HomeMy WebLinkAboutFIN 2025-04-28 Item 1B - Handout to be Distributed at Meeting - Draft Exhibit B: OpenGov ContractExhibit B
Item (lb)
Statement of Work
City of Tukwila, WA
Creation Date: 4/21/2025
SoW Expiration Date: 7/21/2025
Document Number: PS-07955.2
Created by: Sidney Barnes
PS-07955.2
Table OfContents
OpenGovStatement ofWork 3
l,Project Soope 3
2. Adjustments to the Project Scope, Estimated Schedule, Charges and other Terms 3
3. ProjectDe|ivery 3
4. ProjectUnderstanding 3
5.OpenGovResponsibilities 4
O�Project Tracking and Reporting 4
7Communication and Escalation Procedure 5
O.OpengnvImplementation Methodology 5
8].|nidato O
82.Va|idato G
8J.Configuna O
85.Launnh G
9.Customer Responsibilities O
lO.Customer's Project Manager 7
ll. Acceptance Procedure 7
l2�Estimated Schedule 8
13. Illustrative Project Timelines 8
14. Change Order Process 9
Exhibiil: Implementation Activities ll
Budgeting &Planning ll
Initiate ll
Validate ll
Configure 72
Train lG
Launch 17
Tax&Revonue: 18
Initiate 18
Validate lO
Configure 19
Train 22
Launch 24
Exhibit ?: Technical Requirements 25
Budgeting & Planning Technical Requirements 25
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This Statement of Work ("SOW") identifies services that OpenGov will perform for City of
Tukwila, WA ("Customer") pursuant to the order for OpenGov Professional Services. This
SOW may not be modified or amended except in a written agreement signed by a duly
authorized representative of each party. The OpenGov Responsibilities section of this
document can be found in Exhibit 1: Implementation Activities. Any additional services or
support not detailed in Exhibit 1 will be considered out of scope.
1. Project Scope
Under this project, OpenGov will deliver cloud based solutions (detailed list in
"Exhibit 1"). OpenGov's estimated charges and schedule are based on performance
of the activities listed in the "OpenGov Responsibilities" section below. Deviations
that arise during the project will be managed through the procedure described in
Section 14.
2. Adjustments to the Project Scope, Estimated Schedule, Charges and other Terms
Adjustments to the deliverables in Exhibit 1 may include charges on a
time -and -materials or fixed -fee basis using OpenGov's standard rates.
Project Delivery
3.1. OpenGov will perform the work under this SOW remotely unless explicitly
identified below.
3.2. OpenGov will use personnel and resources located across the United States,
and may also include OpenGov-trained implementation partners to support the
delivery of services.
4. Project Understanding
4.1. Deviations that arise during the proposed project will be managed through the
Change Order Process (as defined in Section 14), and may result in adjustments to
the Project Scope, Estimated Schedule, Charges, and/or other terms.
4.2. The OpenGov Suites are not customized beyond current capacities based on
the latest release of the software. Implementation of any custom modification or
integration developed by OpenGov; Customer internal staff; or any third -party is
not included in the scope of this project unless specifically listed in Exhibit 1.
4.3. The customer is responsible for providing appropriate time and resources to
the project to meet deliverables as outlined in the project plan.
4.4. Data conversion services from other software system(s) or sources are not
included in the scope of this project unless specifically listed in Exhibit 1.
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5. OpenGov Responsibilities
5.1. OpenGov will provide project management for the OpenGov responsibilities in
this SOW. This provides direction to OpenGov project personnel and a shared
framework for project planning, communications, reporting, procedural and
contractual activity.
5.2. OpenGov will review the Project Plan with Customer's Project Manager and key
stakeholders to ensure alignment on agreed upon timelines.
5.3. OpenGov will maintain project communications through Customer's Project
Manager.
5.4. OpenGov will establish documentation and procedural standards for deliverable
materials.
5.5. OpenGov will assist Customer's Project Manager to prepare and maintain the
Project Plan for the performance of this SOW which will include the activities, tasks,
assignments, and project milestones identified in Exhibit 1.
6. Project Tracking and Reporting
6.1. OpenGov will review project tasks, schedules, and resources and make changes
or additions, as appropriate. OpenGov will measure and evaluate progress against
the Project Plan with Customer's Project Manager.
6.2. OpenGov will work with Customer's Project Manager to address and resolve
deviations from the Project Plan.
6.3. OpenGov will conduct regularly scheduled project status meetings.
6.4. OpenGov will administer the Change Order Process with the Customer's Project
Manager.
6.5. Deliverable Materials:
6.5.1. Weekly status reports
6.5.2. Project Plan
6.5.3. Project Charter, defining project plan and Go -live date
6.5.4. Risk, Action, Issues and Decisions Register (RAID)
6.6. Deliverable Sign -Off: OpenGov requests Sign -Offs at various deliverables
during the implementation of the project. Once the Customer has signed -off on a
deliverable, any additional changes requested by Customer on that deliverable will
require a paid change order for additional hours for OpenGov to complete the
requested changes.
7. Communication and Escalation Procedure
7.1. Active engagement throughout the implementation process is the foundation of
a successful deployment. To help assess progress, address questions, and minimize
risk during the course of deployment, both parties agree to the following:
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7.1.1. Regular communication aligned to the agreed upon Project Plan and
timing.
7.1.2. OpenGov expects our customers to raise questions or concerns as
soon as they arise. OpenGov will do the same, in order to be able to address
items when known.
7.2. Executive involvement
7.2.1. Executives may be called upon to clarify expectations and/or resolve
confusion.
7.2.2. Executives may be needed to steer strategic items to maximize the
value through the deployment.
7.3. Escalation Process
7.3.1. Identification of an issue impeding deployment progress or outcome,
that is not acceptable.
7.3.2. Customer or OpenGov Project Manager summarizes the problem
statement and impasse.
7.3.3. Customer and OpenGov Project Managers jointly outline solution
acceptance and OpenGov Project Manager will schedule an Executive Review
Meeting, if necessary.
7.3.4. The resolution will be documented and signed off.
8. Opengov Implementation Methodology
Every OpenGov implementation will contain a structured methodology to properly
plan and collaborate. The methodology consists of the following phases:
• Initiate
• Validate
• Configure
• Train
• Launch
8.1. Initiate
8.1.1. OpenGov will provide customer entity configuration.
8.1.2. OpenGov will provide system administrators creation.
8.1.3. This activity is complete when the customer has access to their site.
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8.1.4. Customer will sign -off on product access to complete the Initiate
Phase of the project.
8.2. Validate
8.2.1. OpenGov will create a Solution Blueprint.
8.2.2. OpenGov will confirm the Data Validation strategy.
8.2.3. This activity is complete when the Solution Blueprint is presented to
the customer.
8.2.4. Customer will Sign -off on Initial Draft Solution Blueprint to complete
the Validate Phase of the project.
8.3. Configure
8.3.1. OpenGov will configure the deliverables outlined in Exhibit 1.
8.3.2. This activity is complete when all deliverables in Exhibit 1 are
configured.
8.3.3. Customer will provide Sign -off that all configuration deliverables have
been completed and accepted. OpenGov will provide status and intermediate
completion milestones as the project progresses to fully configured.
8.4. Train
8.4.1. Training will be provided in instructor -led virtual sessions unless
otherwise specified in Exhibit 1.
