HomeMy WebLinkAboutOpenGov Software AgreementDocuSign Envelope ID: C3C91AB8-E9A1-4110-B7BA-D078AA97BCC6
County of Kittitas
Tyler Tushkov
WA
United States
Phone: 509-962-7510
Fax:
Email: tyler.tushkov@co.kittitas.wa.us
All Prices are in US Dollar (USO)
Product
1 Basic Operational Performance Deployment -Prepaid Hours -Between
OpenGov -Part#: n/a
2 Budgeting and Planning -Between $80-100 Million -5Y
OpenGov -Part#: na
3 Custom Integrations -Between $80-100 Million -SY
OpenGov -Part#: na
4 Operational Performance -Between $80-100 Million -SY
OpenGov -Part#: na
5 Standard Budget Book On-Boarding Package -Between $80-100 Million -0Y
OpenGov -Part#: na
6 Standard Budgeting and Planning Deployment -Prepaid Hours -Between
OpenGov -Part#: na
Additional Comments
Pricing Proposal
Quotation#: 15474374
Created On: 6/11/2018
Valid Until: 6/30/201 B
Irene Cook
Phone:
Fax:
Emal: irene_cook@shi.com
Qty Your Price Total
$6,820.00 $6,820.00
5 $29,186.00 $14S,930.00
5 $4,080.00 $20,400.00
5 $26,846.00 $134,230.00
$13,000.00 $13,000.00
1 $19,050.00 $19,0S0.00
Total $339,430.00
Thank you for choosing SHI International Corp! The pricing offered on this quote proposal is valid through the expiration date set
above. To ensure the best level of service, please provide End User Name, Phone Number, Email Address and applicable Contract
Number when submitting a Purchase Order.
NASPO ValuePoint -Cloud Solutions Contract Number
AR2472
Payment terms are annual-the annual fee, after year 1 = $60,112 and cost yr 1 = $98,982
SHI International Corp. is 100% Minority Owned, Woman Owned Business.
TAX ID# 22-3009648; DUNS# 61-1429481; CCR# 61-2439S7G; CAGE 1 HTF0
The Products offered under this proposal are subject to the SHI Return Policy posted at•www,slli,cpmlrel{lmno/fcy, unless there is
an existing agreement between SHI and the Customer.
DocuSign Envelope ID: C3C91AB8-E9A 1-411 0-B7BA-D078AA97BCC6
OPENGOV SOFTWARE SERVICES AGREEMENT
OPENGOV SOFTWARE SERVICES AGREEMENT
This Software Services Agreement (this "Agreement") is entered into by OpenGov, Inc., a Delaware corporation
with a principal place of business at 955 Charter Street, Redwood City, California 94063 ("OpenGov") and the
customer listed on the signature block below ("Customer"), as of the date of last signature below (the "Effective
Date"). This Agreement sets forth the terms under which Customer will be permitted to use OpenGov's hosted
software services.
1. DEFINITIONS
"Customer Data " means data that is provided by Customer to OpenGov pursuant to this Agreement (for
example, by email or through Customer's software systems of record). Customer Data shall not include any
confidential personally identifiable information.
"Documentation" means the documentation for the Software Services at the Customer Resource Center page
found at https://opengov.zendesk.com.
"Feedb.aok" means suggestions, comments, improvements, ideas, or other feedback or materials regarding
the Software Services provided by Customer to OpenGov, including feedback provided through online developer
community forums.
"lnilial Term " means the initial license term specified in number of years on the Order Form, commencing on
the Effective Date.
"l ote·nectual Properly Rights " means all intellectual property rights including all past, present, and future rights
associated with works of authorship, including exclusive exploitation rights, copyrights, and moral rights, trademark
and trade name rights and similar rights, trade secret rights, patent rights, and any other proprietary rights in
intellectual property of every kind and nature.
"Order Fom1" means OpenGov's Software Services order form that: (a) specifies the Software Services
provided by OpenGov; (b) references this Agreement; and (c) is signed by authorized representatives of both
parties.
"Renewal Term " means each additional renewal period, which shall be for a period of equal duration as the
Initial Term, for which this Agreement is extended pursuant to Section 7.2.
2. SOFTWARE SERVICES, SUPPORT AND PROFESSIONAL SERVICES
2.1 Software· Serv ices . Subject to the terms and conditions of this Agreement, OpenGov will use commercially
reasonable efforts to perform the software services identified in the applicable Order Form entered into by OpenGov
and Customer ("Software Services").
2.2 Support. Customer support is available by email to support@opengov.com or by using the chat messaging
functionality of the Software Services, both of which are available during OpenGov's standard business hours.
Customer may report issues any time. However, OpenGov will address issues during business hours.
