Sunnyvale City Council
September 29, 2026

1 CITY OF SUNNYVALE

DRAFT SOFTWARE AS A SERVICE

CONTRACT ADDENDUM

1. Contract Documents and Order of Precedence.

The following documents shall govern the performance of the Scope of Work and the terms and conditions for the provision of the SaaS Software and Services (collectively, the “Contract Documents” or the “Agreement”) in the following order of priority:
a. This Addendum (including Attachment 1, City Insurance Requirements); b. Statement of Work (Exhibit “A”);
c. Compensation Schedule (Exhibit “B”);
d. OpenGov Data Processing Addendum (Exhibit “C”);
e. Provider’s Software License/User Agreement (“MSA”) (Exhibit “D”). f. Service Level Agreement (Exhibit “E”)
If a conflict between the provisions of this Addendum and any of the above-referenced documents arises, the provisions of this Addendum will prevail. Notwithstanding any language to the contrary, none of the above-referenced documents will be construed to amend or modify the terms of this Addendum, except that the terms of Provider’s SaaS Software License/User Agreement (Exhibit “D”) shall control as to terms not addressed by this Addendum.

To the extent Provider’s documents (Exhibit A and Exhibit D) reference “click to accept,” “browse- wrap,” or similar terms that may be required for the City and/or Authorized Users’ access to and use of the SaaS Software and/or Provider’s website, platform, product, or program, such requirements shall not apply. No “terms of use,” “privacy policy,” or other user agreement or terms referenced therein or conditioned for use of the SaaS Software or Provider’s website, platform, product, or program shall apply. Only the provisions of this Agreement shall apply to City and/or Authorized Users for access thereto and use thereof. The Parties acknowledge that City and/or each Authorized User may be required to click “Accept” or otherwise signal agreement to such terms as a condition of access to or use of the SaaS Software or through the Provider’s website, platform, product, or program. The provisions of such agreements and other terms referenced therein shall be null and void for the City and/or each such Authorized User.

2. Use of the SaaS Software.

Provider shall provide City with the Software as a Service Application and services as described in the Statement of Work and attached hereto as Exhibit “A” and incorporated herein by reference (“SaaS Software”). The specifications, performance and functionality of the SaaS Software shall comply in all respects with the requirements set forth in the Statement of Work and any product documentation for the SaaS Software (“Functional Requirements”). Subject to the terms and conditions of this Agreement, Attachment 1

2 Provider hereby grants City and all its officials, officers, employees and agents (“Authorized Users”) a renewable, non-exclusive, non-transferable, non-sublicensable, royalty-free, and worldwide license to access, display, and execute the SaaS Software and related documentation during the Term of this Agreement and any renewals thereof, if any.

Services. Provider shall further provide City with implementation, project management, and training services in connection with the implementation of the SaaS Software and/or maintenance and support services as further described in Exhibit “A” (“Services”).

3. Accessibility.

All electronic and information technology procured through this Agreement must meet the applicable accessibility standards of Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d) as may be amended from time to time. Provider agrees that the Services will comply with the Americans with Disabilities Act of 1990 (42 US.C. 12101 et seq.), including the Department of Justice's final rule revising the regulation implementing Title II of the Americans with Disabilities Act to establish specific requirements, including the adoption of specific technical standards, for making accessible the services, programs, and activities offered by State and local government entities to the public through the web and mobile applications ("apps"). Provider shall promptly respond to and resolve any complaint regarding accessibility that is brought to Provider’s attention, in accordance with California Government Code Section 7405(b).

4. Data and Security
a. Ownership of City Data.
“City Data” means all data, information, content, documents and other materials collected, used, maintained, processed, stored, or generated by or on behalf of the City and any Authorized User, including data resulting from the use of the SaaS Software or transmitted as part of obtaining any Service. The Parties agree that as between them, all rights, including all intellectual property rights, in and to the City Data and any derivative works of the City Data is the exclusive property of the City. City Data does not include the SaaS Software and related documentation, professional services and related documentation, system-generated usage data, or Provider's technology, intellectual property, system and user analytics, configurations, developments, or improvements.
b. Access to and Extraction of City Data.

City shall have access to City Data 24-hours a day, 7 days a week during the term, except during scheduled maintenance and periods of unavailability addressed by the applicable support and software service levels. Provider warrants that City shall be able to extract City Data from the SaaS Application on demand, but no later than 24 business-hours (9:00am-5:00pm Pacific Time) of City’s request, without charge and without any conditions or contingencies whatsoever Attachment 1

3 (including but not limited to the payment of any fees to Provider), in a digital, reusable, platform independent and machine-readable file (including, without limitation, plain text files such as comma-delimited tables, extensible markup language, and javascript object notation). City Data that is stored in binary formats, including without limitation portable document format, JPEG, and portable network graphics files, shall be reproducible in the same format in which it was loaded into the SaaS Application. This reusable copy must be made available in a publicly documented and non-proprietary format, with a clearly-defined data structure and a data dictionary for all terms of art contained in the data.
c. Retention of City Data.

Provider shall retain and preserve City Data in accordance with Provider’s standard data retention policies and this Agreement, and shall comply with any specific retention schedules and/or litigation hold orders provided by the City to Provider, independent of where the City Data is stored.
d. Use of City Data.

Provider agrees to hold City Data in the strictest confidence. Provider shall not use or disclose City’s Data except as permitted or required by the Agreement or as otherwise authorized in writing by the City, or as required by law. Immediately upon receiving any request for City Data, and then again prior to any such disclosure to a third-party, Provider shall give written notice to the City of the request. Provider is given a limited non-exclusive license to use the City Data solely for performing its obligations under the Agreement. Data related to City’s Critical Infrastructure Information as defined in section 4(j)(ii) of this Addendum may not be used under any circumstances for Provider’s own purposes or later use. Nothing herein shall be construed to confer any license or right to the City Data, including data mining or user tracking within the system, by implication, estoppel or otherwise, under copyright or other intellectual property rights, to any third-party. Unauthorized use of City Data by Provider, subcontractors or other third parties is prohibited. For purpose of this requirement, the phrase “unauthorized use” includes the data mining or processing of data, stored or transmitted by the service, for unrelated commercial purposes, advertising or advertising-related purposes, or for any purpose other than security or service delivery analysis that is not explicitly authorized by this Agreement.
e. Data Security.

Provider shall use commercially reasonable efforts and comply with industry standards to establish and maintain a data privacy and information security program for City’s Data. Such program shall include physical, technical, administrative, and organizational safeguards designed to: (i) ensure the security and confidentiality of the City Data; (ii) protect against any anticipated threats or hazards to the security or integrity of the City Data; (iii) protect against unauthorized disclosure, access to, or use of the City Data; (iv) ensure the proper disposal of Attachment 1

4 City Data; and, (v) ensure that all of Provider’s employees, agents, and subcontractors, if any, comply with all of the foregoing requirements.
f. Data Breach.

In the event of a data security breach, or any breach in which City Data and/or records may have been exposed to the public, Provider shall contact City within 24 business hours, and shall work with City to coordinate security processes. Provider will cooperate with City and law enforcement agencies in any effort to notify injured or potentially injured parties, and such cooperation will be at Provider’s expense, except to the extent that the data security breach was caused by City or a third party for which Provider is not responsible under the Agreement.

Provider’s responsibility for the costs of providing security breach notifications shall be limited by Section 9 (Limitation of Liability) of the MSA.
g. Data Hosting and Access.

The parties agree that all City Data shall be maintained on servers located in the continental United States unless otherwise agreed in writing by the parties. City Data shall be backed up by any means considered industry standard. City Data shall only be provided to the Provider’s resources, including contractors, sub-contracts, non-employees, etc., for the express purpose of fulfilling the rights and responsibilities outlined in the Agreement. Further, City Data and/or records shall not be destroyed unless agreed to in advance by City or pursuant to the Agreement. City shall have access to its data and/or records upon request during normal business hours. Access to City Data shall include, but shall not be limited to, data extracts, feeds, and/or pulls.
h. Payment Card Industry (“PCI”) Requirements.

The City shall not transmit to Provider or otherwise cause Provider to process payment card data governed by the Payment Card Industry Data Security Standard (“PCI-DSS”) and the Payment Application Data Security Standard (“PA-DSS”).
i. Disaster Recovery.

Provider shall use commercially reasonable efforts and comply with industry standards related to disaster recovery. Provider shall notify City within twenty-four business hours and shall provide a timeline of when City can expect the resumption of normal business operation by the Provider.
j. Data Privacy.
(i) Identity. Provider is only permitted to use personal information for the express purposes permitted in the Agreement unless permitted by applicable law. Provider shall maintain policies and procedures designed to detect, prevent, and mitigate the risk of Identity Theft and shall comply with applicable privacy and identity theft regulations.

Attachment 1

5 (ii) Critical Infrastructure Information. City Data under this agreement includes physical or virtual critical infrastructure information, as defined in this section, that is protected from disclosure and misuse under state and federal law, including information protected from disclosure under the California Public Records Act and information described in the federal Critical Infrastructure Information Act of 2002 (together “Critical Infrastructure Information”). Examples of City’s Critical Infrastructure Information include but are not limited to:

Information technology assets such as City IT networks, data centers, and cybersecurity systems;
water and wastewater systems such as water treatment plants, reservoirs, water mains, pumping stations, sewage systems, storm drains, and wastewater treatment facilities;
transportation systems such as roads, bridges, public transit systems (buses, light rail, etc), and traffic management systems;
emergency services assets such as fire stations, police facilities, hospitals, disaster response centers, fire hydrants, security barriers, and disaster warning systems; (together the “Critical Infrastructure Information”);
communications assets such as cellular towers, broadband networks, and emergency alert systems; and
other local infrastructure such as health care facilities; public facilities such as schools, libraries, parks, and government buildings; waste management facilities.

The Parties agree that unauthorized disclosure, alteration, or loss of City’s Critical Infrastructure Information could endanger community safety and the continuity of essential public services. Accordingly, Provider shall access, use, and process such Critical Infrastructure Information solely as necessary to provide the SaaS Software and Services to the City, on a need-to-know basis. Provider shall not use, mine, aggregate, analyze, sell, disclose, or otherwise make Critical Infrastructure Information available to any third party, affiliate, subcontractor, or partner, or for its own or any other purpose, except with the City's prior written consent. No term of the MSA or any other Contract Document permitting Provider to use, process, or derive value from City Data applies to City’s Critical Infrastructure Information. Provider shall safeguard Critical Infrastructure Information consistent with Provider’s SOC 2 Type II-audited security program and applicable NIST SP 800-53 controls, or other security standard as required by applicable law, and shall provide City with a copy of the then-current SOC 2 Type II- audited security program upon request . Provider shall take no action that would waive the City's exemptions from public disclosure. If Provider receives any subpoena or other Attachment 1

6 demand for City’s Critical Infrastructure Information, Provider shall, to the extent legally permitted, notify the City in writing before any disclosure so the City may seek to oppose or limit it. Any unauthorized access to or disclosure of Critical Infrastructure Information is a security breach subject to Section 4(f). At the City's written request or on termination, Provider (and any authorized subcontractors) shall return and securely destroy Critical Infrastructure Information and certify its destruction in writing, provided that Provider may retain Critical Infrastructure Information in encrypted backups until routine deletion in accordance with Provider's standard backup retention schedule, or as required by applicable law, during which such data remains subject to all confidentiality, security, and use obligations of this Agreement. k. Data Transmission.

Provider shall ensure that all electronic transmission or exchange of system and application data with City and/or any other parties expressly designated by City shall take place via encrypted secure means (e.g. HTTPS or SFTP or most current industry standard established by NIST). Provider shall also ensure that all data exchanged shall be used expressly and solely for the purposes enumerated in the Agreement. Data shall not be distributed, repurposed or shared across other applications, environments, or business units of the Provider. Provider shall ensure that no City Data of any kind shall be copied, modified, destroyed, deleted, transmitted, exchanged or otherwise passed to other vendors or interested parties except on a case-by-case basis as specifically agreed to in writing by City. Provider is prohibited from downloading or saving City Data from outside the United States.

5. Changes in Functionality.

During the term of this Agreement, Provider shall not materially reduce or eliminate functionality in the SaaS Software. Where Provider has materially reduced or eliminated functionality in the SaaS Software, City, in its sole election, shall: (i) have, in addition to any other rights and remedies under this Agreement or at law, the right to terminate this Agreement pursuant to Section 6.3 (Termination for Cause) of the MSA and be entitled to a return of any unused prepaid fees.