8.4.2. OpenGov will provide Administrator training.
8.4.3. OpenGov will provide End User training (if listed in Exhibit 1).
8.4.4. Customer will sign -off that training has been completed.
8.5. Launch
8.5.1. OpenGov will provide HyperAdopt support post Go -Live to ensure
successful adoption.
8.5.2. Customer will Sign -off on the HyperAdopt phase of the project which
will transition the project from active deployment to Customer Success.
9 . Customer Responsibilities
9.1. The completion of the proposed scope of work depends on the full commitment
and participation of Customer's management and personnel. The Customer's Project
Manager should have access to the appropriate Customer Subject Matter Expert
personnel needed for the successful implementation of the project. The
responsibilities listed in this section are in addition to the responsibilities specified
in the Agreement and are to be provided at no charge to OpenGov. OpenGov's
performance is predicated upon the following responsibilities being managed and
fulfilled by the customer. Delays in performance of these responsibilities may result
in a change order and/or delay of the completion of the project.
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9.2. Provide the required data to OpenGov within five (5) days of the requests being
made from the OpenGov Project Manager. The Customer will be responsible for any
potential charges from third parties to access and provide the data.
9.3. Maintain the same format and access to data on an ongoing basis. Any changes
to the underlying data or data source may require a change order or charge in the
future.
10. Customer's Project Manager
10.1. Create, with OpenGov's assistance, the Project Charter for the performance of
this SOW which will include the activities, tasks, assignments, milestones and
estimates.
10.2. Manage Customer personnel and responsibilities for this project (for example:
ensure personnel complete any self -paced training sessions, configuration,
validation or user acceptance testing).
10.3. Identify and assign Subject Matter Experts (SME).
10.4. Serve as the communication liaison between OpenGov and Customer
representatives participating in the project.
10.5. Participate in project status meetings.
10.6. Obtain and provide information, data, and decisions within ten (10) business
days of OpenGov's request unless Customer and OpenGov agree in writing to a
different response time.
10.7. Resolve deviations from the estimated schedule.
10.8. Help resolve project issues and escalate issues within Customer's
organization, as necessary.
10.9. Administer the Change Order Process with the Project Manager, if applicable.
11. Acceptance Procedure
11.1. The completed items in Exhibit 1 will be submitted to the Customer's Project
Manager.
11.2. Customer's Project Manager will have decision authority to approve/reject all
Project Criteria, Phase Acceptance and Engagement Acceptance.
11.3. Within five (5) business days of receipt, the Customer's Project Manager will
either accept the Deliverable Material or provide OpenGov's Project Manager a
written list of requested revisions. If OpenGov receives no response from the
Customer's Project Manager within five (5) business days, then the Deliverable
Material will be deemed accepted. The process will repeat for the requested
revisions until acceptance.
11.4. All acceptance milestones and associated review periods will be tracked on
the Project Plan.
11.5 Both OpenGov and Customer recognize that failure to complete tasks and
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respond to open issues may have a negative impact on the Project.
11.6. For any tasks not yet complete, OpenGov and/or Customer will provide
sufficient resources to expedite completion of tasks to prevent negatively
impacting the Project.
11.7. Excluding delays caused by a force majeure event, if OpenGov in good faith
reasonably determines that Customer's personnel or contractors are not
completing Customer's responsibilities described in the applicable SOW timely or
accurately, OpenGov may place the Professional Services on hold after providing a
minimum of seven days written notice to Customer. If OpenGov places a Customer
on hold, OpenGov will ensure that Customer is made aware of its obligations
necessary for OpenGov to continue performing the Professional Services in the on
hold notice. Upon placing a customer on hold, OpenGov may, without penalty,
suspend Professional Services to the Customer and reallocate resources until the
Customer has fulfilled its obligations. OpenGov shall bear no liability or otherwise
be responsible for delays in the provision of the Professional Services occasioned
by Customer's failure to complete Customer's responsibilities.
12. Estimated Schedule
12.1. OpenGov will schedule resources after the signature of the order form is
received. Unless specifically noted, the OpenGov assigned Project Manager will
work with Customer Project Manager to develop the Project Charter for all
requested deliverables under this SOW. OpenGov reserves the right to adjust the
schedule based on the availability of OpenGov resources and/or Customer
resources, and the timeliness of deliverables provided by the Customer.
12.2. The Services are currently estimated to start within two (2) weeks but no later
than four (4) weeks from signatures on Order Forms.
13. Illustrative Project Timelines
13.1. The typical project timelines are for illustrative purposes only and may not
reflect Customer's use cases. The order of delivery of the suite(s) will be determined
during the project planning activities in the Initiate Phase.
Budgeting & Planning
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Phase
Initiate
Validate
Configure
Train
Launch
Deliverable
Project Preparation and Kick Of
Requirements Matrix
Chart of ACCDU nts
Operating Budget
Workforce Planning
Capital Budget
Online Budget Book
Financial Integrahon
Adimistrator Training
End User Training:
Go Live, HyperAdpolion. Project Closure
Month 1
Month 2
Month 3 Month 4
Month 5
Month 6
Customer is responsible for attending the kick off of each phase, providing any necessary data for each phase, participating in viorking sessions during active phases
and signing off on deliverables at the end of each phase.
Tax & Revenue
Phase
Detiverable
Month 1
Month 2
Month 3 Month 4
Initiate
Project Preparation
and Kicic Off
''‘iaildate
Re,qu'rements
Matrix_ Validafion
VVork.shop
Configure
Taxpayer Porta
Custom Bill Creation
Custom Reporting
Payment Processor
Data Nlig ration
...
CListom Interfaces
Tra'in
Administrator
Training
'
Revenue Training
End, User Train irig
Launch
Go Live.
HyperAdpotiori,
Project Closure
14. Change Order Process
14.1. This SOW and related efforts are based on the information provided and gathered
by OpenGov. Customer acknowledges that changes to the scope may require additional
effort or time, resulting in additional cost. Any change to scope must be agreed to in
writing, by both Customer and OpenGov, and documented via a Change Order. No
verbal agreement will be binding on OpenGov or Customer.
14.2. A Change Order is defined as work that is added to or deleted from the original
scope of this SOW. Depending on the magnitude of the change, it may or may not alter
the original contract amount or completion date. Changes might include but are not
limited to:
14.2.1. Timeline for completion.
14.2.2. Sign off process.
14.2.3. Cost of change and/or invoice timing.
14.2.4. Amending the SOW to correct an error.
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14.2.5 Extension of work as the complexity identified exceeds what was
expected by Customer or OpenGov.
14.2.6. Change in type of OpenGov resources to support the SOW.
14.3.The approval process for a Change Order is as follows:
14.3.1.Identification and documentation of a need for modification to the scope
of the project as defined in the Statement of Work and any subsequent change
orders.
14.3.2. A Change Order is created and Customer and OpenGov review. The
Customer will then provide Sign -off.
14.3.3. Change Order is incorporated into the Statement of Work and
implemented.
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Budgeting & Planning
Use Cases Build for Budgeting &Planning:
• Operating Budget
• Workforce Planning
w Budget Book Publication
w Capital Budgeting
• B&P|ntngnstionn
• Reporting &Transparency
�
�
Provisioning BUdQ8t&P|8nDiDq
OpenOovvviU:
� Provision Customer's OpenGov entity and verify Customer has access to all purchased
modules.
Customer will:
0 Confirm access tnentity and modules.
Completion Criteria
9 Customer verifies access tothe site.
�
I
�
"Technical Project Review
OpenGovvviU:
0 Provide uptoone (l)one-hour working sessions atthe beginning ofthe project to:
o Review deliverables
o Review technical requirements
o Provide documentation onrequirements and processes
OpenGov4snumptions:
� Customer will provide relevant data within two (2)weeks immediately following the kink -off
meeting.