2.3 Professional Services.
(a) If OpenGov or its authorized independent contractors provides professional services to Customer, such as
implementation services, then these professional services will be described in a statement of work signed by the
parties ("SOW") and attached as an exhibit to this Agreement (the "Professional Services"). For Professional
Services performed on a time and materials basis, any pre-paid Professional Services Fees must be utilized within
one (1) year from the Effective Date. Any unused pre-paid Professional Services Fees shall be forfeited.
(b) Unless the SOW provides otherwise, all reasonable travel expenses incurred by OpenGov in performing
the professional services will be reimbursed by Customer. Travel expenses include cost of coach airfare travel
round trip from San Francisco, California to Customer's location, reasonable hotel accommodations, ground
transportation and meals.
Confidential OpenGov
Rev. 201B.01_1B0525
DocuSign Envelope ID : C3C91AB8-E9A1 -4110-B7BA-O078AA97BCC6
OPENGOV SOFTWARE SERVICES AGREEMENT
3. RESTRICTIONS AND RESPONSIBILITIES
3 .1 Restrictions . Customer may not use the Software Services in any manner or for any purpose other than as
expressly permitted by the Agreement. Customer shall not, and shall not permit or enable any third party to : (a)
use or access any of the Software Services to build a competitive product or service; (b) modify, disassemble,
decompile, reverse engineer or otherwise make any derivative use of the Software Services (except to the extent
applicable laws specifically prohibit such restriction); (c) sell, license, rent, lease, assign, distribute, display, host,
disclose, outsource or otherwise commercially exploit the copy, rent, lease, distribute, assign , sell, or otherwise
commercially exploit the Software Services; (d) perform or disclose any benchmarking or performance testing of
the Software Services; (e) remove any proprietary notices included with the Software Services; (f) use the Software
Services in violation of applicable law; or (g) transfer any confidential personally identifiable information to OpenGov
or the Software Services platform .
3.2 Responsibilllies. Customer shall be respo ns ible for obta ifling and maintaining compu ters and third party
software systems of re cord (such as Customer's ERP systems) need ed to connect to, access or otherwise use the
Software Services. Customer also shall be responsible for: (a) ensuring that such equipment is compatible with the
Software Services, (b) maintaining the security of such equipment, user accounts , passwords and files, and (c) all
uses of Customer user accounts by any party other than OpenGov.
4. INTELLECTUAL PROPERTY RIGHTS; LICENSE GRANTS; ACCESS TO CUSTOMER DATA
4.1 Software Services . OpenGov retains all right, title, and interest in the Software Services and all Intellectual
Property Rights in the Software Services. The look and feel of the Software Services, including any custom fonts ,
graphics and button icons, are the property of OpenGov and Customer may not copy, imitate, or use them, in whole
or in part, without OpenGov's prior written consent. Subject to Customer's obligations under this Agreement,
OpenGov hereby grants to Customer a non-exclusive, royalty-free license during the Term to use the Software
Services.
4.2 Customer Data. Customer retains all right, title, and interest in the Customer Data and all Intellectual Property
Rights therein . Customer hereby grants to OpenGov a non-exclusive, royalty-free license to, and permit its partners
to, use, store, edit and reformat the Customer Data, and to use Customer Data for purposes of sales, marketing,
business development, product enhancement, customer service, or for analyzing such data and publicly disclosing
such analysis ("Insights"), provided that in all such uses Customer Data is rendered anonymous such that
Customer is no longer identifiable.
4.3 Access to Customer Data. Customer may download the Customer Data from the Software Services at any
time during the Term, other than during routine software maintenance periods. OpenGov has no obligation to return
Customer Data to Customer.
4.4 Feed back. Customer hereby grants to OpenGov a non-exclusive, royalty-free, irrevocable, perpetual,
worldwide license to use and incorporate into the Software Services and Documentation Customer's Feedback.
OpenGov will exclusively own any improvements or modifications to the Software Services and Documentation
based on or derived from any of Customer's Feedback including all Intellectual Property Rights in and to the
improvements and modifications.
5. CONFIDENTIALITY
5.1 Each party (the "Receiving Party") agrees not to disclose any Confidential Information of the other party (the
"Disclosing Party") without the Disclosing Party's prior written consent, except as provided below. The Receiving
Party further agrees : (a) to use and disclose the Confidential Information only in connection with this Agreement;
and (b) to protect such Confidential Information using the measures that Receiving Party employs with respect to
its own Confidential Information of a similar nature, but in no event with less than reasonable care. Notwithstanding
the above, the Receiving Party may disclose Confidential Information to the extent required by law or court order,
Confidential OpenGov
Rev. 2018.01 _180525
Doc uS ign Envelope ID : C3C91AB8-E9A1-4110-B7BA-D078AA97BCC6
OPENGOV SOFTWARE SERVICES AGREEMENT
provided that prior written notice of such required disclosure and an opportunity to oppose or limit disclosure is
given to the Disclosing Party.