6. Effect of Termination or Expiration.
a. Licenses.

On termination or expiration of this Agreement, all rights and licenses granted to City (as well as all rights granted to any Authorized Users of City) pursuant to this agreement will immediately cease, including but not limited to all use of the SaaS Software, subject to the transition requirements described in section 6(b).
b. Transition Requirements.
(i) Provider Transition Support.

Attachment 1

7 Provider shall cooperate with City in transitioning services during the Term and while City maintains an active, paid subscription to the affected SaaS Software, upon City's written request, use commercially reasonable efforts to provide to City and/or Successor Service Provider assistance requested by City to effect the orderly transition of the Services, in whole or in part. During the transition period, Provider shall continue to make available SaaS and City Data access without alteration. Such Transition Services shall be provided on a time and materials basis if the City opts to return to its own servers or City chooses a Successor Service Provider. Transition costs may include: (a) developing a plan for the orderly transition of the terminated SaaS Services from Provider to Successor Service Provider; (b) if required, transferring the City Data to Successor Service Provider; (c) using commercially reasonable efforts to assist City in acquiring any necessary rights to legally and physically access and use any third-party technologies and documentation then being used by Provider in connection with the Services; (d) using commercially reasonable efforts to make available to City, pursuant to mutually agreeable terms and conditions, any third-party services then being used by Provider in connection with the SaaS Services; and, (e) such other activities upon which the Parties may agree to in writing. The parties will develop a mutually agreed transition plan describing the transition support and each party’s respective obligations in connection with the transition and migration of the City off the SaaS Software. OpenGov reserves the right to include professional services fees for the transition plan, at provider’s then-current hourly rates for similar services.. (ii) Return of City Data.

Upon expiration or termination of this Agreement for any reason, and regardless of whether there is any dispute relating to the Agreement, Provider will provide City will access to the SaaS Services for a period of thirty (30) days for the purpose of downloading all City Data. Provider and any of its third-party contractors shall completely destroy or erase all copies of City Data in any form forty-five (45) days after termination of this Agreement.

7. Public Records.

Provider understands and acknowledges that this Agreement, all records related to its formation, payments by the City, City Data, and records related to Provider’s performance under the Agreement, among other things, may be public records subject to inspection and disclosure under federal, state, or local law including the California Public Records Act (Cal. Gov’t Code §§ 7920.000 et seq.). Upon request by the City, Provider shall promptly, and no later than five days after request, provide copies of any public record free of charge so that the City may respond to such requests within the time allowed by law. Provider shall fully cooperate and use its best efforts to facilitate compliance with any public records request that the City may receive.

Attachment 1

8 8. Additional Warranties
a. SaaS Software Warranty.

Provider warrants that the SaaS Software will conform in all material respects to the Functional Requirements for a period of twenty-four (24) months (“Warranty Period”) following the date upon which the SaaS Software has completed user acceptance testing and is placed in use by City in a live production environment (“Go-Live”). Provider agrees to correct or replace, at no charge, any nonconformity of which it receives notice during the Warranty Period, provided Provider receives notice within ninety (90) days after City's discovery of the nonconformity. In addition, Provider warrants that any customization and/or error correction to the SaaS Software will conform in all material respects to the Functional Requirements. This warranty is void if the City or any other third party intentionally changes or modifies the SaaS Software without the permission of Provider.
b. Malware Warranty.

Provider warrants that the Software and any media used to distribute, access, or use that Software shall not contain any lock, counter, CPU reference, virus, worm, malware, device or other computer instructions or technological means that Provider knew or should have known were capable of halting operations, erasing or altering data or programs, or otherwise intended to disrupt, damage, or interfere with the use of computers or related systems. Provider further warrants that neither it, nor its agents, employees, or subcontractors shall insert any device following delivery of the Software (or any hardware) or Services that it knows or should have known will result in shutdown of the Software, hardware, or Services. c. Compliance With Law.

Provider warrants that the Software and Services it provides under the Agreement will comply with all applicable laws, ordinances, codes and regulations, including those of the federal, state and local government.
d. Privacy Warranty.

Provider warrants that it and the Software and Services it provides under this Agreement for the use contemplated by the City complies with all applicable laws, ordinances, codes, and regulations of the federal, state, and local government, as well as applicable international laws, concerning privacy, data security, data protection, and the processing of personally identifiable information, including, as now written or as may be amended, supplemented, or superseded from time to time, the California Consumer Privacy Act of 2018 as amended by the California Privacy Rights Act of 2020 (Cal. Civ. Code §§ 1798.100 et seq.; Cal. Code Regs. tit. 11, §§ 7000 et seq.) (collectively, “CCPA”), the Consumer Protection Against Computer Spyware Act (Cal. Bus. & Prof. Code §§ 22947 et seq.), the Payment Card Industry Data Security Standard (PCI-DSS) and the Payment Application Data Security Standard (PA-DSS), the European General Data Attachment 1

9 Protection Regulation (“GDPR”), Internal Revenue Service (IRS) Publication 1075, including the requirements that data not traverse networks located outside the United States, provisions of the Social Security Administration Document Electronic Information Exchange Security Requirement and Procedures for State and Local Agencies Exchanging Electronic Information with the Social Security Administration, and the provisions of the Criminal Justice Service Security policy.
e. Service Warranty.

Provider shall provide a sufficient number of properly trained and competent staff to carry out the Services in a skilled and professional manner consistent with the best practices in the SaaS Software industry and in compliance with the Project Schedule. f. Remedies.

Provider agrees to make corrections of program malfunctions or errors which are reported in writing to Provider during the Warranty Period, within ninety (90) days after City's discovery, and which are necessary for the SaaS Software to conform to the warranties in the Agreement. City agrees to allow Provider the opportunity to make repeated efforts within a thirty (30) day time period to correct programming errors or malfunctions as warranted in this Agreement. Provider agrees that program malfunctions that result in an inoperable system resulting in a financial impact to the City, or inefficient work-around, will be given its highest priority with the problem corrected as soon as practicably possible, consistent with a high priority item under the SaaS Software Support and Maintenance Provisions, using its most experienced and knowledgeable resources. Provider will strive to have any and all malfunctions resolved within no more than five calendar days.

9. Acceptance.

All Services shall be subject to acceptance by City to verify, to its reasonable satisfaction, that each deliverable conforms to the requirements of a particular milestone as set forth in the Exhibit “A.” If City determines that Services do not conform with the foregoing requirements, City shall promptly deliver to Provider a notice of non-conformity, and Provider shall work diligently to correct all nonconformities free of charge to City by re-performing the Services. Notwithstanding the acceptance of any deliverable by City, such deliverable shall remain subject to the warranty obligations of Provider.

10. Infringement and Performance Breach Remedies.

If it is claimed that any software or other work furnished by Provider, whether first developed by Provider for the City or not, infringes any intellectual property right or is otherwise unlawful, Provider agrees to defend or settle any such claim or suit at Provider’s expense and to indemnify and hold the City harmless from any third-party claim losses, damages or harm, including attorney’s fees and legal expenses, incurred as a result of such claim. Without the City’s prior written approval, Provider shall not accept any liability on the City’s behalf for the infringement, nor shall Provider reach a settlement that Attachment 1

10 from the City perspective impairs the value or usefulness of the work that is the subject of the infringement claim. Provider will also pay all damages and costs that by final judgment, settlement or other resolution are assessed against the City due to such alleged or proven infringement and reimburse the City for any direct damages suffered by the City as a result of the infringement claim, including but not limited to attorney’s fees. Should Provider find, or be found, to have infringed on any intellectual property rights, Provider will procure; (i) a right for the City to continue using the applicable SaaS Software or Work Product, (ii) a solution to mitigate the infringement, (iii) a product to replace the infringing product that provides the functionality and complies with the specifications contained in the Contract Documents, or (iv) terminate the affected licenses and refund any prepaid, unused fees on a pro-rated basis. Provider has no obligation with respect to an infringement claim based upon: (a) use of the SaaS Software other than in accordance with this Agreement or for purposes not intended by Provider; (b) use of the SaaS Software in combination with products, services, systems, or data not supplied by Provider; or (c) modification of the SaaS Software by City or any third party. The City shall not incur any additional costs related to the aforementioned remedies. This Section states City's exclusive remedy with respect to infringement and indemnification and is subject to the limitation of liability provisions of this Agreement.

11. Force Majeure and Disaster.
a. Liability.

No Party shall be liable for delay in the performance of its obligations under this Agreement if and to the extent such delay is caused, directly or indirectly, by: fire, flood, earthquake, elements of nature or acts of God, riots, civil disorders, or any other cause beyond the reasonable control of such Party (a “Force Majeure Event”). However, in the case of a Force Majeure Event, Provider shall immediately commence disaster recovery services as described in this Section 4(i)
.
b. Duration.

In a Force Majeure Event, the non-performing Party shall be excused from further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such Party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay. Any Party so delayed in its performance, to the extent possible, shall immediately notify the Party to whom performance is due by telephone (to be confirmed in writing within two (2) days of the inception of such delay) and describe at a reasonable level of detail the circumstances causing such delay .
c. Effect.

If a Force Majeure Event substantially prevents, hinders, or delays performance of the Services as critical for more than thirty (30) consecutive days, then either party may terminate this Agreement without liability to the other party as of a date specified by terminating party in a Attachment 1

11 written notice of termination.. Provider shall not have the right to any additional payments from City for costs or expenses incurred by Contractor as a result of any force majeure condition that lasts longer than three (3) days. In the event of termination due to Force Majeure, City will be entitled to a refund of the pre-paid, unused portion of the fees. d. Recovery.

A Force Majeure Event shall not excuse Provider of its obligations for performing disaster recovery services as provided in this Section. In the event that a disaster or force majeure event occurs and Provider fails to restore the hosting services within 24 hours of the initial disruption to Services, City may, in its discretion, deem such actions to be a material breach by Provider.

City may terminate this Agreement if Provider fails to cure such breach within ten (10) days after receiving written notice from the City. For purposes of this Agreement, a “disaster” shall mean an interruption in the hosting services or the inability of Provider to provide City with the SaaS Application and hosting services for any reason that could not be remedied by relocating the SaaS Application and hosting services to a different physical location outside the proximity of its primary Data Center.

12. Publicity.

Without the City’s separate written authorization, Provider shall not use the City’s name, mark, emblem, logo, seal, insignia, trade or brand name, or any other term, symbol, or other proprietary rights or content of the City and shall not in any manner communicate or cause to be communicated to another person or entity a statement that reasonably could be interpreted or construed as stating or implying the City’s connection to, use of, or any approval or endorsement of Provider or any product, service, or thing Provider offers or does.

13. Insurance
Provider shall maintain in full force and effect at all times during the term of this Agreement the insurance coverage set forth in Attachment 1 to this Addendum.

Attachment 1

12 IN WITNESS WHEREOF, the parties have executed this Agreement.

ATTEST: CITY OF SUNNYVALE ("CITY")

By_____________________________ By__________________________

City Clerk City Manager

OpenGov, Inc.
("Provider")

APPROVED AS TO FORM: By

Name/Title

___________________________ By
City Attorney

Name/Title

Attachment 1

13 Attachment 1 to City Addendum

INSURANCE REQUIREMENTS

PROVIDER shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work by the PROVIDER, their agents, representatives, or employees.

Minimum Scope and Limits of Insurance. PROVIDER shall maintain limits not less than:

1. Commercial General Liability: coverage written on an occurrence basis with limits not less than $2,000,000 per occurrence and $4,000,000 aggregate for bodily injury, personal injury and property damage. ISO Occurrence Form shall be at least as broad as CG 0001.

2. Automobile Liability: coverage with a combined single limit of not less than $1,000,000 per occurrence applying to all owned, non-owned, or hired vehicles used in conjunction with this contract for bodily injury and property damage. ISO Form shall be at least as broad as CA 0001.

3. Workers’ Compensation: Statutory Limits and Employer's Liability: $1,000,000 per accident for bodily injury or disease.

Industry Specific Coverages. If checked below, the following insurance is also required:

☒ Professional Liability / Errors and Omissions Liability coverage with limits not less than $2,000,000 per claim.