Customer will:
• Identify relevant participants for attendance.
• Confirm deliverables.
* Gather and provide relevant data for the project.
Completion Criteria
e Customer sign -off on the project plan.
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Chart OfAccounts- /C[)A\
OpenGovwiU:
• Build Customer's COA in OpenGov in accordance with OpenGov technical requirements.
• Review configured COA and uploaded data and provide training to Customer on how to:
o Manage new codes
o EditCO4
o Create Masks
Customer will:
* Provide current CO4and transactional data.
* Validate and provide sign off on COA.
w Maintain the COAfoUovving configuration.
Completion Criteria
9 Customer sign -off that the Chart ofAccounts has been configured.
Operating BUdQet
OpenGnvvviU:
~ Configure one (7)Budget instance.
* Configure budget proposal based onaSegment ofthe Chart nfAccounts.
° Train and assist onthe modification of the configuration.
w Configure and upload Customer's base budget files into OpenGov budget instances.
• Configure OpenGov Budget Proposals and Worksheets for up to fifty(50) Departments in
the base budget file based nnthe agreed upon structure.
• Review configured OpenGov Budget and provide training to Customer on how to:
o Create new Proposals and Worksheets
o Manage Budgets
Customer will:
• Provide acurrent budget.
w Validate Budget Proposals and Worksheets.
• Signoff onBudget Proposals and Worksheets.
Completion Criteria
e Customer sign -off that Operating Budget proposals and worksheets have been configured.
C@Dit8iBUdg9t
OponGovwiU:
• Configure one (7)Budget instance.
• Configure and upload Customer's base budget files into OpenGov budget instances.
• Configure proposals and worksheets for uptoone hundred (lOO)Capital Projects inthe
base budget file based onthe agreed upon structure.
• Review configured OpenGov Budget and provide training to Customer on how to:
n Create new Proposals and Worksheets
o Manage Budgets
Customer will:
• Provide acurrent budget.
• Validate and provide signoffonBudget Proposals.
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Completion Criteria
w Customer sign -off that Capital Budget proposals and worksheets have been configured.
Workforce
OpenGovvviU:
* Provide cost elements based on Customer's existing personnel forecast to workforce
document osper OpenGnv'sbest practices.
* Review configured OpenGov Workforce Plan and provide training to Customer on how to:
n Create Cost Elements
n Populate and upload the Position Template
Customer will:
• Provide Position calculations and tables.
w Populate the Position Template and upload the completed template into OpenGnv.
• Validate and provide signnffnnthe Workforce Plan calculations.
• Maintain the Workforce Plan and data once configured.
Completion Criteria
9 Customer sign -off that the Workforce Plan has been configured.
Reporting
OpenSovvviU:
w Set upone (l)export and OatasetView toenable OpenGovBudget Reports for the Operating
and Capital Budget(s).
m Configure up three (3) standard reports using the customer's integrated financial data:
n Annual
o Budget toAntua|s
o Transactions
• Configure up to four (4) Operating Budget Reports using OpenGov budget data:
o Milestones
o Development
o Fund Balance Projections
o Categories'
• Configure uptntwo (2)Capital Budget Reports using OpmnGovbudget data:
o Development
n Effect onOperating
• Review configured OpenGov Reports and provide training Customer on how to:
o Export Budget Data for use inOpenGovReports.
o Create new Reports
o Manage Reports
o Share Reports
*Budget Categories report inonly available tocustomers using azero-based
budget.
Customer will:
* Validate and provide sign -off ofReports.
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* Maintain the Reports once configured.
* Map OpenGovBudget export toCustomer ERPimport format.
Completion Criteria
9 Customer sign -off that Reports have been configured.
Dashboards
OpenGovvviU:
w Configure dashboards based on one (1) segment or roll up in the Chart of Accounts based
onthe customer provided template.
* Produce the reporting views and dashboard based on the Customer's configuration.
* Provide Excel Template for the Customer to complete for the configuration of dashboards.
Customer will:
0 Provide acompleted template for OpenGovtouse for the Dashboards.
Completion Criteria
e Customer sign -off that Dashboards have been configured.
Budget Book Publication
OpenGnvvviU:
• Based on best practices, build out the look and feel of six (6) Standard OBB Templates:
o Home Page
» Generic (multi -use)
o Operating
o Department
o Capital
n Capital Project
• Create anAnnual Budget Report and FTEReport using OponGnvBudget data and Report
Views tnuse inDepartment and Project OBBStnrySheUs.
• Create Department and Project 0BB3torySheUnfrnmOBBTennp|atesforuptofifty(5O)
Departments and uptofiftv(5O) Projects andaddOpenGovReportViewatoOepartnnent
and Project Stn,ySheUs.
• Provide up to ten (10) one -hour working sessions to answer Customer questions on OBB
Configuration.
Customer will:
• Provide logo and branding colors to OpenGnx
m Provide complete OBBcontent tnallow OpenGnvtocopy and paste into the OBB.
• Sign off onUBBTemplates prior toOBBStory Page Configuration.
• Validate and sign off onOBBpages.
w Make any continuing edits to the content after OpenGov has added the content to the
appropriate story.
Completion Criteria
9 Customer sign -off that the Budget Book Publication templates are configured.
Community Feedback Topic
OponGovvviU:
9 Configure one (l)standard budget topic inCommunity Feedback.
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� Review configured OpenGov Topic and provide training to Customer on how to:
o Create new topics
o Manage topics
n Set Topics toPublic and Closed.
Customer will:
• Provide logo and branding guidelines.
• Validate and provide aignoffon the standard budget topic.
• Update the standard budget topic with Customer relevant information.
Completion Criteria
e Customer sign -off that Community Feedback has been configured.
Financial Oteqr@ti0D
OpenGVvvviU:
• Installation of Agent and Database View Deployment or Set up a SFTP and Sample File
Format.
• Integrate the following funotinna|itien:
o General Ledger 4ntua|oand Budget (Revenue and Expenses)
• Extract, transform (when required) and load the data.
• Build Validation Reports for Budget and 4otua|a.
• Validate the historical data and current year data based on the Customer provided summary
report.
• Schedule the current year data load.
• Monitor the data load.
DpenGovassurnpdons:
w Integration iaunidirectional from the Customer's Central Square Finance Enterprioeintn
OpenGox
• The data will belinked tothe Customer's CO4.
Customer will:
• Provide an U resource to assist the project team in the initial net -up.
• Provide assistance to understand source system specific customizations and
configurations when building the data extract.
w |fOpenGnvisunable tnaccess the data per requirements, provide osvdata files via
OpenGnv3FTPLocation.
* Any charges for the data from the ERP system will be the customer's responsibility.
• Broker OpenGnv'saccess toCustomer's source accounting data ifhosted byany third
vendnr.
• Provide asummary export data tovalidate against.
w Validate and provide sign off nnthe integrated data and reports.
• Changes tothe underlying data after project dosurevviUbetheresponnibi|ityofthe
customer toupdate.
• Maintenance of the integration file on an ongoing basis is the responsibility of the
customer.
Completion Criteria
e Customer sign -off that the Integration has been configured.
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�
Budgeting & Planning Working S8SsiOOS
OpenGnvvviU:
w Per the agreed upon Project P|an'sohedu|eworkingsessinnnvvithCustomer'ssystenn
administrators to:
o Review configurations;
o Provide training on system functionality;
o Gain feedback; and
o Answer questions regarding configured system functionality.