5.2 "Confidential Information" means all confidential business, technical, and financial information of the
disclosing party that is marked as "Confidential" or an equivalent designation or that should reasonably be
understood to be confidential given the nature of the information and/or the circumstances surrounding the
disclosure (including the terms of the applicable Software Agreement). OpenGov's Confidential Information
includes, without limitation, the software underlying the Software Services and all Documentation.
5.3 Notwithstanding the foregoing, "Confidential Information" does not include: (a) "Public Data," which is data
that the Customer has previously released to the public, would be required to release to the public, upon request,
according to applicable federal, state, or local public records laws, or Customer requests OpenGov make available
to the public in conjunction with the Software Services. Confidential Information does not include (b) information
that has become publicly known through no breach by the receiving party; (c) information that was rightfully received
by the Receiving Party from a third party without restriction on use or disclosure; or (d) information independently
developed by the Receiving Party without access to the Disclosing Party's Confidential Information.
5.4 Notwithstanding the foregoing, Customer shall have the right to disclose the OpenGov proposal and a
description of Software Services as part of its council approval process .
6. PAYMENT OF FEES
6.1 Fees: Invoicing ; Payment: Expenses .
(a) Fees. The fees for the Software Services for the Initial Term and any Renewal Term ("Software Services
Fees") and the fees for Professional Services ("Professional Services Fees") are set forth in the applicable Order
Form. Software Services Fees and Professional Services Fees shall hereafter be referred to as "Fees".
(b) Inflation Adjustment. OpenGov may increase the Fees payable for the Software Services during any
Renewal Term by up to 4% each year of the Renewal Term to account for inflation , taking into consideration year-
over-year increases in the Consumer Price Index -All Urban Consumers (CPI-U).
(c) Invoi cing ~nd Payment. OpenGov will invoice the Customer according to the Billing Frequency listed on
the Order Form. Customer shall pay all invoices according to the Payment Terms listed on the Order Form.
(d) Travel Expenses. Unless the SOW provides otherwise, OpenGov will invoice Customer for travel expenses
incurred in connection with each SOW as they are incurred. Customer shall pay all such valid invoices within thirty
(30) days of receipt of invoice. Each invoice shall include receipts for the travel expenses listed on the invoice.
6.2 Credit Card Customers . In the event Customer elect to pay by credit card, Customer will provide OpenGov
with valid credit card information and promptly notify OpenGov of any changes necessary to charge the credit card
at billing@opengov .com . The provision of credit card information to OpenGov authorizes OpenGov to charge the
credit card for all applicable Fees plus a 3% credit card processing fee . OpenGov processes credit card payments
through a secure third party processing partner and does not take receipt of credit card information itself. As of the
Effective Date, Customer intends to not make payments using a credit card.
6.3 Taxes. All Fees under this Agreement are exclusive of any applicable sales, value-added, use or other taxes
("Sales Taxes"). Customer is solely responsible for any and all Sales Taxes, not including taxes based solely on
OpenGov's net income. If any Sales Taxes related to the Fees under this Agreement are found at any time to be
payable, the amount may be billed by OpenGov to, and shall be paid by, Customer. If Customer fails to pay any
Sales Taxes, then Customer will be liable for any related penalties or interest, and will indemnify OpenGov for any
liability or expense incurred in connection with such Sales Taxes. In the event Customer or the transactions
contemplated by the Agreement are exempt from Sales Taxes, Customer agrees to provide OpenGov, as evidence
of such tax exempt status, proper exemption certificates or other documentation acceptable to OpenGov.
7. TERM & TERMINATION
Confidential OpenGov
Rev. 2018.0 1_ 180525
DocuSign Envelope ID : C3C91AB8-E9A1-4110-B7BA-D078AA97BCC6
OPENGOV SOFTWARE SERVICES AGREEMENT
7.1 Term. Subject to compliance with all terms and conditions, the term of this Agreement shall commence on the
Effective Date and shall continue until the Subscription End Date specified on the Order Form (the "Initial Term").
7 .2 Renewal. Unless either party terminates this Agreement in writing no less than thirty (30) days before the end
of the Initial Term, this Agreement shall renew for another period of the same duration as the Initial Term (the
Renewal Term and together with the Initial Term, the "Term").
7 .3 Tarmlnatior,. If either party materially breaches any term of this Agreement and fails to cure such breach within
thirty (30) days after notice by the non-breaching party (ten (10) days in the case of non-payment), the non-
breaching party may terminate this Agreement immediately upon notice .