☒ Cyber & Tech Liability coverage with limits not less than of $2,000,000 per occurrence or claim.

Deductibles, Self-Insured Retentions and Other Coverages:

Any deductibles or self-insured retentions must be declared and reviewed by the City of Sunnyvale, Risk Manager. The PROVIDER shall guarantee payment of any losses and related investigations, claim administration and defense expenses within the deductible or self -insured retention. Policies containing any self-insured retention provision shall provide, or be endorsed to provide, that the SIR may be satisfied by the Named Insured.

The aforementioned insurance requirements can be met through any combination of self -insured, primary and excess/umbrella policies that fulfill the stipulated coverage as cited above.

Other Insurance Provisions:

1. During the term of the Agreement, the City of Sunnyvale, its officers, officials, employees, and agents, are to be covered as an additional insured in the PROVIDER’s commercial Attachment 1

14 general liability policy with respect to liability arising out of activities performed by or on behalf of the PROVIDER; products and completed operations of the PROVIDER; premises owned, occupied or used by the PROVIDER. The coverage shall contain no special limitations on the scope of protection afforded to the City of Sunnyvale, its officers, officials, employees, agents, or volunteers.

Additional Insured Endorsement for ongoing operations at least as broad as ISO CG 20 10 Scheduled, or automatic CG 20 38 and completed operations shall be at least as broad as ISO CG 20 37 scheduled or automatic ISO CG 20 40.

2. During the term of the Agreement, the PROVIDER’s Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Sunnyvale.

3. For any claims related to this agreement, the PROVIDER’s insurance shall be primary.

Any insurance or self-insurance maintained by the City of Sunnyvale, its officers, officials, employees, agents and volunteers shall be excess of the PROVIDER’s insurance and shall not contribute with it and shall be at least as broad as ISO CG 20 01 04 13.

4. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City of Sunnyvale, its officers, officials, employees, agents or volunteers.

5. The PROVIDER’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

6. Provider shall provide notice to the City of any cancellation, modification, or non-renewal in accordance with the applicable policy.

7. Any umbrella or excess Insurance Liability policies shall be true “following form” of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this document, including the additional insured, SIR, and primary and non-contributory insurance requirements for the benefit of City (if agreed to in a written contract or agreement) until all coverage carried by or available to the PROVIDER’s primary and excess liability policies are exhausted and before the City’s own Insurance or self-insurance shall be called upon to contribute to a loss.

Acceptability of Insurers:

Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A-/VII, and who are admitted and authorized to do business and in good standing in California unless otherwise acceptable to the City of Sunnyvale’s Risk Manager.

Verification of Coverage:

City utilizes an electronic insurance verification system to track and verify all insurance related documents. City is no longer accepting insurance documents by mail and will only accept Attachment 1

15 electronic insurance documents. City will email the PROVIDER requesting proof of insurance for this Agreement through an electronic insurance verification system, which includes instructions on how to upload insurance documents electronically. PROVIDER shall furnish the City with an electronic Certificate of Insurance effecting the coverage required. The certificates are to be signed by a person authorized by that insurer to bind coverage on its behalf and name City of Sunnyvale, Attn: Risk Management, 456 W. Olive Ave, Sunnyvale, CA 94088 as the certificate holder. All certificates are to be received and approved by the City, Risk Manager prior to commencement of work.

The PROVIDER shall provide certificate(s) evidencing renewals of all insurance required herein prior to the expiration date of any such insurance. PROVIDER shall submit insurance certificates, reflecting the policy renewals through the City’s electronic insurance verification system.

Subcontractors
PROVIDER shall require all subcontractors to procure and maintain insurance policies subject to these requirements. Failure of PROVIDER to verify existence of subcontractor’s insurance shall not relieve PROVIDER from any claim arising from subcontractors work on behalf of PROVIDER.

Attachment 1

Statement of Work
City of Sunnyvale, CA
Creation Date: 8/06/2026
SoW Expiration Date: 11/06/2026
Document Number: PS-12673.7
Created by: Dean SImpson
PS-12673.7
1 EXHIBIT A
Attachment 1

Table of Contents
OpenGov Statement of Work 3

1. Project Scope and Understanding 3

2. Exhibits 3

3. OpenGov Responsibilities 3

4. Customer Responsibilities 3

5. Project Delivery 4

6. Estimated Schedule 4

7. Acceptance Procedure 4

8. Modifications 5

9. Communication and Escalation Procedure 5
Exhibit 1: Implementation Activities 6
OpenGov Implementation Methodology Overview 6
Enterprise Asset Management 6
Initiate 6
Validate 7
Configure 7
Train 13
Launch 18

PS-12673.7
2 Attachment 1

OpenGov Statement of Work

1. Project Scope and Understanding
This Statement of Work (“SOW”) outlines the Professional Services OpenGov will provide to City of Sunnyvale, CA (“Customer”) under the applicable Order Form.

Professional Services or technical requirements not listed in this SOW are out of scope.

2. Exhibits
The following exhibits are incorporated by reference and are part of this SOW:

2.1. Exhibit 1: Implementation Activities

2.1.1. Enterprise Asset Management (EAM)

3. OpenGov Responsibilities
OpenGov will provide a framework for planning, communication, progress tracking, and coordination for activities in Exhibit 1. In collaboration with Customer, OpenGov will develop and maintain the Project Plan. The “Project Plan” is a detailed, living document that defines how the project will be executed, including tasks, timelines, milestones, and team assignments. OpenGov will monitor progress against the Project Plan, coordinate adjustments to tasks and schedules as needed, and conduct status meetings as agreed to by the parties. OpenGov will provide weekly status reports, a Project Charter, and a RAID register (Risks, Actions, Issues, and Decisions). The “Project Charter” is a high-level document outlining the project’s purpose, goals, key stakeholders, success criteria, and major milestones.

4. Customer Responsibilities
The Customer will appoint a primary point of contact with authority to make binding decisions (“Customer’s Project Manager”). This person will coordinate internal resources, assign subject matter experts (“SMEs”), and oversee implementation.

Responsibilities include attending status meetings, making timely decisions, providing requested information, escalating issues internally, and collaborating on the Project Plan and Change Order process, if applicable.

Customer acknowledges that the success of this project is contingent on its full participation. Customer must provide data within ten (10) business days of a request, maintain consistent data formats and access throughout the project, and allocate the necessary Customer resources and time to support deliverables and meet agreed-upon timelines.

Any failure by Customer to meet its responsibilities under this SOW (each, a “Customer Delay”) will automatically suspend the affected obligations of OpenGov for the duration of the Customer Delay and for a reasonable restart period thereafter. All affected milestones, delivery dates, and service-level commitments PS-12673.7
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will be extended on a day-for-day basis (or as otherwise reasonably necessary) to account for the Customer Delay, and may result in an adjustment of the fees if OpenGov incurs additional time, materials, or other costs as a result. Under no circumstances will any consequence of a Customer Delay constitute a breach by OpenGov of this SOW or of the Agreement, nor will OpenGov be liable for any failure to meet a performance obligation that is caused, in whole or in part, by a Customer Delay.

5. Project Delivery
OpenGov will perform services under this SOW remotely and provide up to six (6) onsite trips for project-related activities. Customer will provide a suitable workspace, including a conference room with attendee capacity, non-public Wi-Fi, and AV equipment. Travel expenses are estimated not to exceed $16,800. OpenGov may use a combination of OpenGov personnel and OpenGov-trained implementation partners to deliver the services described in this SOW.

6. Estimated Schedule
The estimated duration of this work is twelve (12) months. The specific timeline, including order of delivery of the product(s), will be determined during the project planning activities in the Initiate Phase. Services are estimated to begin within two (2) weeks and no later than four (4) weeks from contract signature. OpenGov reserves the right to adjust the schedule based on the availability of Customer or OpenGov resources, and the timeliness of deliverables provided by the Customer.

7. Acceptance Procedure
OpenGov will submit completed deliverables to the Customer’s Project Manager for review. Within ten (10) business days of receipt, the Customer’s Project Manager will either provide written acceptance or a list of requested revisions. In the event there are requested revisions, the subsequent review period for acceptance will follow the same timeline until
final acceptance. If Customer does not respond within this period, the deliverable will be deemed accepted. Once a deliverable is accepted, any requested changes will require a paid Change Order.

Acceptance milestones and review timelines will be tracked in the Project Plan.

Both parties acknowledge that delays in task completion or unresolved issues may impact the project timeline. If OpenGov determines in good faith that Customer is not ful
filling its responsibilities under this SOW, OpenGov may place services on hold following a minimum of ten (10) business days’ written notice. The notice will specify the actions needed to progress the project. During the hold period, OpenGov PS-12673.7
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may reallocate resources without penalty and will not be responsible for resulting delays.

8. Modifications
The fees and estimated timeline are based on the scope and assumptions in this SOW. If either party determines that a change to the scope is necessary, the parties will collaborate to define the required modification, which may result in fee adjustments based on OpenGov’s standard rates. All modifications must be documented in a written Change Order and signed by both parties (“Change Order”) .

Examples of changes include revisions to the project timeline, deliverables, or resource allocation.

9. Communication and Escalation Procedure
OpenGov and Customer agree to maintain regular communication in alignment with the Project Plan to ensure progress, resolve questions promptly, and minimize risk.

Both parties will raise any issues or concerns in a timely manner. If challenges are not resolved through standard project discussions, Customer and OpenGov Project Managers will escalate to their respective executive leadership teams to jointly determine a resolution and align on a path to successful implementation.

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Exhibit 1: Implementation Activities

OpenGov Implementation Methodology Overview

Every OpenGov implementation follows a five-phase hybrid methodology designed to ensure a structured and collaborative deployment. The phases are:

1. Initiate – OpenGov provisions access and performs initial system setup.

2. Validate – OpenGov works with the Customer to confirm requirements and review initial configurations.

3. Configure – OpenGov completes system configuration as outlined in this SOW.

4. Train – OpenGov provides training to system administrators and/or end users, as applicable.

5. Launch – OpenGov provides post-go-live support and transitions the Customer to OpenGov’s Customer Success Team.

Each implementation is structured around these phases. Deliverables, sign-offs, and completion criteria are aligned to the relevant phase.

Enterprise Asset Management

Use Cases Build for Enterprise Asset Management:

● Transportation
● Walkability
● Parks and Rec
● Facilities
● Stormwater
● Water Distribution
● Wastewater Collection / Sanitary Sewer
Initiate
OpenGov will:

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● Setup a hosted sandbox and a hosted production OpenGov Asset Management environment, if one does not already exist
● Conduct one (1) remote session to review customer assets (see asset section below), source data, GIS capabilities, Esri authentication, and single sign on identity provider (if applicable).

OpenGov Assumptions:
● OpenGov assumes that the customer is responsible for performing quality control measures on its data in EAM.

Completion Criteria:
● The project kicked off with an initial project timeline delivered.

Validate
OpenGov will:
● Provide two (2) three-day (3-day) onsite validation workshops to increase our understanding of Customer business and functional goals. Through workshops and interviews, OpenGov will identify best fit scenarios for OpenGov Asset Management and provide a brief including any challenges as well as recommendations for OpenGov Asset Management best practices relevant to Customer implementation. ● Provide a template file to be utilized by Customer staff to populate resources, libraries, and users/roles data that OpenGov will import into OpenGov Enterprise Asset Management.
● Provide up to two (2) remote sessions for Customer technical GIS staff to configure Esri Feature Services for the bidirectional GIS integration and authentication.