Customer will:
w Per the agreed upon Project P|an.attondworhingsecnionutn:
o Understand configurations;
o Gain training onsystem functionality;
o Give feedback; and
o Ask questions regarding configured system functionality
Completion Criteria
0 Budgeting & Planning Working Sessions have been conducted.
Reporting & Transparency /\dDOimStrGtO[Training
OpenGovwiU:
� Provide training to Customer system administrators on how to:
o Maintain the Chart of Accounts
o Upload and manage data for reporting
o Create and share Reports, Dashboards, Stories, and Topics.
Customer will:
0 Identify relevant participants and attend scheduled training sessions.
Cnrnp|ndon Criteria
9 Reporting & Transparency Administrator Training has been conducted.
Budget and Workforce Administrator Training
OpenGovvviU:
0 Provide training to Customer system administrators on how to:
o Create and manage Budgets
o Prepare tnset upNext Year's Budget
o Create and manage Workforce Plans including Cost Elements and Position Upload
Templates
o Export Budget Data for use inOpmnGovReports.
Customer will:
0 Identify relevant participants and attend scheduled training sessions.
Completion Criteria
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e Budget& Workforce Training has been conducted.
Publication Training
OpenGovwiU:
� Provide one (1) 60- Minute System Training designed for OBB Administrators on how to:
o Use and copy OBBTemplates
n Add Reports Views toStories
o Add Customer content including: narrative, images, and external data to Stories
o Publish Stories
o Update and maintain Stories
Customer will:
0 Identify relevant participants and attend scheduled training sessions.
Completion Criteria
0 Publication Training has been conducted.
End-UserTraini[lr
OpenGnvwiU:
9 Provide two (2), 60-Minute training session(s) to Customer's Internal Users on how to:
o Navigate OpengovBudgets and Reports
o How toenter Budget data
o How torun and use reports
Customer will:
w Identify relevant participants and attend scheduled training sessions.
Completion Criteria
0 End User Training has been conducted.
�
HVpe[/\dODt
OpenGovvviU:
w Provide up to eight (8) hours of working sessions to answer any questions following solution
acceptance.
Customer will:
0 Identify issues and attend sessions.
Completion Criteria
9 Customer sign -off that the project hasbeennomp|eted.
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T����
���^�Revenue:
Use cases for Tax &Revenue:
• Business Property Tax
• Business Licensing Taxes
• Business & Occupational Tax
• Parking Tax
• Utility Taxes (cable T\( water, electricity)
�
P[DViS�Dning Tax & R8V8DUeWebSit8Instance
OpenGovwiU:
w Create the Tax & Revenue site
~ Create the adminuser account
* Review the getting started menu items with the customer
Customer will:
* Validate the Adnninuser can log intothe site
w Setup system users and confirm each user can log in
w Complete the online training
Completion Criteria:
• The customer verifies access tothe site.
m The customer confirms completing the online training.
• All users have logged into the site successfully.
• The customer acknowledges the ability to download the data import templates
W"'
�
Technical Project Review
OpnnGovvviU:
0 Provide uptnone (l)one-hour working session atthe beginning ofthe project to:
n Review deliverables
o Review technical requirements
n Provide documentation onrequirements and processes
OpenGovAnsumptions:
• Sample bills, forms, and letters will be provided within two (2)weeks immediately following
the kick-off meeting.
• Interface layout samples will be provided within two (2) weeks immediately following the
kick-off meeting.
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� Sample data for the import templates wi I I be provided within two (2) weeks of the kick-off
meeting.
Customer will:
• Identify relevant participants for attendance.
w Provide contact information for all parties involved in the implementation, including any3rd
parties for interfaces.
* Confirm deliverables.
* Gather and provide relevant data for the project ino|udinginnportdata.fnrmuandin1erface
requirements
Completion Criteria:
* Customer sign -off onthe project plan.
Organization
OpnnGovmiU:
9 Assist the Customer adnninwith the configuration
OpenGov4ssumphnno:
w 4dministhe decision maker for the configuration
Customer will:
9 Configure the organizational setup area ofthe site
Public Portal
OpenGovwiU:
9 Assist the adnninwith the configuration
OpenGovAssumptions:
9 4dministhe decision maker for the configuration
Customer will:
9 Configure the public portal
Users and Security
DpenGovwiU:
9 Assist the admin with adding the user, relating roles, and selecting a security level
OponGov4ssumptinns:
9 Administhe decision -maker for users, roles, and security
Customer will:
m 4dminwill add users and related roles and select the security level. All users should log in
toconfirm proper access.
Payment Types and Providers
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OpmnGovwiU:
9 Assist the adrninwith defining payment types and providers
OpenGovAsoumptionz
9 4dmininthe decision -maker for payment types and providers
Customer will:
w Adminwill define payment types and payment providers.
• Customer will complete all 3rdparty payment Sign uppaperwork
w Customer and OpenGov will fill in payment provider sandbox and go live values.
Notification Groups
OpenGovwiU:
• Define the use case for notification groups to determine which function will be used.
• Assist the adnninwith adding notification groups
OpenGovAoaumptiono:
e 4dminiathe decision -maker for notification groups
Customer will:
o Adminwill add notification groups where applicable
Event Types
OponGovvviU:
• Define the use case for event types
• Assist the adnninwith adding event types
OpmnGnv4ssumptinns:
* 4dministhe decision -maker for event types
Customer will:
e 4Uminwill add event types where applicable and delete unwanted default event types.
Mortgage CUr8D8UieS
OpenGovwiU:
w Define the use case for mortgage companies with aproperty tax software
• Assist the adnninwith adding mortgage companies such asCore Logic.
OpenGov4ssumptions:
w 4dministhe decision -maker for mortgage companies
Customer will:
* 4dminwill add mortgage companies where applicable
OpenGovwiU:
• Define the use case for groups
• Assist the adnninwith adding groups
OpenGovAssumptinnn:
9 Administhe decision -maker for groups
PSoroonz
20
Customer will:
* 4dminwill add groups where applicable
Revenue Types
OpenGovwiU:
• Consult with the adnninonthe designing revenue types
• Assist the adnninwith setting uprevenue types
OpenGnvAssumptiono:
m 4Umininthe decision -maker astorevenue type use cases
Customer will:
w Adminidentify and design revenue types
• 4dminwill setup the revenue types
Rate Code and Schedules
OpenGovvviU:
9 Assist the adrninwith setting uprate codes and schedules
OpenSovAonumptinna:
• 4dminiothe decision -maker aotnrate codes and schedules
• Admin has understanding of the appropriate general ledger account numbers
Customer will:
9 4dminsetn uprate codes and schedules
Business Filings
0penGovwiU:
� Assist the admin in identifying business taxes to be collected and the Filing code category
setup for each type.
OpmnGov4ssumptinns:
e Admin is the decision -maker to identify and create business tax filing codes.
Customer will:
• Setup all needed Filing codes and select the behavior options per filing code.
w Setup includes filing codes, linking to rate codes, cycle setup, license template selection
and filing template setup.
Mport
OpenGnvwiU:
• Instruct the adminonthe location ofthe import templates
• Explain the process ofimporting data
• Determine what data incapable ofbeing converted through import.
• Provide instructions for customer validation of data conversion.
• Review templates for data import for error checking.
