them to any third party (other than to its attorneys, accountants, advisors and potential investors who are bound to keep such information confidential) without the other Party’s prior written consent, except as required by law, including but not limited to open public record laws.
7.2) In addition, in connection with the negotiation and performance of this Agreement, a Party (the “Receiving
Party”) may receive information from the other Party (the “Disclosing Party”) which is confidential or proprietary in nature, including without limitation information about a Party’s products, systems and services (“Confidential
Information”). The Receiving Party agrees that, during the term of this Agreement and for a period of three (3) years thereafter, it will keep the Confidential Information in strictest confidence and protect such Confidential Information by similar security measures as it takes to protect its own Confidential Information of a similar nature, but in no event shall the Receiving Party take less than reasonable care with the Confidential Information of the Disclosing Party. The Receiving Party also agrees that it will not use any
Confidential Information for any purpose other than in
connection with the performance of its obligations under this Agreement.
7.3) The term “Confidential Information” shall not include information which A) is or becomes generally available to the public without breach of this Agreement, B) is in the
possession of the Receiving Party prior to its disclosure by the Disclosing Party, C) becomes available from a third party not in breach of any obligations of confidentiality, D) is
independently developed by the Receiving Party, or E) is required to be disclosed by the Receiving Party pursuant to law, rule, regulation, subpoena or court order, including but not limited to open public record laws.
7.4) The Parties recognize that the disclosure or use of a Disclosing Party’s Confidential Information by the Receiving Party in violation of the provisions of this Section 7 may cause irreparable injury to the Disclosing Party; therefore, in the event either Party breaches the provisions of this Section 7, the other Party, in addition to any other remedies it may have, shall be entitled to seek preliminary and permanent
ClearGov, Inc. Service Agreement ver. 02.02.23 Page 4 of 4 injunctive relief without the necessity of posting a bond. 8) Miscellaneous.
8.1) General. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be
reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to implement the
intent of the Parties, and the remainder of this Agreement shall continue in full force and effect. A waiver of any default is not a waiver of any subsequent default. The relationship between ClearGov and Customer is one of independent
contractors, not partnership, joint venture or agency. This Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the Parties hereto. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer
Information Transactions Act shall not apply to this
Agreement. The Software is controlled by U.S. Export
Regulations, and it may not be exported to or used by
embargoed countries or individuals.
8.2) Entire Agreement. This Agreement and the accompanying ClearGov Service Order(s), together, constitute a valid and binding agreement between the Parties and are intended to be the Parties’ complete, integrated expression of the terms of their agreement with respect to the ClearGov Service, and any prior agreements or understandings with respect to such subject matter are superseded hereby and fully merged
herein.
8.3) Assignment. Neither Party will assign this Agreement in whole or in part to any third party without the prior written consent of the other Party; provided, however, either Party may assign this Agreement without such consent to any subsidiary or parent company of such Party or to any successor by way of any merger, consolidation or other corporate
reorganization of such Party or sale of all or substantially all of the assets of such Party or to an entity that assumes, by sale, license or otherwise, the business activities that are the subject of this Agreement, provided that such subsidiary or parent company or successor assumes or is otherwise fully bound by all of the obligations of the assigning Party under this Agreement.
8.4) Marketing Materials. Customer agrees that ClearGov may utilize Customer’s name solely to identify it as a ClearGov Customer on the ClearGov Web site, in client lists and other marketing materials. Any other uses of Customer’s name
and/or logo (other than as included in the content and/or other items furnished to ClearGov by Customer) shall require Customer’s prior written consent.
8.5) Insurance. ClearGov shall maintain commercial general liability insurance, cybersecurity insurance, product liability insurance and auto liability insurance in amounts that are consistent with industry standards. ClearGov shall maintain Worker’s Compensation insurance as required by law.
8.6) No Boycott of Israel. ClearGov hereby certifies that ClearGov is not currently engaged in and shall not, for the duration of the Term of this Agreement, engage in a boycott of goods or services from the State of Israel; companies doing business in or with the State of Israel or authorized by, licensed by or organized under the laws of the State of Israel; or persons or entities doing business in the State of Israel.
8.7) Jurisdiction. This Agreement shall be governed by the applicable laws in the Customer State, without regard to conflict of laws rules. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach,
termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined exclusively by arbitration in the Customer State before a panel of three arbitrators. Such arbitration shall be administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and
Procedures. Judgment on an award, if any, may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The Parties
acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provision with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1- 16).
8.8) Modification. ClearGov shall have the right to modify this Agreement at any time by posting revised terms and
conditions at the following URL:
http://www.ClearGov.com/terms-and-conditions. Changes will be binding on the date they are posted. Continued use of the ClearGov Service will be considered acceptance by Customer of the then current Agreement.
8.9) Force Majeure. If the performance of this Agreement or any obligations hereunder is prevented or interfered with by reason of fire or other casualty or accident, strikes or labor disputes, war or other violence, any law, proclamation, regulation, or requirement of any government agency, or any other act or condition beyond the reasonable control of a Party hereto, that Party upon giving prompt notice to the other Party shall be excused from such performance during such occurrence.
8.10) Notices. All notices, requests, or other communications between the Parties that are required or permitted hereunder will be in writing and will be given by: (a) delivery in person or by prepaid courier service with a nationally recognized courier company, (b) delivery by registered or certified mail, postage prepaid, return receipt requested, (c) by confirmed fax, or (d) email to the address and/or fax number set forth in the applicable ClearGov Service Order. A Party may change the street or email address or fax number to which notice is to be sent by giving written notice of such change. Notices will be deemed given when received as evidenced by
verification from the courier company, the mail or
confirmation of email receipt or fax confirmation.
8.11) Titles & Subtitles. The titles and subtitles in this Agreement are used for convenience only and are not to be considered in construing it.