Completion Criteria:
● Completion of validation workshop.
● Delivery of Project Workbook
Configure

Configurations
OpenGov will:
● Provide configuration services based on the Project Workbook, including:
o Up to ten (10) custom fields and up to two (2) custom layouts per asset type listed in the Assets section below
o Up to thirty (30) custom fields and up to ten (10) custom layouts to be utilized in any of the shared areas of the system, such as Tasks o Up to twenty (20) automations
o Up to twenty (20) preventative maintenance plans
● Provide up to eight (8) custom reports based on the report formats provided during scoping. The following custom reports are included:
o Automotive Inspection Report
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o Industrial/Commercial Pretreatment/Pollution Prevention Inspection Report
o City of Sunnyvale – Inspection Notice
o Standard Stormwater Treatment BMP Inspection Data Collection Form o Food Service Inspection Report
o Grease Removal Device Inspection Report
o Dental Inspection Form
o Illicit Discharge Detection and Elimination Reporting Form ● Provide up to seven (7) sessions of con figuration review to ensure con figurations resulting from the validation workshop effectively support all work flows and processes discussed, and to reinforce such con figurations with customer stakeholders to adequately prepare for train-the-trainer training. ● Provide configuration services related to MS4 workflows, including:
○ Up to forty (40) custom fields and up to two (2) custom layouts to be utilized for MS4 inspections
○ Up to two (2) automations
○ Up to five (5) reports to be defined during validation workshop ● Provide up to four (4) sessions for use in the definition, development and configuration of a backflow testing methodology. This methodology will enable assigning and managing testing Tasks, using reports to create constituent communication, and automating the creation of recurring Tasks.
○ The services may include:
■ Workflow consultation
■ System configuration, including:
● Automations
● Preventative maintenance plans
● Structure and layouts
● Filters and layers
■ Training
○ Configure and provide five (5) custom report(s) as it pertains to backflow letters. ■ Customer will be responsible for providing sample reports or mockups to assist OpenGov staff in report validation tasks.
■ Report configuration will be performed utilizing standard software functionality.
■ Reports requiring script or other non-standard elements are not included in the scope of this project.

OpenGov Assumptions:
● Implementation of any custom modification developed by OpenGov; your internal staff; or any third-party is not included in the scope of this project unless specifically listed above.

Single Sign On (SSO) Integration
OpenGov will:
● Provide the SSO enablement form.
● Implement identity provider initiated SSO for Microsoft Entra ID.

Customer will:
● Complete the SSO enablement form.

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● Provide the information from the identity provided required to establish SAML or HTTPS certification and add OpenGov as a new application in the identity provider.

Completion Criteria
● Customer sign-off on the SSO Integration.

Data Services
OpenGov will:
● Provide one sandbox and one production data load service through standard import/export functionality. OpenGov will provide template documents for data population. Once populated by Customer staff, OpenGov will load the data into Customer sandbox or production OpenGov Asset Management environment. Data loads may include data such as:
o Parent level asset records
o Asset location (spatial x/y) attributes
o Parent level resource (Labor, Equipment Material, Vendor) records o Resource Rate (Labor, Equipment, Material) records
o Standard system libraries

OpenGov Assumptions:
● OpenGov assumes that the customer is responsible for performing quality control measures on its data in EAM.
● Data conversion services from other software system(s) or sources (including Navigator databases) are not included in the scope of this project unless specifically listed above.

Integrations

Salesforce 311 integration

OpenGov will:
● Provide the following bi-directional (two-way) integration service between Salesforce 311 and OpenGov. In the event that additional or alternative functionality is desired, OpenGov can provide an update to the scope and cost.

● The integration includes the following:
● Integration points:
○ Import new requests and updates from Salesforce 311 to EAM ○ Import new comments from Salesforce 311 to EAM
○ Import new attachments from Salesforce 311 to EAM
○ Import new and updated requesters from Salesforce 311 to EAM ○ Send request updates and completions from EAM to Salesforce 311 ○ Send new comments from EAM to Salesforce 311
○ Send new attachments from EAM to Salesforce 311

Assumptions:
● Default structure and configuration will be created in Enterprise Asset Management by OpenGov.

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● Non-default structure and configuration will be created and updated by the customer with the assistance of OpenGov.
● To associate incoming asset data to the OpenGov Task or other recordsets, the incoming data must include uniquely identifying fields for the asset that match fields that exist on the OpenGov asset.
● OpenGov configurable integration run intervals will be greater than or equal to 5 minutes. ● OpenGov will use the external system’s API to access all information. Any additional cost associated with using the API will not be the responsibility of OpenGov. ● OpenGov will have access to the external system’s API documentation and credentials to connect to the API before development begins.
● OpenGov will have access to a test instance for the external system via the API to allow for the development of the integration as well as testing with the customer before moving to production.
● Anything required outside of the above would require custom scoping to determine feasibility and level of effort.

California 811 Integration

OpenGov will:
● OpenGov will provide a bi-directional integration service between 811 and OpenGov. The integration includes the following:
○ 811 Tickets (formatted as XML).
○ Tasks are created in OpenGov from 811 Ticket Data.
○ This integration only adds Task records. Records are never updated. ○ When Tasks are completed in OMS the Positive Response will be updated in your 811 system
○ Integration Fields
■ Ticket Number - OpenGov 811 Ticket
■ Station Code - OpenGov 811 Member
■ Printable Text Information - OpenGov 811 Details
■ All values contained the XML ticket file will be:
■ Aggregated into printable text information and stored in 811 Details ■ Stored in HTML format version and attached to the record in OMS ■ OpenGov 811 Response Code - Positive Response
■ OpenGov 811 Response Comment (If required by state) - Positive Response Comment
■ 811 Response Status (Positive Response) - OpenGov 811 Response Status ■ 811 Response Results (Positive Response) - OpenGov 811 Response Results ■ OpenGov Fields set by Integration by default
■ Task ID: <ticket>-<revision>-<station code>-<year>
■ Asset Type: Non-Asset
■ Activity: Utility Locates
■ Department: 811
■ Shape: Polygon if available, otherwise centroid.

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■ Populate Address information that is available from the ticket ■ OpenGov Attachments
■ Original Ticket
■ Printable text as HTML
■ GIF image if available
○ Errors are handled as such:
■ Any files with errors are skipped. The error files are set to Other. ■ Errors can be reported via email using the standard ‘If an automation fails send a notification’ automation template within OMS.
■ All files not designated as 811 tickets are skipped but will not produce an error.
■ Duplicate records cause an error
SCADA Integration
OpenGov Will:
● Provide the following standard, uni-directional (one-way) integration service between SCADA and OpenGov. In the event that additional or alternative functionality is desired, OpenGov can provide an update to the scope and cost.
○ The standard integration includes the following:
○ OpenGov will provide the following integration points:
■ Retrieve specified asset usage log data, and associate logs to the corresponding asset to support standard Enterprise Asset Management preventative maintenance trigger and scheduling functionality. ○ OpenGov will provide an error logging capability to easily identify potential integration issues.
○ OpenGov will provide a customer-configurable time interval to manage integration frequency.
○ Assumptions
■ The integration will include up to 12 fields (in the same OpenGov recordset) ■ Customer staff will be responsible for populating required Tag values utilized to support integration triggers.
■ All data must be accessible to the OpenGov service from a SQL DB, SQL View, Comma Delimited File
■ Customer will be responsible for configuring automated exports from system
■ OpenGov will install an agent (software executable) on the customer's server where the system export resides to upload data to OpenGov. ■ Customers server must have access to the internet
■ The customer will be responsible for creating separate export files for different asset types. If there are multiple asset types, they cannot all be in one file.

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Naviline Integration
OpenGov will:
● Provide the following standard, bi-directional (two-way) flat file integration service of water meter billing and work data between Naviline and OpenGov. ● The standard integration includes the following:
○ Integration points:
■ Incoming from Naviline to OpenGov
● Utility Billing work orders as Tasks
■ Outgoing from Cartegraph to Naviline
● Completed Tasks are exported from OpenGov and must be imported into Naviline by the user or a scheduled process, if possible. ● Assumptions
○ The integration includes up to twenty (20) fields in the same OpenGov table. ○ OpenGov will provide an error logging capability to easily identify potential integration issues.
○ OpenGov will provide a customer-configurable time interval to manage integration frequency.
○ All data must be accessible via flat-file format (.txt, .csv) ○ Customer will be responsible for configuring automated exports from Naviline ○ OpenGov will install an agent (software executable) on the customer's server where the Naviline export resides to upload data to OpenGov.
○ Customers server must have access to the internet
Tokay Integration
OpenGov will:
● Provide the following standard, bi-directional (two-way) flat file integration between Tokay and OpenGov.
● The standard integration includes the following:
○ Integration points:
■ Incoming from Tokay to OpenGov
● Work orders as Tasks
■ Outgoing from Cartegraph to Tokay
● Completed Tasks are exported from OpenGov and must be imported into Tokay by the user or a scheduled process, if possible. ● Assumptions
○ The integration includes up to twenty (20) fields in the same OpenGov table. ○ OpenGov will provide an error logging capability to easily identify potential integration issues.

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○ OpenGov will provide a customer-configurable time interval to manage integration frequency.
○ All data must be accessible via flat-file format (.txt, .csv) ○ Customer will be responsible for configuring automated exports from Tokay ○ OpenGov will install an agent (software executable) on the customer's server where the Tokay export resides to upload data to OpenGov.
○ Customers server must have access to the internet
Treekeeper Integration
OpenGov will:
● Provide the following standard, bi-directional (two-way) flat file integration between Treekeeper and OpenGov.
○ The standard integration includes the following:
■ Integration points:
● Incoming from Treekeeper to OpenGov
○ Work orders as Tasks
● Outgoing from Cartegraph to Treekeeper
○ Completed Tasks are exported from OpenGov and must be imported into Treekeeper by the user or a scheduled
process, if possible.
● Assumptions
○ The integration includes up to twenty (20) fields in the same OpenGov table. ○ OpenGov will provide an error logging capability to easily identify potential integration issues.
○ OpenGov will provide a customer-configurable time interval to manage integration frequency.
○ All data must be accessible via flat-file format (.txt, .csv) ○ Customer will be responsible for configuring automated exports from Treekeeper ○ OpenGov will install an agent (software executable) on the customer's server where the Treekeeper export resides to upload data to OpenGov. ○ Customers server must have access to the internet
SewerAI Integration
OpenGov will:
● OpenGov staff will provide a bi-directional (two-way) integration service between SewerAI and OpenGov. The integration includes:
● A two-way integration of data from the source system to OpenGov:
○ OpenGov will create inspection records with condition categories matched to the Structural and O&M index from the NASSCO inspection PS-12673.7
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○ OpenGov will link inspection records to a provided URL via the Attachments recordset
○ Completed Tasks are exported from OpenGov and must be imported into SewerAI+ by the user or a scheduled process, if possible. ○ For each integration point listed above, OpenGov will provide:
■ Up to 12 fields (in the same OpenGov recordset)
■ A sync using a unique ID
■ If ID exists; information will be updated
■ If ID does not exist; OpenGov will either produce an
error log message, ignore the imported record, or
create a new record in Enterprise Asset Management
based on client preference. Only one of the three
options may be selected for all import scenarios.
○ A customer-configurable runtime interval for the sync
Streetsaver Integration
OpenGov will:
● Provide the following standard, bi-directional (two-way) flat file integration between Streetsaver and OpenGov.
○ The standard integration includes the following:
■ Integration points:
● Incoming from Streetsaver to OpenGov
○ Work orders as Tasks
● Outgoing from Cartegraph to Streetsaver
○ Completed Tasks are exported from OpenGov and must be imported into Streetsaver by the user or a scheduled
process, if possible.
● Assumptions
○ The integration includes up to twenty (20) fields in the same OpenGov table. ○ OpenGov will provide an error logging capability to easily identify potential integration issues.
○ OpenGov will provide a customer-configurable time interval to manage integration frequency.
○ All data must be accessible via flat-file format (.txt, .csv) ○ Customer will be responsible for configuring automated exports from Streetsaver ○ OpenGov will install an agent (software executable) on the customer's server where the Streetsaver export resides to upload data to OpenGov. ○ Customers server must have access to the internet
DataWorks Integration
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OpenGov will:
● Provide the following standard, bi-directional (two-way) flat file integration between Data Works and OpenGov.
○ The standard integration includes the following:
■ Integration points:
● Incoming from Data Works to OpenGov
○ Work orders as Tasks
● Outgoing from Cartegraph to Data Works
○ Completed Tasks are exported from OpenGov and must be imported into Data Works by the user or a scheduled
process, if possible.
● Assumptions
○ The integration includes up to twenty (20) fields in the same OpenGov table. ○ OpenGov will provide an error logging capability to easily identify potential integration issues.
○ OpenGov will provide a customer-configurable time interval to manage integration frequency.
○ All data must be accessible via flat-file format (.txt, .csv) ○ Customer will be responsible for configuring automated exports from Data Works ○ OpenGov will install an agent (software executable) on the customer's server where the Data Works export resides to upload data to OpenGov. ○ Customers server must have access to the internet

Assets
OpenGov will:
● Provide installation and training on the following asset types:
o Transportation (8)
▪ Bridge; Light Fixture; Pavement; Sign; Guardrail; Marking; Pavement Area; Support
o Walkability (7)
▪ ADA Ramp; Pavement Area: Sign; Tree; Light Fixture; Sidewalk; Support
o Parks and Recreation (10)
▪ Athletic Space; Fence; Park; Park Structure; Playground Equipment; Bench; Landscape Area; Park Amenity; Playground; Tree
o Facilities (25)
▪ Facility; Other Site Construction; Selective Building Demolition; Site Improvement;  Site Preparation; Facility Floor; Basement Construction; Conveying; Exterior Enclosures; Facility
Electrical; Facility Equipment; Fire
Protection; Foundations; Furnishings; HVAC; Interior
Construction; Interior Finishes; Plumbing; Roo fing; Site PS-12673.7
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Electrical Utilities; Site Mechanical Utilities; Spaces; Special Construction; Stairs; Superstructure
o Stormwater (9)
▪ Storm Basin; Storm Channel; Storm Culvert; Storm Facility; Storm Inlet; Storm Manhole; Storm Outlet; Storm Pipe; Storm Pump o Water Distribution (9)
▪ Water Backflow; Water Facility; Water Hydrant; Water Lateral; Water Main; Water Meter; Water Pump; Water Valve; Water Storage Tank o Wastewater Collection / Sanitary Sewer (7)
▪ Sewer Cleanout; Sewer Facility; Sewer Force Main; Sewer Lateral; Sewer Main; Sewer Manhole; Sewer Pump
o Up to ten (10) Custom Asset Type(s) to be determined during Validation Workshop.