PSoroonz
21
OpenGov4nnumpdons:
w Customer isresponsible for extraction ofdata from existing system and importing the data
Customer will:
• Transform any source data into the import templates
w Provide the data atthe appropriate time during the project
• Import the data during the implementation
• Validate the imported data
m Sign off onthe data load.
Hil|TeOlDlBtRCreStiO
OpenGovvviU:
• Provide a list of existing bill templates for the customer to choose from.
• Assist Customer in setting up bill template default values to appear on billing statement.
OpenGov4nsumptions:
9 Customer will use onOpenGovtemplate for billing needs.
Customer will:
w Select bill template to use.
• Setup bill template default values inthe bill template area.
�
Administrative Training
OpenGovwiU:
� Provide up to thirteen (lJ)hours of training intended for Administrative Users on system
functionality. Topics will include, but not belimited to:
o System Navigation
o Revenue Types
o Rate Schedules and Rate Codes
o Creating New Records
o Cases
o Balancing Exceptions Thresholds
o Adjustment Types
o Template Setup
o Payments
o Balancing
o Voids /Returns
o Credit Memos
o Adjustments
o Refunds
o Property Tax Billing Process:
• Assessment import
• Assessment corrections
� Adjustments
PSoroonz
22
n Applying bulk charges
� Bill creation and delivery
m Payments and balancing.
n Filing Based Business Tax Process:
• Filing Code setup
• Business record filing service assignment
• Applying bulk and single filings
• Filing notifications
� Filing areturn
� Processing payments.
o License Billing process
� Assigning filing services and cycles
� Applying bulk charges
• Bill creation and delivery
• Payments and balancing
o Delinquent record processing
n Accounting Export and Reports
o Taxpayer portal practice
• Pretending tnboa taxpayer
• Understanding the search and payment process from ataxpayer experience
for both pub|ic(prnpertytex)andprivate (business tax / utility biUing).
OponGov4noumptinnn:
� Users will participate in all training and demonstrate gained knowledge of the system
processes and procedures.
Customer will:
� Attend training sessions asscheduled bythe Project ManagerandognaodtointheProject
Plan.
End User Training
OponGnvvviU:
w Provide up to nine (9) hours training intended for End Users on system functionality. Topics
will include, but not Uelimited to:
o Navigation
o Billing (Property Tax, Business License, Utility Billing)
n Payments
o Balancing
o Adjustments, Voids, and Credits
n Business Tax filing
o Reporting
Customer will:
� Attend training sessions asscheduled bythe Project MenagerandagreedtoiniheP jeot
Plan.
PSoroonz
23
�
GO-_iV8Support and HlyD8PAdO3t
OpenGovvviU:
• Provide up to eight (8), hours of additional support to answer questions and update
configuration after the project hasbeenoonnp|etedandoignedof[
• Send Solution Acceptance Document
• Transition for project teanntnCustonner3ucnean.
Customer will:
• Identify issues and attend sessions.
• Sign Solution Acceptance Document
PSoroonz
24
a�U�O8t'�O"���|�D�'�OT����'C8|��{�OU'r8�O{�nt8
-� � � - �
Chart ofAccounts
m Flat file
• zs4 x|s, x|sxwith headers
m Active Accounts and Accounts with activity in the years of data being loaded into OpenGov.
Financial Data Files (Transactional Export)
* Flat file
w csv, x|s' x|nxvvith headers
* 3-5Years ofData
Financial Data Files (Summary Revenue and Expense Export)
0 PDF export
Current Budget
• Flat file
• osv, x|s, x|nxwith headers
w Operating Budget
Personnel Calculations and Tables
w POF,Word, nsv, x|s,x|sxwith headers
Logn|mage
• jpgorpngfnrnnat
m Transparent
Branding Guidelines
e Hexoodns
PSoroonz
25
OpenGov End User License Agreement
This End User License Agreement (this "Agreement") is made between OpenGov, Inc., a Delaware
corporation ("OpenGov"), and the customer listed on the signature block below("Customer").
Customer is purchasing OpenGov services through an authorized reseller ("Reseller"). This
Agreement, which takes effect on the date of the last signature below ("Effective Date"), sets
forth the terms under which Customer may use OpenGov's hosted software services.
1. Definitions
1.1. "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 does not include any confidential personally identifiable information.
1.2. "Documentation" means materials produced by OpenGov that provide information about
OpenGov's software products and systems.
1.3. "Intellectual Property Rights" means all intellectual property rights including all past,
present, and future rights associated with works of authorship, including exclusive
exploitation rights, copyrights, and moral rights, trademark and trade name rights and
similar rights, trade secret rights, patent rights, and any other proprietary rights in
intellectual property of every kind and nature.
1.1. "Order Form" means the document used between the Reseller and the Customer to
purchase specified OpenGov services.
1.2. "Party"(or"Parties") refers to OpenGov and/or Customer. For the avoidance of doubt,
Reseller is not a Party to this Agreement.
1.3. "Subscription Term" means the period from the start date of the Software Services
specified on the first Order Form to the last end date of the Software Services
specified on any Order Form.
2. Software Services, Support, and Professional Services
2.1. Software Services. Subject to the terms and conditions of this Agreement, OpenGov will
use commercially reasonable efforts to provide the commercial -off -the -shelf software
solutions identified in the applicable Order Form ("Software Services"). Software
Services do not include any pre-release features, functionality, and/or software that
Customer elects to use while they are in beta.
2.2. Support and Service Levels. 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. OpenGov will provide support for the Software Services in accordance
with the Support and Software Service Levels found at opengov.com/service-sla, as
OpenSov End User License Agreement Revised September 1, 2024
long as Customer is entitled to receive support under the applicable Order Form and this
Agreement.
2.3. Professional Services. If OpenGov or its authorized independent contractors provides
professional services to Customer through Reseller, such as implementation services,
then OpenGov will specify the professional services ('Professional Services") in an
applicable statement of work("SOW"), which is incorporated herein by reference. Unless
otherwise specified in a SOW, any pre -paid professional services must be utilized within
one year from the Effective Date.
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 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 confidential personally identifiable information to OpenGov or the
Software Services platform.
3.2. Responsibilities. Customer shall be responsible for obtaining and maintaining
computers and third -party software systems of record (such as Customer's ERP
systems) needed to connect to, access or otherwise use the Software Services.
Customer also shall be responsible for: (a) ensuring that such equipment is compatible
with the Software 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 owns all interests and 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. 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 grants Customer a
non-exclusive, royalty -free license during the Subscription Term to use the Software
Services.
4.2. Customer Data. Customer Data and the Intellectual Property Rights therein belong to
Customer. Customer grants OpenGov and its partners (such as hosting providers) a non-
exclusive, royalty -free license to use, store, edit, and reformat Customer Data for the
2
OpenSov End User License Agreement Revised September 1, 2024
purpose of providing the Software Services. Customer further agrees that OpenGov and
its partners may use aggregated, anonymized Customer Data for purposes of product
enhancement, customer service, and data analysis. Insights gleaned from aggregated,
anonymized Customer Data will belong to OpenGov.
4.3. Access to Customer Data. Customer may download Customer Data from the Software
Services at any time during the Subscription Term, excluding during routine software
maintenance periods.
4.4. Deletion of Customer Data. Unless otherwise requested pursuant to this Section 4.4,
upon the termination of this Agreement, Customer Data shall be deleted pursuant to
OpenGov's standard 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. Such a request must be addressed to "OpenGov Vice President, Customer
Success" at OpenGov's address for notice in Section 10.2.