7.4 Effect of Termination.
(a) In General. Upon termination or expiration of this Agreement: (a) Customer shall pay in full for all Software
Services and Professional Services performed up to and including the effective date of termination , (b) all Software
Services provided to Customer hereunder shall immediately terminate; and (c) each party shall return to the other
party or, at the other party's option, destroy all Confidential Information of the other party in its possession.
(b) Deletion of Customer Data. If Customer requests deletion of its Customer Data in writing prior to the date
of termination or expiration of this Agreement, then OpenGov will permanently and irrevocably delete Customer
Data , excluding any Insights, stored by its cloud hosting provider within ten (10) days of the date of termination or
expiration of this Agreement. Such request must be addressed to "OpenGov Vice President, Customer Success"
at OpenGov's address for notice described at Section 10.
7.5 Survival. The following sections of this Agreement shall survive termination: Section 5 (Confidentiality), Section
6 (Payment of Fees), Section 7.4(b) (Deletion of Customer Data), Section 8.3 (Warranty Disclaimer), Section 9
(Limitation of Liability) and Section 10 (Miscellaneous).
8. REPRESENTATIONS AND WARRANTIES; DISCLAIMER
8.1 By OperiGov.
(a) .General Warrantv. OpenGov represents and warrants that: (i) it has all right and authority necessary to
enter into and perform this Agreement; and (ii) the Professional Services, if any, will be performed in a professional
and workmanlike manner in accordance with the related statement of work and generally prevailing industry
standards. For any breach of the Professional Services warranty, Customer's exclusive remedy and OpenGov's
entire liability will be the re-performance of the applicable services. If OpenGov is unable to re-perform all such
work as warranted, Customer will be entitled to recover all fees paid to Contractor for the deficient work. County
must make any claim under the foregoing warranty to Contractor in writing within ninety (90) days of performance
of such work in order to receive such warranty remedies.
(b) Software Services Warranty. OpenGov further represents and warrants that for a period of ninety (90)
days, the Software Services will perform in all material respects in accordance with the Documentation. The
foregoing warranty does not apply to any Software Services that have been used in a manner other than as set
forth in the Documentation and authorized under this Agreement. OpenGov does not warrant that the Software
Services will be uninterrupted or error-free. Any claim submitted under this Section 8.1(b) must be submitted in
writing to OpenGov during the Term. OpenGov's entire liability for any breach of the foregoing warranty is to repair
or replace any nonconforming Software Services so that the affected portion of the Software Services operates as
warranted or, if OpenGov is unable to do so, terminate the license for such Software Services and refund the pre-
paid, unused portion of the Fee for such Software Services.
8.2 By Customer. Customer represents and warrants that (i) it has all right and authority necessary to enter into
and perform this Agreement; and (ii) OpenGov's use of the Customer Data pursuant to this Agreement will not
infringe, violate or misappropriate the Intellectual Property Rights of any third party.
8.3 Disclaimer. OPENGOV DOES NOT WARRANT THAT THE SOFTWARE SERVICES WILL BE
UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT
MAY BE OBTAINED FROM USE OF THE SOFTWARE SERVICES. EXCEPT AS SET FORTH IN THIS SECTION
Confidential OpenGov
Rev. 2018.01_180525
DocuSign Envelope ID: C3C91AB8-E9A 1-411 0-B7BA-D078AA97BCC6
OPENGOV SOFTWARE SERVICES AGREEMENT
8, THE SOFTWARE SERVICES ARE PROVIDED "AS IS" AND OPENGOV DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9. LIMITATION OF LIABILITY
9.1 By Type. NEITHER PARTY, NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES,
CONTRACTORS OR EMPLOYEES, SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT
MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER
THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OF DATA OR COST
OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR LOSS OF BUSINESS; (B) FOR ANY
INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; OR (C) FOR
ANY MATTER BEYOND SUCH PARTY'S REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
9.2 By Arnounl. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE, CUMULATIVE LIABILITY FOR ANY
CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY
CUSTOMER TO OPENGOV (OR, IN THE CASE OF CUSTOMER, PAYABLE) FOR THE SOFTWARE SERVICES
UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.
9.3 Llmilalion o( Liability Exclusions. The limitations of liability set forth in Sections 9.1 and 9.2 above do not apply
to, and each party accepts liability to the other for: (a) claims based on either party's intentional breach of its
obligations set forth in Section 5 (Confidentiality), (b) claim arising out of fraud or willful misconduct by either party
and (c) either party's unauthorized use, distribution, or disclosure of the other party's intellectual property.
9.4 No Limltallon or Uabilily by Law. Because some jurisdictions do not allow liability or damages to be limited to
the extent set forth above, some of the above limitations may not apply to Customer.
10. MISCELLANEOUS
10.1 Logo Use . OpenGov shall have the right to use and display Customer's logos and trade names for marketing
and promotional purposes in connection with OpenGov's website and marketing materials, subject to Customer's
trademark usage guidelines provided to OpenGov.