Completion Criteria:
● Customer sign-off on ability to login and access to the sandbox.

Train

Foundational Training
● Provide remote train-the-trainer training, up to two (2) hours, on overall system navigation and functionality to help familiarize Customer staff with the software environment and its common functions. Training topics include:
o Dashboards
o Standard KPI/ROI Gadgets
o Logins/Permission
o Layers
o Filters
o Maps
o Grids
o System Navigation
o Views (List & Detail)
o Standard Reports
o Attachments
o Requests, Work, Assets, Resources, Reports, and Administrator Tabs

OpenGov assumptions:
● OpenGov assumes that the customer is responsible for testing its workflows, automations, integrations, and configurations within the EAM and will update the configurations as part of its testing and training activities.

Train the Trainer Training Event
● Provide two (2) three-day (3-day) onsite "train-the-trainer" training events. The training agenda will be de fined and agreed upon by both OpenGov and Customer project manager. To avoid redundancy, and to utilize service time efficiently, PS-12673.7
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training may cover a subset of the assets listed in the Asset section of the scope.

Topics may include any of the following:
o Request Management:
▪ Requests
▪ Requesters
▪ Task Creation from Requests
▪ Issue library (including settings such as Applies to Asset and Non-Location)
▪ OpenGov recommended best practices for Request and Requester Management
o Work Management:
▪ Create Task(s) (Asset/Non-Asset)
▪ Assignments (Add, Edit, Remove)
▪ Task Menu Actions
▪ Related Work Items
▪ Create Work Order
▪ Associate Task to Work Order
▪ Repeat Work Orders
▪ Work Order Menu Actions
▪ Enter Resources
▪ Timesheets
▪ Activity library (including settings such as Applies to Asset, Inspection, Key Dates, Cost, and Productivity)
▪ OpenGov recommended best practices for Work Management o Asset Management:
▪ Asset Details
▪ Preventative Maintenance Plans
▪ Inspections
▪ Linked assets (if applicable)
▪ Container/Component Relationships (if applicable)
▪ OpenGov recommended best practices for Asset Management o Resource Management:
▪ Resource Details
▪ Labor/Equipment Rates
▪ Material Management (Stock, Usage, Adjustments)
▪ Vendor Price Quotes
▪ OpenGov recommended best practices for Resource Management o OpenGov Mobile:
▪ Overall system functionality (Navigation, Interface, Maps, Attachments, Sorting)
▪ Work Management
● Create and Update Tasks (Asset/Non-Asset)
● Assign Tasks
● Enter Resources
● Inspections
▪ Asset Management
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● Create and Update Assets
▪ Request Management
● View and Update Requests
● View Requester information
● Create Task from Request
▪ OpenGov recommended best practices for mobile device use o Administrator:
▪ Administrator:
● User Administration, Role Administration, Asset Administration, Record Filter Administration, Import/Export, Scheduled Process Log, Error Log
▪ Settings:
● System Settings, Map Administration, Geocode Settings, GIS Integration settings, Asset Color Manager
▪ Manager:
● Layout Manager, Library Manager, Preventative Maintenance, Asset Condition Manager, Noti
fication Manager, Structure Manager,
Automation Manager

User Acceptance Testing

OpenGov will:
● Provide a test period following training for the customer to review all configurations and workflows.
● Provide a weekly Q&A meeting to review executed scenarios, pass/fail findings, and any documented issues.
● Support re-testing of resolved issues and regression testing of resolved issues to ensure fixes do not negatively impact existing workflows.
● Update Project Workbook to reflect Q&A topics discussed during testing and training.

Customer will:
● Execute testing within the test period.
● Record pass/fail and document issues with sufficient detail for resolution. ● Re-test resolved issues to confirm resolution and perform regression testing to confirm existing workflows continue to function as expected.

Completion Criteria:
● Testing period completed by the customer.

End User Training Event
OpenGov will:
● Provide a three-day (3-day) onsite "End User" training event. The training agenda will be de fined and agreed upon by both OpenGov and Customer project manager. To avoid redundancy, and to utilize service time efficiently, training will focus on end-user workflows and may cover a subset of the assets listed in the Asset section of the scope. Workflow training may include any of the following:
o Request Management:
▪ Requests
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▪ Requesters
▪ Task Creation from Requests
▪ Issue library (including settings such as Applies to Asset and Non-Location)
▪ OpenGov recommended best practices for Request and Requester Management
o Work Management:
▪ Create Task(s) (Asset/Non-Asset)
▪ Assignments (Add, Edit, Remove)
▪ Task Menu Actions
▪ Related Work Items
▪ Create Work Order
▪ Associate Task to Work Order
▪ Repeat Work Orders
▪ Work Order Menu Actions
▪ Enter Resources
▪ Timesheets
▪ Activity library (including settings such as Applies to Asset, Inspection, Key Dates, Cost, and Productivity)
▪ OpenGov recommended best practices for Work Management o Asset Management:
▪ Asset Details
▪ Preventative Maintenance Plans
▪ Inspections
▪ Linked assets (if applicable)
▪ Container/Component Relationships (if applicable)
▪ OpenGov recommended best practices for Asset Management o Resource Management:
▪ Resource Details
▪ Labor/Equipment Rates
▪ Material Management (Stock, Usage, Adjustments)
▪ Vendor Price Quotes
▪ OpenGov recommended best practices for Resource Management o OpenGov Mobile:
▪ Overall system functionality (Navigation, Interface, Maps, Attachments, Sorting)
▪ Work Management
● Create and Update Tasks (Asset/Non-Asset)
● Assign Tasks
● Enter Resources
● Inspections
▪ Asset Management
● Create and Update Assets
▪ Request Management
● View and Update Requests
● View Requester Information
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● Create Task from Request
▪ OpenGov recommended best practices for mobile device use o Administrator:
▪ Administrator:
● User Administration, Role Administration, Asset Administration, Record Filter Administration, Import/Export, Scheduled Process Log, Error Log
▪ Settings:
● System Settings, Map Administration, Geocode Settings, GIS Integration settings, Asset Color Manager
▪ Manager:
● Layout Manager, Library Manager, Preventative Maintenance, Asset Condition Manager, Noti
fication Manager, Structure Manager,
Automation Manager

Core Training:
● Provide remote train-the-trainer training, up to two (2) sessions on OpenGov Asset Builder. Training topics include:
o OpenGov Asset Management Administrator
▪ Structure Manager
▪ Library Manager
▪ Layout Manager
▪ User/Role Configurations
o OpenGov recommended best practices for expanding the system’s use and/or building assets
● Provide Preventative Maintenance Plans remote train-the-trainer training, up to two (2) sessions. Training topics include:
o Preventative Maintenance
o OpenGov recommended best practices for proactive asset management ● Provide Advanced Inspections, Asset Condition Manager, and Asset Risk remote train-the-trainer training, up to three (3) sessions. Training topics include:
o Performance Management
▪ Prediction Groups
▪ Minimum Condition Groups
▪ Activities and Impacts
▪ Criticality Factor
▪ Install/Replaced Dates
o Business Risk Exposure
▪ Risk
▪ Consequence of Failure
▪ Probability of Failure
o OpenGov recommended best practices for Asset Risk Functionality , advanced inspections and condition management
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● Provide Internal Request remote train-the-trainer training, up to two (2) sessions.

Training topics include:
o Internal Requests
▪ Users
▪ Views
▪ Issue Library settings and management
o OpenGov recommended best practices for advanced request management ● Provide Advanced Material Management and Material Planning remote train-the-trainer training, up to four (4) sessions. Training topics include:
● Material Locations
● Material Transfers
● Material Orders
● Settings:
o Vendor Price Quotes
o Re-order points
● Material Planning
o Status Default
o Workflow Setup
o Notifications
● OpenGov recommended best practices for advanced material management and Material Planning.
● Provide remote train-the-trainer training, up to three (3) sessions on OpenGov Asset Management Reporting functionality. Training topics include:
● Security/Roles
● Report Designer
o Report Types, Report Styling, Filtering\Parameters, Basic Formulas, Grouping/Sorting
● Report Viewer
● Reporting best practices and solution tips/tricks.

Completion Criteria
● Core Training and train-the-trainer has been conducted.

Launch

OpenGov will:
● Provide a three-day (3-day) onsite Go Live Event. The agenda will be defined, and agreed upon, by both Customer and OpenGov’s project managers. Topics may include any of the following:
o Refresher training for items listed in the scope of work o Software and process support for staff during production roll out o Field, Layout, and Report configuration guidance, if applicable Completion Criteria:
● Go Live Support has been conducted.

PS-12673.7
21 Attachment 1

OpenGov Inc.
660 3rd Street, Suite 100
San Francisco, CA 94107
United States
Order Form Number: Q-20543 Prepared By: Karina Erickson Created On: 09/15/2026 Email: [email protected] Order Form Expiration: 09/30/2026 Contract Term: 120 Months Subscription Start Date: 10/01/2026
Subscription End Date: 09/30/2036
Customer Information:

Customer: City of Sunnyvale, CA Contact Name: Lisa Vo Bill To/Ship To: PO Box 3707 Email: [email protected] Sunnyvale, California Phone: +1 800-807-6755
94085
United States
Order Details:

Billing Frequency: Prepaid
Payment Terms: Net 30 Days
SOFTWARE SERVICES:

Product Name Start Date End Date Annual Fee
811 Integration 10/01/2026 09/30/2027 $13,514.00
Asset Management Base Bundle 10/01/2026 09/30/2027 $88,400.00 Facilities Domain 10/01/2026 09/30/2027 $29,575.00
Parks & Recreation Domain 10/01/2026 09/30/2027 $21,125.00 Stormwater Domain 10/01/2026 09/30/2027 $21,125.00
Transportation Domain 10/01/2026 09/30/2027 $29,575.00
Walkability Domain 10/01/2026 09/30/2027 $16,900.00
Wastewater Collection 10/01/2026 09/30/2027 $21,125.00

EXHIBIT B
Attachment 1

Water Distribution Domain 10/01/2026 09/30/2027 $29,575.00 811 Integration 10/01/2027 09/30/2028 $14,189.70
Asset Management Base Bundle 10/01/2027 09/30/2028 $92,820.00 Facilities Domain 10/01/2027 09/30/2028 $31,053.75
Parks & Recreation Domain 10/01/2027 09/30/2028 $22,181.25 Stormwater Domain 10/01/2027 09/30/2028 $22,181.25
Transportation Domain 10/01/2027 09/30/2028 $31,053.75
Walkability Domain 10/01/2027 09/30/2028 $17,745.00
Wastewater Collection 10/01/2027 09/30/2028 $22,181.25
Water Distribution Domain 10/01/2027 09/30/2028 $31,053.75 811 Integration 10/01/2028 09/30/2029 $14,899.19
Asset Management Base Bundle 10/01/2028 09/30/2029 $97,461.00 Facilities Domain 10/01/2028 09/30/2029 $32,606.44
Parks & Recreation Domain 10/01/2028 09/30/2029 $23,290.31 Stormwater Domain 10/01/2028 09/30/2029 $23,290.31
Transportation Domain 10/01/2028 09/30/2029 $32,606.44
Walkability Domain 10/01/2028 09/30/2029 $18,632.25
Wastewater Collection 10/01/2028 09/30/2029 $23,290.31
Water Distribution Domain 10/01/2028 09/30/2029 $32,606.44 Attachment 1