4.5. Feedback. "Feedback" means suggestions, comments, improvements, ideas, or other
feedback or materials regarding the Software Services provided by Customer to
OpenGov, including feedback provided through online developer community forums.
Customer grants OpenGov a non-exclusive, royalty -free, irrevocable, perpetual,
worldwide license to use and incorporate Feedback into the Software Services and
Documentation. 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. "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, and all Documentation.
5.2. Confidential Information does not include: (a) data that Customer has previously
released to the public; (b) data that Customer would be required to release to the public
upon request under applicable federal, state, or local public records laws; (c) Customer
Data that Customer requests OpenGov make available to the public in conjunction with
the Software Services; (d) information that becomes publicly known through no breach
by either Party; (e) information that was rightfully received by a Party from a third Party
without restriction on use or disclosure; or(f) information independently developed by
the receiving Party without access to the disclosing Party's Confidential Information.
5.3. Each Party agrees to obtain prior written consent before disclosing any of the other
Party's Confidential Information. Each Party further agrees to use the other's
3
OpenGov End User License Agreement Revised September 1, 2024
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 or court order, they must notify the other Party in writing before
making the disclosure to give the other Party an opportunity to oppose or limit the
disclosure.
6. Term and Termination
6.1. Subscription Term. This Agreement commences when the Parties execute this
Agreement and continues until the last end date of the Software Services specified on
the Order Form, unless sooner terminated pursuant to Section 6.3.
6.2. Renewal. This Agreement will renew if Customer enters another Order Form for the
Software Services and/or additional Professional Services before the end of the
Subscription Term.
6.3. Termination for Cause. If either Party materially breaches any term of 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. For any term after the first full year of this
Agreement, Customer may terminate this Agreement if it does not appropriate funds to
continue this Agreement in a future fiscal year by providing notice in writing no less than
30 days before the end of the then -current term, and if they terminate the Order Form
with the Reseller. Such termination shall be effective upon the expiration of the then -
current term. To invoke termination under this section, Customer must use good faith
efforts to secure the appropriate funds for the next year's fees.
6.5. Effect of Termination. Upon termination of this Agreement pursuant to Section 6: (a)
Customer shall pay in full for all Software Services and Professional Services for the
then -current annual term, (b) OpenGov shall stop providing Software Services and
Professional Services to Customer; and (c) each party shall (at the other party's option)
return or delete any of the other party's Confidential Information in its possession.
7. Payment of Fees
Fees for Software Services are due at the beginning of each year of the Subscription Term,
and Customer must timely pay all applicable fees to Reseller to avoid interruption of the
Software Services. Fees for Professional Services are due in advance, unless indicated
otherwise in the Order Form.
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
4
OpenGov End User License Agreement Revised September 1, 2024
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 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 Documentation. The foregoing warranty does not apply to any Software Services
that have been used in a manner other than as set forth in this Agreement. OpenGov
does not warrant that the Software Services will be uninterrupted or error -free.
Customer must give written notice of any claim under this warranty to OpenGov
within 90 days of Customer discovering the defect. 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 license for
such Software Services and Reseller will be entitled to recover all fees paid to
OpenGov for the deficient Software Services.
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 the
Intellectual Property Rights of any third party.
8.3. Disclaimer. OPENGOV DOES NOT WARRANT THAT THE SOFTWARE SERVICES WILL BE
UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE
RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE SERVICES. EXCEPT
AS SET FORTH IN THIS SECTION 8, THE SOFTWARE SERVICES ARE PROVIDED "AS IS"
AND OPENGOV DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY,
TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON -INFRINGEMENT.
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.
5
OpenSov End User License Agreement Revised September 1, 2024
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 FOR THE SOFTWARE SERVICES UNDER THE APPLICABLE
ORDER FORM IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.
9.3. Limitation of Liability Exclusions. The limitations of liability set forth in Sections 9.1 and
9.2 above do not apply to, and each party accepts liability to the other for: (a) claims
based on either Party's intentional breach of its obligations set forth in Section 5
(Confidentiality), (b) claims arising out of fraud or willful misconduct by either Party and
(c) either Party's infringement of the other Party's Intellectual Property Rights.
9.4. No Limitation of Liability by Law. Because some jurisdictions do not allow liability or
damages to be limited to the extent set forth above, some of the above limitations may
not apply to Customer.
10. Miscellaneous
10.1. Logo Use. OpenGov shall have the right to use and display Customer's logos and trade
names for marketing and promotional purposes in 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: legal@opengov.com 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.
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 due to any act of
god, act of governmental authority, or due to war, riot, labor difficulty, failure of
performance by any third -party service, utilities, or equipment provider, or any other
cause beyond the reasonable control of the Party delayed or prevented from
performing.
10.6. Severability; Waiver. If any provision of this Agreement is found to be unenforceable or
invalid, that provision will be limited or eliminated to the minimum extent necessary so
6
OpenSov End User License Agreement Revised September 1, 2024
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: Section 5.
(Confidentiality), Section 7(Payment of Fees), Section 4.4(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. Except as set
forth in this Section 10.8, neither party may assign, delegate, or otherwise transfer this
Agreement or any of its rights or obligations to a third party without the other party's
written consent, which consent may 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 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 each party.
City of Tukwila OpenGov, Inc.
Signature Signature
Name Name
Title Title
Date Date
7
OpenGov End User License Agreement Revised Septemberl, 2024
P E J AT
CARA
SOFT TEC
°LOGY CORP
114.A13.SUNSEI HILLS, ROAD G SUITi1100 I IiiESTON„ \1IRGINIA20190
PHONE (703) 871-8500 0 FAX (703) 871-8505 I TOLL FREE (888) O6CARAH
WWW.C.ARAHSOi=.N.COM SAL.I S@CAi2AHSCFT.Corvl
TO: Aaron Bemiller
City of Tukwila, WA
6200 Southcenter Blvd
Tukwila, WA 98188 USA
EMAIL aaron.bemiller@tukwilawa.gov
FROM: Heather Castellanos
Carahsoft Technology Corp.