10.2 Notice . Ordinary day-to-day operational communications may be conducted by email, live chat or telephone
communications. However, for notices required by the Agreement (in Sections where the word "notice" appears)
the parties must communicate more formally in a writing given by personal delivery, by pre-paid first-class mail or
by overnight courier to the address specified in the most recent Order Form (or such other address as may be
specified in writing in accordance with this Section).
10.3 AnU~cormptlon . OpenGov has not offered or provided any bribe, kickback, illegal or improper payment, gift, or
thing of value to any Customer personnel in connection with the Agreement, other than reasonable gifts and
entertainment provided Customer in the ordinary course of business. If OpenGov become aware of any violation of
the above restriction then OpenGov shall promptly notify Customer.
10.4 Injunctive Relief. The parties acknowledge that any breach of the confidentiality provisions or the unauthorized
use of a party's intellectual property may result in serious and irreparable injury to the aggrieved party for which
damages may not adequately compensate the aggrieved party. The parties agree, therefore, that, in addition to
any other remedy that the aggrieved party may have, it shall be entitled to seek equitable injunctive relief without
being required to post a bond or other surety or to prove either actual damages or that damages would be an
inadequate remedy.
10.5 force Majeure . Neither party shall be held responsible or liable for any losses arising out of any delay or failure
in performance of any part of this Agreement, other than payment obligations, due to any act of god, act of
governmental authority, or due to war, riot, labor difficulty, failure of performance by any third-party service, utilities,
or equipment provider, or any other cause beyond the reasonable control of the party delayed or prevented from
performing.
10.6 Sever.ability: 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
Confidential OpenGov
Rev. 2018.01_180525
DocuSign Envelope ID: C3C91AB8-E9A 1-411 0-B7BA-D078AA97BCC6
OPENGOV SOFTWARE SERVICES AGREEMENT
force and effect and enforceable. Any express waiver or fallure to exercise promptly any right under this Agreement
will not create a continuing waiver or any expectation of non-enforcement. There are no third-party beneficiaries to
this Agreement.
10.7 Assignment. Except as set forth in this Section, neither party shall assign, delegate, or otherwise transfer this
Agreement or any of its rights or obligations to a third party without the other party's prior written consent, which
consent shall not be unreasonably withheld, conditioned, or delayed. Either party may assign, without such consent
but upon written notice, its rights and obligations under this Agreement to: (i) its corporate affiliate; or (ii) any entity
that acquires all or substantially all of its capital stock or Its assets related to this Agreement, through purchase,
merger, consolidation, or otherwise. Any other attempted assignment shall be void. This Agreement shall Inure to
the benefit of and bind each party's permitted assigns and successors.
10.8 Independent Contractors . No agency, partnership, joint venture, or employment Is created as a result of this
Agreement and neither party has any authority of any kind to bind the other party In any respect.
10.9 Attorneys' Fees. In any action or proceeding to enforce rights under this Agreement, the prevalllng party will
be entitled to recover costs and attorneys' fees.
10.10 Governing la·w and Jui'lsdlollon. This Agreement shall be governed by the laws of the State of California
without regard to its conflict of laws provisions. Exclusive Jurisdiction for litigation of any dispute, controversy or
claim arising out of or in connection with this Agreement shall be only in the Federal or State court with competent
jurisdiction located in San Mateo County, California, and the parties hereby submit to the personal Jurisdiction and
venue therein.
10.11 Complete Agreement . This Agreement Is the complete and exclusive statement of the mutual understanding
of the parties and supersedes and cancels all previous written and oral agreements, communications, and other
understandings relating to the subject matter of this Agreement. No modification of this Agreement will be binding,
unless In writing and signed by an authorized representative of each party.
Signatures
Customer:
Signature:
Name:
Title:
Date:
OPENG0V, INC,
~
Oik ull~lll~~~
Signature: L 'J:!.~-.,.
eo 01 Name:
Title: VP, Finance
Date: 6/28/2018
Confident/el OpenGav
Rev. 2018,01_ 180626
DocuSign Envelope ID: C3C91 AB8-E9A 1-411 0-B7BA-D078AA97BCC6
G)OPENGOV
Statement of Work
Kittitas County, WA
OpenGov Cloud Implementation
SOW Effective Date 5/29/2018
Created By Santana Shorty
CONFIDENTIAL
OpenGov -Statement of Work Page 1
DocuSign Envelope ID: C3C91AB8-E9A 1-411 0-B7BA-D078AA97BCC6
G)DPENGOV
1. Objective
1.1. Summary
This Statement of Work ("SOW") Identifies services that OpenGov, Inc. ("OpenGov") wlll
perform for Kittitas County, WA ("Customer"). This SOW Is subject to, and hereby
Incorporates by reference, the terms and conditions contained In the Software
Subscription Agreement (the "Agreement") to which It Is attached between Customer and
OpenGov.