811 Integration 10/01/2029 09/30/2030 $15,644.14
Asset Management Base Bundle 10/01/2029 09/30/2030 $102,334.05 Facilities Domain 10/01/2029 09/30/2030 $34,236.76
Parks & Recreation Domain 10/01/2029 09/30/2030 $24,454.83 Stormwater Domain 10/01/2029 09/30/2030 $24,454.83
Transportation Domain 10/01/2029 09/30/2030 $34,236.76
Walkability Domain 10/01/2029 09/30/2030 $19,563.86
Wastewater Collection 10/01/2029 09/30/2030 $24,454.83
Water Distribution Domain 10/01/2029 09/30/2030 $34,236.76 811 Integration 10/01/2030 09/30/2031 $16,426.35
Asset Management Base Bundle 10/01/2030 09/30/2031 $107,450.75 Facilities Domain 10/01/2030 09/30/2031 $35,948.60
Parks & Recreation Domain 10/01/2030 09/30/2031 $25,677.57 Stormwater Domain 10/01/2030 09/30/2031 $25,677.57
Transportation Domain 10/01/2030 09/30/2031 $35,948.60
Walkability Domain 10/01/2030 09/30/2031 $20,542.06
Wastewater Collection 10/01/2030 09/30/2031 $25,677.57
Water Distribution Domain 10/01/2030 09/30/2031 $35,948.60 811 Integration 10/01/2031 09/30/2032 $17,247.67
Attachment 1

Asset Management Base Bundle 10/01/2031 09/30/2032 $112,823.29 Facilities Domain 10/01/2031 09/30/2032 $37,746.03
Parks & Recreation Domain 10/01/2031 09/30/2032 $26,961.45 Stormwater Domain 10/01/2031 09/30/2032 $26,961.45
Transportation Domain 10/01/2031 09/30/2032 $37,746.03
Walkability Domain 10/01/2031 09/30/2032 $21,569.16
Wastewater Collection 10/01/2031 09/30/2032 $26,961.45
Water Distribution Domain 10/01/2031 09/30/2032 $37,746.03 811 Integration 10/01/2032 09/30/2033 $18,110.05
Asset Management Base Bundle 10/01/2032 09/30/2033 $118,464.46 Facilities Domain 10/01/2032 09/30/2033 $39,633.33
Parks & Recreation Domain 10/01/2032 09/30/2033 $28,309.52 Stormwater Domain 10/01/2032 09/30/2033 $28,309.52
Transportation Domain 10/01/2032 09/30/2033 $39,633.33
Walkability Domain 10/01/2032 09/30/2033 $22,647.62
Wastewater Collection 10/01/2032 09/30/2033 $28,309.52
Water Distribution Domain 10/01/2032 09/30/2033 $39,633.33 811 Integration 10/01/2033 09/30/2034 $19,015.56
Asset Management Base Bundle 10/01/2033 09/30/2034 $124,387.68 Attachment 1

Facilities Domain 10/01/2033 09/30/2034 $41,615.00
Parks & Recreation Domain 10/01/2033 09/30/2034 $29,725.00 Stormwater Domain 10/01/2033 09/30/2034 $29,725.00
Transportation Domain 10/01/2033 09/30/2034 $41,615.00
Walkability Domain 10/01/2033 09/30/2034 $23,780.00
Wastewater Collection 10/01/2033 09/30/2034 $29,725.00
Water Distribution Domain 10/01/2033 09/30/2034 $41,615.00 811 Integration 10/01/2034 09/30/2035 $19,966.33
Asset Management Base Bundle 10/01/2034 09/30/2035 $130,607.06 Facilities Domain 10/01/2034 09/30/2035 $43,695.74
Parks & Recreation Domain 10/01/2034 09/30/2035 $31,211.25 Stormwater Domain 10/01/2034 09/30/2035 $31,211.25
Transportation Domain 10/01/2034 09/30/2035 $43,695.74
Walkability Domain 10/01/2034 09/30/2035 $24,969.00
Wastewater Collection 10/01/2034 09/30/2035 $31,211.25
Water Distribution Domain 10/01/2034 09/30/2035 $43,695.74 811 Integration 10/01/2035 09/30/2036 $20,964.65
Asset Management Base Bundle 10/01/2035 09/30/2036 $137,137.41 Facilities Domain 10/01/2035 09/30/2036 $45,880.53
Attachment 1

Parks & Recreation Domain 10/01/2035 09/30/2036 $32,771.81 Stormwater Domain 10/01/2035 09/30/2036 $32,771.81
Transportation Domain 10/01/2035 09/30/2036 $45,880.53
Walkability Domain 10/01/2035 09/30/2036 $26,217.45
Wastewater Collection 10/01/2035 09/30/2036 $32,771.81
Water Distribution Domain 10/01/2035 09/30/2036 $45,880.53 PROFESSIONAL SERVICES:

Product Name Start Date Description Fee
Professional Services
Deployment - Fixed Fee
See Billing
Table
Custom Deployment from OpenGov Professional Services team.

Scope-dependent. $90,360.00
Professional Services
Deployment - Fixed Fee
See Billing
Table
Custom Deployment from OpenGov Professional Services team.

Scope-dependent. $90,360.00
Professional Services
Deployment - Fixed Fee
See Billing
Table
Custom Deployment from OpenGov Professional Services team.

Scope-dependent. $90,360.00
Professional Services
Deployment - Fixed Fee
See Billing
Table
Custom Deployment from OpenGov Professional Services team.

Scope-dependent. $90,360.00
Professional Services Total: $361,440.00
Travel and Expense (Billed as incurred and not to exceed): $16,800.00 Customer Billing/Service Periods:

Period: Total:
10/01/2026
Project Kickoff Completed
Validation Workshops Completed
Train-the-Trainer Completed
Upon Go-Live
$270,914.00
$90,360.00
$90,360.00
$90,360.00
$90,360.00
10/01/2027 $284,459.70
10/01/2028 $298,682.69
10/01/2029 $313,616.82
10/01/2030 $329,297.67
10/01/2031 $345,762.56
Attachment 1

10/01/2032 $363,050.68
10/01/2033 $381,203.24
10/01/2034 $400,263.36
10/01/2035 $420,276.53
Order Form Legal Terms:

Fees for the Software Services shall be due and payable at the beginning of each annual term, 30 days from receipt of the invoice.

Fees for the Professional Services shall be due and payable at the completion of each milestone as listed above , 30 days
from receipt of the invoice.

This order form entitles Customer to six (6) passes to the OpenGov Conference each year through 2036 provided there is an active subscription and the OpenGov Conference occurs. Conference passes are valid for event admission only; they do not include travel, lodging, meals, or other incidental expenses, which are the sole responsibility of the attendee.

Conference
passes are non-refundable and non-transferable. If the OpenGov Conference does not occur, Customer is not entitled to any credit or refund nor is it considered a breach of the Agreement.

Attachment 1

Data Processing Addendum
This Data Processing Addendum (“DPA”) is incorporated by reference into and supplements the Master Services Agreement (“MSA”) or the End User License Agreement (“EULA”), as applicable, by and between OpenGov and the Customer. This DPA applies to the extent OpenGov processes Personal Data on behalf of Customer in connection with the Software Services and/or Professional Services provided by OpenGov.

Capitalized terms used but not de
fined in this DPA have the meanings given in the Agreement.

1. Definitions.

1.1. 1.1. “Controller” means the party that determines the purpose and means of processing Personal Data, or as otherwise de
fined in the applicable law or regulation (including a
“Business” as such term is defined under any applicable Data Privacy Law).

1.2. 1.2. “Data Privacy Laws” means any applicable laws, or regulations concerning privacy or data protection in the USA, including but not limited to the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (collectively, the “CCPA”), the Virginia Consumer Data Protection Act (“VCDPA”), the Colorado Privacy Act (“CPA”), and any equivalent or successor laws.

1.3. 1.3. “Data Subject” means a natural person whose Personal Data is Processed.

1.4. 1.4. “Personal Data” means Customer Data that: (a) relates to, describes, identifies, or can reasonably be associated with or linked, directly or indirectly, to an identified or identifiable natural person or household including, without limitation, “personal information,” “personally identi
fiable information,” “sensitive personal information,” or similar terms as defined under applicable Data Privacy Laws; and (b) is Processed by OpenGov, or its agents or subcontractors, for the purposes of providing the Professional Services and/or Software Services. Notwithstanding the foregoing, Personal Data shall not include any Personal Data provided by Customer (including any such data transmitted through the Software Services) to OpenGov in a manner that makes such data public.

1.5. 1.5. “Personal Data Breach” means a confirmed breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.

1.6. 1.6. “Process” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means. “Processing,” “Processes,” and “Processed” shall be interpreted accordingly.

1.7. 1.7. “Processor” means the entity which Processes Personal Data on behalf of the Controller, or as otherwise de
fined in the applicable law or regulation (including a “Service Provider”, as such term is defined under any applicable Data Privacy Law).

1.8. 1.8. “Sub-processor” means an entity appointed by OpenGov to Process Personal Data on its behalf.

2. Purpose. This DPA governs the Processing of Personal Data under the Agreement and is entered into by the parties to ensure compliance with the Data Privacy Laws, where applicable.

3. Roles. For the avoidance of doubt, OpenGov shall be the Processor and the Customer shall be the Controller or Processor, as applicable.

4. Processing of Personal Data.

4.1. 4.1. Customer’s Processing of Personal Data. Customer, whether acting as Controller or Processor, shall Process Personal Data through the Software Services and/or Professional Services in compliance with all applicable Data Privacy Laws, including any notice obligations regarding OpenGov as Processor. Customer is solely responsible for the accuracy, quality, and lawfulness of the Personal Data and its collection, and warrants that 1 OpenGov Data Processing Addendum Revised July 13, 2026

EXHIBIT C
Attachment 1

its use of the Services does not infringe on any Data Subject’s rights.

4.2. 4.2. OpenGov’s Processing of Personal Data. OpenGov, as the Processor, shall only Process Personal Data as permitted by the Agreement and in compliance with all applicable Data Privacy Laws. OpenGov shall maintain the con
fidentiality of all Personal Data provided or
made available by the Controller and shall not disclose the Personal Data except as necessary to perform its obligations under the Agreement, to comply with applicable laws, or as expressly permitted in writing by the Controller. The Processor shall ensure that all persons authorized to process the Personal Data are subject to a duty of con fidentiality
under applicable laws or the Agreement.

5. Data Processing Restrictions. Customer shall not transmit to OpenGov or otherwise cause OpenGov to Process any data outside the scope of Personal Data, including but not limited to biometric information, criminal justice information, or payment card data governed by the Payment Card Industry Data Security Standard (PCI DSS). Customer will not transmit or cause OpenGov to Process any data related to an individual’s physical or mental health or condition, health treatment, or payment for health care except in connection with OpenGov’s Human Capital Management and/or Payroll product. OpenGov shall have no obligation or liability arising from any such unauthorized data.

6. Sub-Processors. OpenGov may engage Sub-processors that Process Personal Data. OpenGov will enter into a written agreement with each Sub-processor imposing data protection obligations to ensure an adequate level of protection for Personal Data, consistent with applicable Data Privacy Laws and no less protective than OpenGov’s obligations under this DPA.

7. Security Measures. OpenGov will use commercially reasonable security measures to protect Personal Data and ensure the confidentiality, integrity, and availability of OpenGov’s systems. These measures include industry-standard encryption, access controls, network monitoring, regular audits, and employee security training. OpenGov reviews and updates its security practices to address emerging threats.