11493 Sunset Hills Road
Suite 100
Reston, Virginia 20190
EMAIL: Heather.Castellanos@carahsoft.com
PHONE: PHONE: (571) 662-3750
TES 5. Contract Number: 05116
NASPO Master Contract Number: AR2472
Contract Term: 07/17/2017 to 09/15/2026
Shipping Point: FOB Destination
Credit Cards: VISA/MasterCard/AMEX
Remit To: Same as Above
Payment Terms: Net 30 (On Approved Credit)
Sales Tax May Apply
LINE NO. PART NO,
1 OG-SWBA-B150200M-AR
-3Y-491
2 OG-TWDB-B150200M-AR
-3Y-491
3 OG-TWDI-B150200M-AR-
3Y-491
4 OG-TWDM-B150200M-
AR-3Y-491
OG-TWDH-B150200M-AR
-3Y-491
6 OG-PSBG-B150200M-OT-
OY-491
7 OG-SWBA-B150200M-AR
-3Y-491
8 OG-TWDB-B150200M-AR
-3Y-491
9 OG-TWDI-B150200M-AR-
3Y-491
10 OG-TWDM-B150200M-
AR-3Y-491
11 OG-TW D H-B 150200M-AR
-3Y-491
CONFIDETIAL
PAGE1.�x
DESCRIPTION
06/02/2025 0 /01/2026
Budgeting & Planning - Between $150-200 Million - 3Y
OpenGov, Inc. - OG-SWBA-B150200M-AR-3Y
QUt TE NMt:
QUt TF DATE:
QUOTE EXPIRES;
RFQ NO;
SIAPPING:
TOTAL PRICE:
WA Tax
TOTAL QUO.'I.F
OpenGov Tax and Revenue - Between $150-200 Million -
3Y
OpenGov, Inc. - OG-TWDB-B150200M-AR-3Y
Tax and Revenue: Business License Tax - Between $150-
200 Million - 3Y
OpenGov, Inc. - OG-TWDI-B150200M-AR-3Y
Tax and Revenue: Other Revenue Type Tax - Between
$150-200 Million - 3Y
OpenGov, Inc. - OG-TWDM-B150200M-AR-3Y
Tax and Revenue: Payroll/Occupational Tax - Between
$150-200 Million - 3Y
OpenGov, Inc. - OG-TWDH-B150200M-AR-3Y
Professional Services Deployment - Prepaid - Between
$150-200 Million - OY
OpenGov, Inc. - OG-PSBG-B150200M-OT-OY
06/02/2025-06/01/2026 SUBTOTAL:
06/02/2026 06/01/2027
Budgeting & Planning - Between $150-200 Million - 3Y
OpenGov, Inc. - OG-SWBA-B150200M-AR-3Y
OpenGov Tax and Revenue - Between $150-200 Million -
3Y
OpenGov, Inc. - OG-TWDB-B150200M-AR-3Y
Tax and Revenue: Business License Tax - Between $150-
200 Million - 3Y
OpenGov, Inc. - OG-TWDI-B150200M-AR-3Y
Tax and Revenue: Other Revenue Type Tax - Between
$150-200 Million - 3Y
OpenGov, Inc. - OG-TWDM-B150200M-AR-3Y
Tax and Revenue: Payroll/Occupational Tax - Between
$150-200 Million - 3Y
OpenGov, Inc. - OG-TWDH-B150200M-AR-3Y
55640660
04/25/2025
06/14/2025
ESD
$573,209.42
$58,467.36
QUOTE PRICE
$631,676.78
Q°'I"Y EXTENI)ED PRICE
$88,498.12 COOP 1 $88,498.12
$11,577.28 COOP
11, 577.28
$4,453.30 COOP 1 $4,453.30
$4,453.30 COOP 1 $4,453.30
$35,626.44 COOP
$232.48 COOP 505
$92,888.32 COOP
$35,626.44
$117,402.40
$262,010.84
$92,888.32
$12,156.14 COOP 1 $12,156.14
$4,675.98 COOP
$4,675.98 COOP
$37,407.77 COOP
Q Pt')TF DATER 04/25/2025
QUOTE NO: 55640660
$4,675.98
$4,675.98
$37,407.77
P E J AT
CARA SOFT TEC A °LOGY CORP
114.AE3 SUNSET HILLS, ROAD G SUOTE 100 I IiiESTON„ \1IRGINIA20190
PHONE (703) 871-8 500 0 FAX (703) 871-8505 I TOLL FREE (888) 66CARAH
WWW.C.ARAHSOi.=.R..COM SAL..[ S@CAi2AHSCFT.Corvl
LINE NO. PART NO. DESCRIPTION
06/02/202.6-06/01 2077 SUIo3TOTAI.„:
06/02/2027-06/01/2028
12 OG-SWBA-B150200M-AR Budgeting & Planning - Between $150-200 Million - 3Y
-3Y-491 OpenGov, Inc. - OG-SWBA-B150200M-AR-3Y
13 OG-TWDB-B150200M-AR OpenGov Tax and Revenue - Between $150-200 Million -
-3Y-491 3Y
OpenGov, Inc. - OG-TWDB-B150200M-AR-3Y
14 OG-TWDI-B150200M-AR- Tax and Revenue: Business License Tax - Between $150-
3Y-491 200 Million - 3Y
OpenGov, Inc. - OG-TWDI-B150200M-AR-3Y
15 OG-TWDM-B150200M- Tax and Revenue: Other Revenue Type Tax - Between
AR-3Y-491 $150-200 Million - 3Y
OpenGov, Inc. - OG-TWDM-B150200M-AR-3Y
QUO1°'E PRICE
$97,532.76 COOP
$12,763.95 COOP
$4,909.77 COOP
$4,909.77 COOP
QTY EXTENT ED''RIIICE
151,804.19
97, 532.76
$12,763.95
$4,909.77
$4,909.77
16 OG-TWDH-B150200M-AR Tax and Revenue: Payroll/Occupational Tax - Between $39,278.14 COOP 1 $39,278.14
-3Y-491 $150-200 Million - 3Y
OpenGov, Inc. - OG-TWDH-B150200M-AR-3Y
66/02/2027- 6/01/2078 SUBTOTAL: $159,394.39
SU gTOTAL:
Opengov Terms of Service
$573,209.42
TOI'"AL PRICE: $573,209.42
WA lax $58,467.36
TO I AL QUO"f"'E: $631,676.78
Annual invoices will be delivered by the start of each consecutive annual period. Payment of invoices shall be annually in advance. Customer's use of the OpenGov services is
pursuant to the OpenGov End User License Agreement set forth at https://opengov.com/terms-of-service/end-user-license-agreement/
**PLEASE NOTE**
Please be sure to include any applicable contract numbers on your purchase order, as well as, all billing and shipping emails and mailing addresses to ensure your order can be
processed in a timely manner.
For orders that may be subject to taxes, please provide the end user's mailing address so the correct tax rate, if any, can be applied.
CO IFII ENTIAL
PAGE 2 of 3
TE. DATE: 04/25/2025
TIE NO: 55640660
CA AHS FirTEC GY C IP
11493 ,SUNSET' FIOLLS ROAD) SUITE 100 0 RESTOIN, VIR INIA 20190
PHONE (703) 871-8500 I FAX (73) 871.-850.5 0 TOLL FREE (888) 66CARAH
WWW,CARAHSOFT.COM I SALES@CARAFISOFT.COM
Please Sign Below:
Thomas McLeod - City of Tukwila, WA
Signature:
Print Name
Title:
Heather Castellanos - Carahsoft Technology Corp.
Signature:
Print Name
Title:
Date:
Date:
CO DL T(AL
PA 9 of
QUOTE I")ATE: 04/25/2025
QUOTE Bd3: 55640660
(MasterAgreement
for OpenGov)
PARTICIPATING ADDENDUM
NASPO ValuePoint
CLOUD SOLUTIONS 2016-2026
Administered by the State of Utah (hereinafter "Lead State")
MASTER AGREEMENT
Master Agreement No: AR2472
Carahsoft Technology Corporation
(hereinafter "Contractor")
and
State of Washington
(hereinafter "Participating State")
Washington Master Contract No.: 05116
This Participating Addendum for the above referenced Master Agreement ("Participating Addendum") is
made and entered into by and between the State of Washington acting by and through the Department
of Enterprise Services, a Washington State governmental agency ("Enterprise Services") and Carahsoft
Technology Corporation, a Maryland corporation ("Contractor") and is dated and effective as of August 1,
2017.
1. SCOPE: This Participating Addendum covers Cloud Solutions led by the State of Utah for use by state
agencies and other entities located in the Participating State authorized by that state's statutes to
utilize state contracts with the prior approval of the State's chief procurement official.
2. PARTICIPATION: Use of specific NASPO ValuePoint cooperative contracts by agencies, political
subdivisions and other entities (including cooperatives) authorized by an individual state's statutes to
use state contracts are subject to the prior approval of the respective State chief procurement official.