Open Gov will enable and support the Customer to deliver on the Scope of Work outlined
below. The objective of this Statement of Work (SOW) Is to define the scope, activities,
roles and responsibilities, and tlmellne necessary to successfully execute this deployment
project. This project alms to Implement the OpenGov Cloud for the Customer to enable
effective and accountable governing. This SOW defines the scope and deliverables for a
successful Implementation of the full OpenGov Cloud.
2.Scope
2.1. Project Scope
The project scope Includes the following services and deliverables. Any Items not
speclflcally Included In scope will be considered out of scope,
OpenGov will provide Professional Services to Implement some portions of the OpenGov
Cloud solution, which Includes the Budget and Planning, and Operational Performance
1olutlon1, with ERP Integrations, and CAFR and Budget Book by Wdesk.
2.2. Deliverables
Basic Operational Performance Deployment Package
Product Setup • 4 Standard Reports (Annuet, Budget to Actuals,
Balance Sheet, and Transactions)
• Up to 5 years of data
• Standard saved views
• 2 strategic Initiative dashboards from OpenGov 11st
• 2 KPI tiles per Initiative (and corresponding reports)
• Up to 4 datasets
Training • Administrator Training
Hours 44
OpenGov -Statement of Work Page 2
DocuSign Envelope ID: C3C91ABB-E9A1-4110-B7BA-D078AA97BCC6
G)DPENGOV
Standard Budgeting & Planning Deployment Package
Product Setup Budget Bullder
• 1 customer-specific chart of accounts
• 1 data validation report
• 1 budget milestones report
• 1 budget to actuals report
Personnel Cost Forecasting/Workforce
• 1 authorized position 11st report
• 1 total compensation detail report
Budget Book
• 1 Budget Book document (see details In the table
below, Budget Book Standard Onboardlng Package)
Training • Administrator Training
• Training to departments
• Training to council and/or agency management, etc .
Project Scope • Project support to "Budget Kick-off'
• Project continues untll Adopted Budget (Includes
Budget Development and Budget Approval),
• Weekly/bl-weekly calls
• Submitted proposal review
• Budget milestone data support
• Budget end user assistance
• Training and presentation prep
• Proposal creation assistance
Hours 110
OpenGov -Statement of Work Page 3
DocuSign Envelope ID : C3C91ABB-E9A1-4110-B7BA-D07BAA97BCC6
G) OPENGOV
...... ,.,
1r,,1•:1111,. ~--~·.;-u u aH W, .
The Standard Package Includes the below eervlcea for one Budget Book document.
Document Set-Up
Import and Import document (must be In .docx format for document or .pptx format for
Format Main preaentatlon or .xl1x format for table •/workbook1/1pread1heet1) provided by
Document Cu1tomer. Set up document outline and break document Into appropriate
outllne sections. Review text and tabl11 for formatting accuracy (font 1tyle,
font 1lze, •pacing, border,, shading). Set up default header and footer.
Import and place graphic •. Set up the Table of Contents to auto generate
page numbers , edit text to reflect current quarter and add hyperllnka to text.
The remainder of the document content wlll be as Imported.
Linking Includes example linking to the main document, examples described below
for a Budget Book document.
For Budget Book:
one (1) complete budget program
Set-up Houra Worklva support team wlll spend up to 40 hour, on the Document Set-Up. If
additional time 11 required, cu1tomer will be expected to move to the
subsequent onboardlng package.
Servlc11
Proce11 Worklva'1 1olutlon1 architect team will 1pend up to 4 hours with your
Improvement reporting team. Thia time wlll allow Worklv1'1 team to evaluate and review
Conaultatlon data source fll11 and how they Integrate with your final report(e) In Wd11k.
The Solution, Architect wlll provide recommendation • In Wdeak report, to
lncrea11 reporting efficiency baead upon automation of data feeds.
Training Worklv1'1 support team wlll spend u,p to 4 hours with your reporting team
training on the Wde&k Account and Budget Book project editing and
maintenance tollowlng Implementation. Five training 1111lon1 wlll be offered:
Wd11k Application Introduction & Account Overview,
Wd11k Account Admlnl1tratlon,
Wd11k Document Editing & Formatting,
Wde&k Spreadsheet Editing, and
Wd11k Linking & Wd11k Sync.
OpenGov -Statement of Work Page 4
DocuSign Envelope ID: C3C91 ABB-E9A 1-411 0-B7BA-D078AA97BCC6
G)OPENGOV
1iraH ......... Ca_,._,. 1,~!mk>i1 I
:uu:i,t!J~'lllll•u r.11t•1111jl~ _
-
The Standard Package Includes the below eervlc11 for one CAFR document.