8. Breach Notification. In the event of a Personal Data Breach, OpenGov shall notify Customer in the most expedient time possible and without unreasonable delay. Such notice shall include, to the extent known at the time of noti
fication: (a) the general nature of the incident, including the date; (b) the categories of affected individuals and records; (c) the likely consequences of the breach; and (d) the measures taken or proposed to address and mitigate its adverse effects. OpenGov shall provide regular updates regarding any material developments and shall reasonably cooperate with Customer to ensure compliance with applicable Data Privacy Laws.

9. Processing Obligations. With respect to the processing of Personal Data by OpenGov on behalf of Customer, OpenGov agrees to the following:

9.1. 9.1. To the extent that a Data Privacy Law applies to OpenGov, OpenGov shall comply with such Data Privacy Law in the processing of Personal Data;

9.2. 9.2. OpenGov shall adhere to Customer’s instructions regarding the Processing of Personal Data, and shall not use or disclose it for any purpose other than as provided in the Agreement;

9.3. 9.3. OpenGov will not sell or otherwise make Personal Data available to any third party for monetary or other valuable consideration;

9.4. 9.4. OpenGov will not share Personal Data with any third party for cross-context behavioral advertising;

9.5. 9.5. Customer will have sole responsibility in responding to rights asserted by an individual in relation to Personal Data under applicable Data Privacy Laws, and OpenGov shall, to the extent reasonably possible, assist Customer in responding to a Data Subject’s request under 2 OpenGov Data Processing Addendum Revised July 13, 2026 Attachment 1

applicable Data Privacy Laws; and

9.6. 9.6. Upon written request, and no more than once per year, OpenGov shall provide Customer’s designee with a copy of OpenGov’s SOC-2 report to demonstrate compliance with Data Privacy Laws, subject to con
fidentiality obligations.

10. Survival. The obligations of this DPA shall survive so long as OpenGov retains any Personal Data.

11. Legal Effect. Except as expressly amended or modified by this DPA, all other terms of the Agreement shall remain unchanged and in full force and effect.

12. Conflict. In the event of any conflict between the main body of the Agreement and this DPA, this DPA will control.
3 OpenGov Data Processing Addendum Revised July 13, 2026 Attachment 1

15 EXHIBIT D
OpenGov Master Services Agreement

The parties to this Master Services Agreement (this “Agreement”) are OpenGov, Inc., a Delaware corporation (“OpenGov”), and the party procuring OpenGov’s products and services (“Customer”). This Agreement, which becomes effective when fully executed (the “Effective Date”), sets forth the terms and conditions under which OpenGov will provide its products and services to Customer.

1. Definitions

1.1. “Customer Data” means the data that is provided by Customer to OpenGov pursuant to this Agreement (for example, by email or through Customer’s software systems of record), including any data transmitted through the Software Services.

1.2. “Documentation” means any written, electronic, or online materials produced by OpenGov, and made available to Customer in connection with the Software Services, including user guides, training materials, FAQs, and technical support content, but excluding Product Documentation.

1.3. “Intellectual Property Rights” means all past, present, and future intellectual property rights including those associated with works of authorship, copyrights, moral rights, trademarks, trade names, trade secrets, patent rights, and any other proprietary rights in intellectual property of every kind and nature.

1.4. “Order Form” means the document(s) separately executed by the parties or attached as an exhibit, that specifies the Software Services and the Professional Services that OpenGov will provide to Customer. All such Order Form(s) are incorporated into this Agreement by reference.

1.5. “Product Documentation” means the technical specifications that describe the features, functionality, configuration, and intended operation of the Software Services located at https://opengov.my.site.com/support/s/agreement-product-documentation, which is incorporated into this Agreement by reference.

1.6. "Professional Services" means the implementation, configuration, training, consulting, or other professional services provided by OpenGov or its authorized partners, and identified in the applicable Statement of Work.

1.7. "Software Services" means the commercial-off-the-shelf software products and services provided by OpenGov and identified in the applicable Order Form.

1.8. “Statement of Work” or “SOW” means the document(s) separately executed by the parties or attached as an exhibit to this Agreement or any applicable Order Form, that specifies the Professional Services that OpenGov will provide to Customer. All such SOW(s) are incorporated into this Agreement by reference.

2. Software Services and Professional Services
Attachment 1

16 2.1. Software Services.

2.1.1. Subject to the terms and conditions of this Agreement, OpenGov will use commercially reasonable efforts to provide the Software Services.

2.1.2. Support and Service Levels. Customer support is available by email to [email protected] or by using the chat messaging functionality of the Software Services. Customer may report issues any time; however, OpenGov will address issues during business hours. OpenGov will provide the applicable level of support in accordance with the Support and Software Service Levels located at https://opengov.com/service-sla, which is incorporated into this Agreement by reference.

2.2. Professional Services.

2.2.1. Subject to the terms and conditions of this Agreement, OpenGov will use commercially reasonable efforts to provide the Professional Services, if applicable. Unless otherwise specified in the SOW, any pre-paid Professional Services must be utilized within one year from the Effective Date.

2.2.2. Travel Expenses for Professional Services. Travel expenses, if any, will be set forth in the applicable Order Form or SOW. Any additional travel expenses shall be subject to Customer’s prior written approval and will be reimbursable by Customer.

3. Restrictions and Responsibilities

3.1. Restrictions. Customer may not use the Software Services in any manner or for any purpose other than as expressly permitted by the Agreement. In addition, Customer shall not, and shall not knowingly or negligently, permit or enable any third party to: (a) use or access any of the Software Services to build a competitive product or service; (b) modify, disassemble, decompile, reverse engineer or otherwise make any derivative use of the Software Services (except to the extent applicable laws specifically prohibit such restriction); (c) sell, license, rent, lease, assign, distribute, display, host, disclose, outsource, copy or otherwise commercially exploit the Software Services; (d) perform or disclose any benchmarking or performance testing of the Software Services, including but not limited to load testing or stress testing; (e) remove any proprietary notices included with the Software Services; (f) use the Software Services in violation of applicable law; or (g) transfer any personal, sensitive, or personally identifiable information to OpenGov in a manner that violates Customer's obligations under the Data Processing Addendum.

3.2. Responsibilities. Customer shall be responsible for obtaining and maintaining computers, third- party software systems of record, and application programming interfaces needed to connect to, access, or otherwise use the Software Services. Customer shall also be responsible for: (a) ensuring that such equipment is compatible with the Software Services, (b) maintaining the security of such equipment, user accounts, passwords and files, in accordance with industry standards, and (c) all uses of Customer user accounts by any party other than OpenGov.

OpenGov is not responsible for the operation, support, or security of any third-party software, systems, or services not provided by OpenGov.

Attachment 1

17 3.3. Data Processing Addendum. To the extent OpenGov processes any Customer Data that contains personal information, personally identifiable information, or sensitive personal information on behalf of Customer in the course of providing the Software Services and Professional Services under this Agreement, the parties agree to comply with the terms of the Data Processing Addendum, located at https://opengov.com/data-processing-addendum, which is incorporated into this Agreement by reference.

4. Intellectual Property Rights; License Grants; Access to Customer Data

4.1. OpenGov’s Intellectual Property Rights. OpenGov exclusively owns and retains all right, title, and interest to the Software Services, Professional Services, Documentation, and Product Documentation, including all Intellectual Property Rights therein. This includes, without limitation, all underlying technology, software, user interfaces, visual design elements (such as the “look and feel”), custom fonts, graphics, workflows, button icons, and any derivative works (e.g., enhancements, modifications, or corrections), including but not limited to those that are created in connection with or through the use of the Software Services, Professional Services, Documentation, or Product Documentation. Customer may not reproduce, modify, distribute, or create derivative works based on any part of the Software Services, in whole or in part, without OpenGov’s prior written consent.

4.2. License Grant to Customer. OpenGov grants Customer a non-exclusive, non-transferable, non- sublicensable, royalty-free license to use the Software Services, Documentation, and Product Documentation during the Term for its internal use and the purpose as described in this Agreement. No additional rights or licenses shall be deemed granted.

4.3. Customer’s Intellectual Property Rights. Customer retains all right, title, and interest, including all Intellectual Property Rights, in and to Customer Data. Customer grants OpenGov and its authorized partners (such as cloud hosting providers) a non-exclusive, royalty-free license to access, use, store, edit, reformat and otherwise process Customer Data for the purpose of providing, maintaining, developing, and improving OpenGov’s products and services.

4.4. Aggregated and Anonymized Data. Customer agrees that OpenGov and its authorized partners may use aggregated and anonymized data derived from Customer Data to provide, maintain, develop, and improve OpenGov’s products and services, to provide general customer service support and improvements, and to perform data and usage analytics. Any insights, developments, or improvements arising from such aggregated, anonymized data shall be owned by OpenGov.

4.5. Access to Customer Data. Customer may download Customer Data from the Software Services at any time during the Term, excluding during routine software maintenance periods. For a period of 30 days after expiration of the Term, Customer may request that OpenGov complete a one-time transfer of Customer Data in a format customarily used in the industry at OpenGov’s then-current hourly rate.

4.6. Deletion of Customer Data. Unless otherwise requested pursuant to this Section 4.6, upon the termination of this Agreement, Customer Data shall be deleted pursuant to OpenGov’s standard Attachment 1

18 data deletion and retention practices, which is to delete Customer Data 45 days after termination or expiration of the Agreement. Upon written request, Customer may request deletion of Customer Data prior to the date of termination of this Agreement, in accordance with the notice requirements set forth in Section 10.2.

4.7. Feedback. “Feedback” means any suggestions, comments, ideas, recommendations, usage, or other input provided by Customer to OpenGov regarding the services. Customer grants OpenGov a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license to use such Feedback in the Software Services, Professional Services, Documentation and Product Documentation. OpenGov will exclusively own all right, title, and interest, including all Intellectual Property Rights, in and to any improvements, modifications, or derivative works to the Software Services, Professional Services, Documentation or Product Documentation that are based on or derived from such Feedback.

5. Confidentiality

5.1. “Confidential Information" means all confidential business, technical, and financial information of the disclosing party that is marked as “Confidential” or an equivalent designation or that should reasonably be understood to be confidential given the nature of the information and/or the circumstances surrounding the disclosure. OpenGov’s Confidential Information includes, without limitation, the software underlying the Software Services, Documentation, and Product Documentation.

5.2. Confidential Information does not include information that: (a) was publicly known or becomes publicly known through no breach of this Agreement by the receiving party; (b) is required to be disclosed upon request under any applicable federal, state, or local public records laws; (c) Customer expressly directs OpenGov make publicly available; (d) was lawfully known to the receiving party without restriction on disclosure before receipt from the disclosing party; (e) is disclosed to the receiving party by a third party who has the right to make such disclosure without restriction; or (f) is independently developed by the receiving party without access to the disclosing party’s Confidential Information.

5.3. Each party agrees to use the other's Confidential Information only in connection with this Agreement. Each party further agrees to protect the other party's Confidential Information using the measures that it employs with respect to its own Confidential Information of a similar nature, but in no event with less than reasonable care. If a party is required to disclose Confidential Information by law, subpoena, or court order, it must, to the extent legally permitted, promptly notify the other party in writing prior to the disclosure to give the other party an opportunity to oppose or limit the disclosure.

6. Term and Termination

6.1. Agreement Term. This Agreement begins on the Effective Date and will remain in effect until the termination or expiration of all active Order Forms entered into under this Agreement (“Term”), unless earlier terminated pursuant to this Section 6.

6.2. Renewal. Unless the parties enter into a new Order Form to renew the Agreement for an Attachment 1

19 additional period of no less than one year (“Renewal Term”), this Agreement shall terminate at the end of the applicable initial term or Renewal Term.

6.3. Termination for Cause. If either party materially breaches this Agreement and fails to cure such breach within 30 days after receiving written notice by the non-breaching party, the non- breaching party may terminate this Agreement.

6.4. Termination for Non-Appropriation. If required by applicable law, Customer may terminate this Agreement if it does not appropriate funds for a future fiscal year. In order to terminate for non- appropriation, Customer must provide at least 30 days’ prior written notice, provided it is after the first full year of the Agreement. Obligations to pay fees are non-cancelable, and payments are non-refundable. This section may not be used as a substitute for termination for convenience.

6.5. Effect of Termination. Upon termination of this Agreement pursuant to Section 6: (a) Customer shall pay in full for all of the Software Services and Professional Services for the then-current annual term; (b) OpenGov shall stop providing the Software Services and the Professional Services to Customer; and (c) with the exception of Customer Data, the return and deletion of which are addressed in Section 4, each party shall, upon request of the other party, return or delete any of the other party’s Confidential Information.