Document Set-Up
Import and Import document (must be In .docx format for document or ,pptx format for
Format Main preaentatlon or .xl1x format for table1/workbook1/1pread1heet1) provided
Document by Customer. Set up document outline and break document Into
approprlete outline sections, Review text and tablee for formatting
accuracy (font style, font elze, apaclng, border•, 1hadlng). Set up default
header and footer. Import and place graphic,. Set up the Table of
Contents to auto generate page number,, edit text to reflect current
quarter and add hyperllnka to text. The remainder of the document content
wlll be aa Imported.
Linking lnclud11 example llnklng to the main document, exampl11 described below
for a CAFR document.
ForCAFR:
example !Inking of Statement, of Net Position, Revenues Expense• and
Changes In Net Position, and Caah Flows for one of the following:
Governmental Fund Flnanclal Statement,, Proprietary Fund Flnanclal
Statements, or Fiduciary Fund Flnanclal Statements.
Set-up Houri Worklva aupport team wlll spend up to 40 hour, on the Document Set-Up.
If addltlonal time le required, customer wlll be e><pected to move to the
subsequent onboardlng package,
Servlc11
Procell Worklva"s solutions architect team WIii spend up to 4 hours with your
Improvement reporting team. This time wlll allow Worklva's team to evaluate and review
Consultation data source fllea and how they Integrate with your final report(s) In Wdeak.
The Solutlona Architect wlll provide recommendation, In Wd11k report, to
lncre111 reporting efficiency baaed upon automation of data feeda.
OpenGov -Statement of Work Pages
DocuSign Envelope ID: C3C91AB8-E9A1-4110-B7BA-D078AA97BCC6
G)DPENGOV
Training Worklva's support team will spend up to 4 hours with your reporting team
training on the Wdeak Account and CAFR project editing and maintenance
following Implementation. Five training sessions will be offered:
Wdesk Application Introduction & Account Overview,
Wdeak Account Administration,
Wdeak Document editing & Formatting,
Wdeak Spreadsheet Editing, and
Wdesk Linking & Wdesk Sync.
Financial ERP Integrations Deployment
Product Setup • Scope, Design, Setup and Deploy Integrations for
the following ERP system types:
o Cayenta
• Budget Dataset
• Expense and Revenue Dataset
3. Schedule
OpenGov will schedule resources for this project upon signature of this SOW. Unless
speclflcally noted, the OpenGov assigned project manager (as Identified below or such
alternate designated by OpenGov, the "Open Gov Project Manager") wlll work with
Customer to develop the project schedule for all requested dellverables under this SOW.
OpenGov reserves the right to adjust the schedule based on the avallablllty of OpenGov
resources and the deliverables provided by Customer.
4. Project Organization
4.1. Project Team
openGoy
OpenGov will assign a Project Manager (the "OpenGov Project Manager") upon execution
of the SOW. The OpenGov Project Manager wlll coordinate any addltlonal resources
needed from OpenGov.
customer
Customer will assign a project maneger (the "Customer Project Manager") and technlcal
resource prior to project kick-off. The Customer Project Manager will be the primary
contact person at Customer and wlll coordinate all Customer resources needed to
complete the project. It Is anticipated that there areas of need will be In Finance, Data
Gathering, and the IT department.
OpenGov -Statement of Work Page 6
DocuSign Envelope ID: C3C91AB8-E9A 1-411 0-B7BA-D078AA97BCC6
G)OPENGOV
4.2. Project Respon1lbllltle1
The project responslbllltles for each organization are outlined below:
openGov
1. Manage delivery of In-scope Items In coordination with Customer.
2. Make available deliverables to Customer project team for review and verification.
3. Provide relevant technical details and documentation for data requirements for
Customer's environment.
4. Keep Customer Project Manager Informed of project progress and communicate
any Issues relating to the project In a tlmely manner.
5. Establish documentation and procedural standards for the project.
6. Review and administer project change control, as described In Section 5, Change
Control Procedures,
7. Ensure that all meetings and training sessions are attended by OpenGov
personnel, as scheduled.
customer
1. Make avalleble a representative to serve as the primary contact for OpenGov
Project Manager to coordinate project activities.
2. Make available appropriate representatives with the authority to review and
approve deliverables produced during the project.
3. Make available appropriate Subject Matter Experts (SME) to support the project
needs, test Integrations and provide Customer environment specific technical
details.
4. Setup firewall rules to allow Incoming requests from OpenGov's proxy over
HTTP/HTTPS to Customer systems.
5 . Communicate any Issues relating to the project to OpenGov Project Manager In a
timely manner.
6. Provide acceptance of deliverables and Project In a timely manner.
7. If Integration services are purchased, Customer wlll be responsible for
making any modifications to Flnanclal System (ERP) and make available
access for Integration to OpenGov software. The Customer will be
responsible for ensuring that the versions of Financial System (ERP) running
on all environments remain the same across all environments.
8. Customer wlll be responsible for any Infrastructure required to access
OpenGov, and will maintain relevant non-OpenGov software licenses and
Infrastructure needed for this project I.e. accounting system licenses. Please
note, OpenGov software Is optimized for Google Chrome.
9. The Customer wlll be responsible for ensuring that all meetings and training
sessions are attended by personnel, as scheduled.
4.3. Implementation Methodology
OpenGov -Statement of Work Page 7
DocuSign Envelope ID: C3C91 AB8-E9A 1-411 0-B7BA-D078AA97BCC6
G)DPENGOV
OpenGov uses an Iterative methodology, with a focus on rapid lmplementatlon of a
configured system. This methodology requires a degree of focus from the Customer and
collaboration between both parties to complete work products In a tlmely manner.
Initiate Configure Validate ) Deploy
/
1. Initiate Phase
a. Key Actlvltle&: Discovery, Design Sessions, Solution Document Review
b. Key Work Products: Data Inventory, Functional Model Build, Solution
Document
c. Summary: The Initiate Phase Is the first step of the lmplementatlon project.
The purpose of this phase Is to define the success criteria of the project,
make design decisions based on the functional model build, and begin
gathering data that needs to be loaded Into the OpenGov platform. At the
end of the Phase, a Solutlon Document wlll be created that outlines how
the solutions wlll be Implemented.
2. Configure Phase
a. Key Activities: Appllcatlon and Solution Configuration, Data Load
b, Key Work Products: Peer Review
c. Summary: The Configure Phase consists of application configuration, and
solution configuration as defined In the Solution Document. OpenGov wlll
also load the data gathered In the Initiate Phase from the Customer to use
for unit testing purposes. The Phase ends with e Peer Review done by an
OpenGov Subject Matter Expert to confirm that the solution follows
OpenGov best practices.
3, Valldate Pha1e
a. Key Activities: User Acceptance Testing, Data Confirmation
b. Key Work Product,: Test Scripts, Test Acceptance
c, Summary: The Validate Phase starts with a review of the entire solutlon
with the Customer project team to confirm that all project elements have
been Implemented. Once that process has completed, the Customer wlll
execute test scripts and validate that data Is being represented accurately
In the solution. If any Issues are found, they wlll be logged and the
OpenGov team wlll assess the Issue and resolve as needed. The Phase
ends with the Acceptance of test results by the Customer.
4. Deploy PhaH
a. Key Activities: Administrator Training, Go Live Support, Transition to
Customer Success Manager and Technical Support
OpenGov -Statement of Work Pages
DocuSign Envelope ID: C3C91 AB8-E9A 1-411 0-B7BA-D078AA97BCC6
G)OPENGOV
b. Key Work Product•: Project Documentation, Project Acceptance
c. Summery: The purpose of the Deploy phase Is to complete the Admln
Training process, provide Go Live Support, and begin Transition activities
to close the project. Post Go Live Support Is technlcal assistance with the
project team and Issue resolution for the solution during the two week
period after Go Live. Once this period has passed, the Project team wlll
begin working on transition activities to the Customer, the CSM, and the
Customer Technical Support Function. The Project closes upon the
acceptance of the project and a brief survey to provide feedback about
the experience.
5. Change Control Procedures
No amendments, changes or other modifications to this SOW will be effective without a
written project change order, In the form attached hereto as Appendix 1 (a "Project
Change Order"). The Project Change Order wlll describe the change, the rationale for the
change, and specify any change In the charges, estimated schedule, or other terms. The
terms of a mutually agreed upon Project Change Order will prevail over those of this SOW
or any previous Project Change Orders. Such Project Change Order may require
additional charges, which wlll be set forth In the Project Change Order.
6. Fees and Expenses
6.1. Fees and Payment Terms
All fees and expenses will be paid In accordance with the Order Form to which this SOW
Is attached .
6.:Z. Travel Expenses
All rates and fees are exclusive of work-related travel, llvlng and other expenses.
Customer will be bllled for actual expenses as Incurred.
OpenGov -Statement of Work Page 9
DocuSign Envelope ID: C3C91AB8-E9A1-411 0-B7BA-D078AA97BCC6
G)OPENGOV
1. Appendix 1
Project Change Order
Customer:
Project:
Date
Requested:
Requested by:
Reason for Change
Scope of Change
Project Impact (Schedule and Cost)
Approvals
OpenGov
Signature:
Name:
Tltle:
Date:
Open Gov -Statement of Work
Customer
Signature:
Name:
Title:
Date:
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