7. Payment of Fees

7.1. Fees; Invoicing; Payment; Expenses.

7.1.1. Fees. Fees for the Software Services and Professional Services are set forth in the applicable Order Form, and OpenGov will invoice Customer accordingly. Customer agrees to pay invoices within 30 days of receipt. Invoices are deemed received when OpenGov emails them to Customer’s designated billing contact. Obligations to pay fees are non-cancelable, and payments are non-refundable, except as expressly provided in Sections 8.1.2 and 8.1.3.

7.1.2. Annual Software Price Adjustment. OpenGov shall increase the fees for the Software Services during any Renewal Term by 5% each year or as otherwise agreed upon in the applicable renewal Order Form.

7.1.3. Travel Expenses. OpenGov will invoice Customer for travel expenses provided in the SOW or Order Form as they are incurred. Customer shall pay all such valid invoices within 30 days of receipt of invoice. Receipts shall be provided for the travel expenses listed on the invoice.

7.2. Consequences of Non-Payment. If Customer fails to make any payments required under any Order Form or SOW, then in addition to any other rights OpenGov may have under this Agreement or applicable law: (a) Customer will owe a late interest penalty of the maximum rate permitted by law; and (b) if Customer’s account remains delinquent (with respect to payment of an undisputed invoice) for 10 days after receipt of a delinquency notice from OpenGov, which may be provided via email to Customer’s designated billing contact, OpenGov may temporarily suspend Customer’s access to the Software Service for up to 90 days to pursue good faith negotiations before pursuing termination in accordance with Section 6.3. Customer Attachment 1

20 will continue to incur and owe all applicable fees irrespective of any such service suspension based on such Customer’s delinquency.

7.3. Taxes. Each party is responsible for the tax effects this Agreement imposes upon it. If Customer is tax-exempt, it will provide OpenGov its tax exemption certificate.

8. Representations and Warranties; Disclaimer

8.1. By OpenGov.

8.1.1. General Warranty. OpenGov represents and warrants that it has all right and authority necessary to enter into and perform this Agreement.

8.1.2. Professional Services Warranty. OpenGov further represents and warrants that the Professional Services, if any, will be performed in a professional and workmanlike manner in accordance with the related SOW and generally prevailing industry standards. For any breach of the Professional Services warranty, OpenGov will re-perform the applicable services. If OpenGov is unable to re-perform such work as warranted, Customer will be entitled to recover all fees paid to OpenGov for the deficient work. Customer must give written notice of any claim under this warranty to OpenGov within 90 days of the completion of the Professional Services pursuant to the applicable SOW to receive such warranty remedies.

8.1.3. Software Services Warranty. OpenGov further represents and warrants that for the Term, the Software Services will perform in all material respects in accordance with the then-current Product Documentation. The foregoing warranty does not apply to (a) any Software Services that have been used in a manner other than as set forth in this Agreement, or (b) any pre- release features, functionality, or beta software services that Customer elects to use in the beta phase of development. For any breach of the Software Services warranty, OpenGov will repair or replace any nonconforming Software Services so that the affected portion of the Software Services operates as warranted. If OpenGov is unable to do so, Customer may terminate the Agreement and will be entitled to a refund of the pre-paid, unused portion of the fees from the date of the discovery of the defect. Customer must give written notice of any claim under this warranty to OpenGov within 90 days of Customer discovering the defect to receive such warranty remedies.

8.2. By Customer. Customer represents and warrants that (a) it has all right and authority necessary to enter into and perform this Agreement and (b) OpenGov’s use of Customer Data pursuant to this Agreement will not infringe, violate or misappropriate Intellectual Property Rights of any third party.

8.3. Disclaimer. OPENGOV DOES NOT WARRANT THAT THE SOFTWARE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE SERVICES. EXCEPT AS SET FORTH IN THIS SECTION 8, THE SOFTWARE SERVICES ARE PROVIDED “AS IS” AND OPENGOV DISCLAIMS

ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED

WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON- Attachment 1

21 INFRINGEMENT.

9. Limitation of Liability

9.1. By Type. NEITHER PARTY, NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES,

CONTRACTORS OR EMPLOYEES, SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY

SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR

INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; OR (C) FOR ANY MATTER BEYOND A PARTY’S REASONABLE

CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

9.2. By Amount. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE, CUMULATIVE LIABILITY FOR

ANY CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE

FEES PAID OR PAYABLE BY CUSTOMER TO OPENGOV FOR THE SOFTWARE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE, CUMULATIVE LIABILITY FOR ANY CLAIMS

ARISING OUT OF A DATA BREACH EXCEED TWO TIMES THE FEES PAID OR PAYABLE BY CUSTOMER TO OPENGOV FOR THE SOFTWARE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.

9.3. Limitation of Liability Exclusions. The limitations of liability set forth in Sections 9.1 and 9.2 above do not apply to, and each party accepts liability to the other for: (a) claims arising out of fraud or willful misconduct by either party; (b) either party’s infringement of the other party’s Intellectual Property Rights; (c) breach of obligations under Section 3.1; and (d) payment obligations under this Agreement.

9.4. No Limitation of Liability by Law. Because some jurisdictions do not allow liability or damages to be limited to the extent set forth above, some of the above limitations may not apply.

10. Miscellaneous

10.1. Logo Use. OpenGov shall have the right to use and display Customer’s logos and trade names for marketing and promotional purposes in OpenGov’s website and marketing materials, subject to Customer’s trademark usage guidelines provided to OpenGov.

10.2. Notice. Ordinary day-to-day operational communications may be conducted by email, live chat or telephone. For notices required by the Agreement the parties must communicate more formally in a writing sent via USPS certified mail and via email. OpenGov’s addresses for notice are: [email protected] with a mailed copy to OpenGov, Inc., 660 3rd Street, Suite 100, San Francisco, CA 94107.

10.3. Anti-corruption. Neither OpenGov nor any of its employees or agents has offered or provided any illegal or improper payment, gift, or transfer of value in connection with this Agreement. The parties will promptly notify each other if they become aware of any violation of any applicable anti-corruption laws in connection with this Agreement.

Attachment 1

22 10.4. Injunctive Relief. The parties acknowledge that any breach of the confidentiality provisions or the unauthorized use of a party’s intellectual property may result in serious and irreparable injury to the aggrieved party for which damages may not adequately compensate the aggrieved party. The parties agree, therefore, that, in addition to any other remedy that the aggrieved party may have, it shall be entitled to seek equitable injunctive relief without being required to post a bond or other surety or to prove either actual damages or that damages would be an inadequate remedy.

10.5. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement, due to any events beyond its reasonable control, including but not limited to acts of god, acts of governmental authority, war, riot, labor disputes, failures of performance by any third-party services, utilities, or equipment failures, or any other events beyond the party’s reasonable control. Notwithstanding the foregoing, Customer shall remain obligated to perform its obligations under Section 7.1.1.

10.6. Severability; Waiver. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement.

10.7. Survival. The following sections of this Agreement shall survive termination or expiration:

Section 5 (Confidentiality), Section 7 (Payment of Fees), Section 4.6 (Deletion of Customer Data), Section 8.3 (Warranty Disclaimer), Section 9 (Limitation of Liability), and Section 10 (Miscellaneous).

10.8. Assignment. There are no third-party beneficiaries to this Agreement. Neither party may assign, or otherwise transfer this Agreement without the other party's written consent, which consent may not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, either party may assign, without such consent but upon written notice, its rights and obligations under this Agreement to its corporate affiliate or to any entity that acquires all or substantially all of its capital stock or its assets related to this Agreement, through purchase, merger, consolidation, or otherwise. Any other attempted assignment shall be void. This Agreement will benefit and bind permitted assigns and successors.

10.9. Independent Contractors. This Agreement does not create an agency, partnership, joint venture, or employment relationship, and neither party has any authority to bind the other.

10.10. Governing Law and Jurisdiction. This Agreement will be governed by the laws of Customer’s jurisdiction, without regard to conflict of laws principles. The parties submit to personal jurisdiction and venue in the courts of Customer’s jurisdiction.

10.11. Complete Agreement. OpenGov has made no other promises or representations to Customer other than those contained in this Agreement. Any additional or different terms in a purchase order or click-through agreement are expressly rejected by the parties and are void. Any modification to this Agreement must be in writing and signed by an authorized representative of Attachment 1

23 each party. No third parties are authorized to modify this Agreement. If there is a conflict between this Agreement and any other attached or incorporated document, the terms of this Agreement will control unless expressly stated otherwise.

Attachment 1

Support and Software Service Levels
This Support and Software Services Levels Exhibit (“Support Exhibit”) applies to OpenGov’s Master Services Agreement or End User License Agreement (each the “Agreement”). Capitalized terms not de
fined herein have the meaning indicated in the Agreement. To access support and receive important notifications about changes to the Software Services, Customers must opt in to OpenGov’s support portal (the “OpenGov Help Center”).

1. Support for OpenGov Software Services
Table 1: Standard and Premium Support Offerings
Offering Standard Premium
Unlimited Number of Support Cases per Year ✔ ✔
Unlimited Access to OpenGov Help Center ✔ ✔
Unlimited Access to OpenGov Status Page ✔ ✔
Unlimited Access to OpenGov University ✔ ✔
Access to Phone/Chat Support 4:00 AM PT to 7:00 PM PT Monday through Friday, excluding OpenGov holidays
✔ ✔
Increased Response Times - ✔*
* See Table 2 for increased response times for premium support, which includes 24/7/365 support for Urgent severity cases.

Table 2: Severity Levels and First Response Times
Severity
Level* Severity Definition
First Response Time
Standard Premium
Urgent
Complete loss of Software Services with no workaround,
blocking the Customer's business operations.

One (1)
Business Hour
One (1)
Calendar Hour
High
Severe defect or configuration issue with no workaround, causing significant disruption to the Customer's business operations.

One (1)
Business Day
Two (2)
Business
Hours
Normal
Partial reduction in Software Services with a workaround available, resulting in low-to-medium impact on the
Customer's operations.

Four (4)
Business Days
Eight (8)
Business
Hours
Low
Routine support requests for minor issues with negligible to low impact on the Customer's business operations.

Eight (8)
Business Days
Two (2)
Business Days
* OpenGov will determine the Severity Level assigned to each support issue in its reasonable discretion, but taking into consideration the Severity Level input by Customer.

2. OpenGov Uptime Percentage

2.1. OpenGov’s Quarterly Uptime Percentage is 99.9% for the Software Services (excluding any OpenGov software not hosted by OpenGov).

2.2.  Unavailability is defined as any 1-minute period where all connection requests to the Software Services fail (“Failed Connection”). A Failed Connection is counted only once per

EXHIBIT E
Attachment 1

1-minute period and not across overlapping periods (e.g., 12:00:00–12:00:59 and 12:00:30–12:01:29). OpenGov measures uptime using industry-standard monitoring tools.

2.3.  “Quarterly Uptime Percentage” is calculated by subtracting from 100 the percentage of 1-minute periods during any quarterly billing cycle that the Software Services are Unavailable out of the total number of minutes in that quarterly billing cycle.

2.4. Process. Customers shall notify OpenGov of any Unavailability via the OpenGov Help Center within 30 days of the Unavailability event.

3. Exclusions. This Support Exhibit does not apply to any:

3.1. Features designated Beta;

3.2.  Issues or configuration changes caused by third party software or services;

3.3.  Scheduled maintenance communicated at least 24 hours in advance via the OpenGov Help Center;

3.4. Support for issues related to the operation of the Software Services due to Customer’s firewall or hardware (e.g. personal computers or browser issues) and loading required add-on programs;

3.5.  Unforeseen high user request volume from the Customer;

3.6.  On-site support; and

3.7.  Errors resulting from:

3.7.1. Abuses or behaviors violating the Agreement;

3.7.2. Customer’s unauthorized actions, inaction, or those of Customer’s employees, agents, contractors, or vendors, or unauthorized access through Customer’s passwords or equipment due to inadequate security practices;

3.7.3. Failure to adhere to required configurations, use supported platforms, follow acceptable use policies, or misuse the Software Services beyond its intended functionality or OpenGov’s published guidance.

Attachment 1