Issues of interpretation and eligibility for participation are solely within the authority of the State chief
procurement official. Pursuant to this Participating Addendum, the Master Agreement may be utilized
by the following ("Purchasing Entities"):
(a) WASHINGTON STATE AGENCIES. Washington state agencies, departments, offices, divisions,
boards, and commission; and any the following institutions of higher education in
Washington: state universities, regional universities, state college, community colleges, and
technical colleges.
(b) MCUA PARTIES. The Master Agreement also may be utilized by any of the following types of
entities that have executed a Master Contract Usage Agreement (MCUA) with Enterprise
Services:
■ Political subdivisions (e.g., counties, cities, school districts, public utility districts);
■ Federal governmental agencies or entities;
■ Public -benefit nonprofit corporations (i.e., § 501(c) (3) nonprofit corporations that
receive federal, state, or local funding); and
PARTICIPATING ADDENDUM — No. 05116: CARAHSOFT TECHNOLOGY CORPORATION
(11-1-2016)
Page 1
■ Federally -recognized Indian Tribes located in the State of Washington.
3. PARTICIPATING STATE MODIFICATIONS OR ADDITIONS TO MASTER AGREEMENT:
3.1. WASHINGTON'S ELECTRONIC BUSINESS SOLUTIONS (WEBS) SYSTEM: Within seven (7) days of
execution of this Participating Addendum, Contractor shall register in the Washington State
Department of Enterprise Services' Electronic Business Solutions (WEBS) System at
https://fortress.wa.gov/ga/webs/. Contractor shall ensure that all of its information therein
is current and accurate and that, throughout the term of the Master Agreement, Contractor
shall maintain an accurate profile in WEBS.
3.2. WASHINGTON'S STATEWIDE PAYEE DESK: To be paid for contract sales, Contractors must register
with Washington's Statewide Payee Desk. Washington state agencies cannot make
payments to a contractor until it is registered. Registration materials are available here:
Receiving Payment from the State.
3.3. CONTRACT SALES REPORTING. Contractor shall report total contract sales quarterly to
Enterprise Services, as set forth below.
(a) REPORTING. Contractor shall report quarterly Contract sales in Enterprise Services'
Contract Sales Reporting System. Enterprise Services will provide Contractor with a
login password and a vendor number.
(b) DATA. Each sales report must identify every authorized Purchasing Entity by name as
it is known to Enterprise Services and its total combined sales amount invoiced during
the reporting period (i.e., sales of an entire agency or political subdivision, not its
individual subsections). The "Miscellaneous" option may be used only with prior
approval by Enterprise Services. Upon request, Contractor shall provide contact
information for all authorized Purchasing Entities specified herein during the term of
this Participating Addendum. Refer sales reporting questions to the Primary Contact
set forth below. If there are no contract sales during the reporting period, Contractor
must report zero sales.
(C) DUE DATES FOR CONTRACT SALES REPORTING. Quarterly Contract Sales Reports must be
submitted electronically by the following deadlines for all sales invoiced during the
applicable calendar quarter:
For Calendar Quarter Ending
Contract Sales Report Due
March 31
April 30
June 30
July 31
September 30
October 31
December 31
January 31
3.4. VENDOR MANAGEMENT FEE: Contractor shall pay to Enterprise Services a vendor management
fee ("VMF") of 1.5 percent on the purchase price for all contract sales (the purchase price is
the total invoice price less applicable sales tax).
(a) The sum owed by Contractor to Enterprise Services as a result of the VMF is calculated
as follows:
Amount owed to Enterprise Services = Total contract sales invoiced (not
including sales tax) x .015
PARTICIPATING ADDENDUM — No. 05116: CARAHSOFT TECHNOLOGY CORPORATION
(11-1-2016)
Page 2
(b) The VMF must be rolled into Contractor's current pricing. The VMF must not be
shown as a separate line item on any invoice unless specifically requested and
approved by Enterprise Services.
(c) Enterprise Services will invoice Contractor quarterly based on contract sales reported
by Contractor. Contractor shall not remit payment until it receives an invoice from
Enterprise Services. Contractor's VMF payment to Enterprise Services must reference
the following:
■ This Washington Master Contract No.: 05116
■ The NASPO Master Agreement No.: AR2472
■ The year and quarter for which the VMF is being remitted, and
■ Contractor's name as set forth in this Contract, if not already included on the
face of the check.
(d) Contractor's failure accurately and timely to report total net sales, to submit usage
reports, or remit payment of the VMF to Enterprise Services, may be cause for
suspension or termination of this Participating Addendum or the exercise of any other
remedies as provided by law.
(e) Enterprise Services reserves the right, upon thirty (30) days advance written notice,
to increase, reduce, or eliminate the VMF for subsequent purchases.
(f) For purposes of the VMF, the parties agree that the initial management fee is included
in the pricing. Therefore, any increase or reduction of the management fee must be
reflected in contract pricing commensurate with the adjustment.
3.5. COMPLIANCE WITH LAW; TAXES, LICENSES, & REGISTRATION: Contractor shall comply with all
applicable law. Contractor shall register to conduct business in the State of Washington and
promptly acquire and maintain all necessary licenses and registrations and pay all applicable
taxes and fees. In addition, for all sales to purchasers in the State of Washington, Contractor
shall calculate, collect, and remit, as appropriate, the applicable state and local sales tax on
all invoices.
3.6. COMPLIANCE WITH PARTICIPATING STATE'S (WASHINGTON'S) STATEWIDE IT POLICIES: Contractor shall
comply with Participating State's statewide information technology policies, as applicable,
for Purchasing Entities — promulgated by Washington's Office of the Chief Information
Officer (OCI00. Such policies are located on the OCIO website at:
https://ocio.wa.gov//policies. These policies include, but are not limited to, the following:
■ Security Policy 141
■ Accessibility Policy 188
Prior to final execution of a Purchasing Entities' contract with a Contractor, the Contractor's
application(s) will be subject to a Security Design Review performed by Washington
Consolidated Technology Services to ensure compliance with Office of the Chief Information
Officer (OCIO) Security Policies.
4. LEASE AGREEMENTS: Leasing, renting, or purchasing equipment is not allowed throughout the term of
the Master Agreement.
PARTICIPATING ADDENDUM — No. 05116: CARAHSOFT TECHNOLOGY CORPORATION Page 3
(11-1-2016)
5. PRIMARY CONTACTS: The primary contact individuals for this Participating Addendum are as follows (or
their named successors):
Contractor
Participating State
Carahsoft Technology Corporation
1860 Michael Faraday Drive, Suite 100
Reston, VA 20190
State of Washington
Department of Enterprise Services
Contracts, Procurement and Risk Mgmt.
P.O. Box 41411
Olympia, WA 98504-1411
Contract Management
Attn: Bethany Blackwell
Tel: (703) 230-7453
Email: NAPPO@carahsoft.com
Attn: Mike Dombrowsky
Tel: (360) 407-8717
Email: mike.dombrowky@des.wa.gov
Legal Notice
Attn: Robert Moore, Vice President
6. FULFILLMENT PARTNER: All Contractor's Distributors authorized in the State of Washington, as shown on
the dedicated Contractor NASPO ValuePoint website, are approved to provide sales and service
support to participants in the NASPO ValuePoint Master Agreement. The Contractor's Distributor's
participation will be in accordance with the terms and conditions set forth in the aforementioned
Master Agreement.
7. ORDERS: Unless the parties to the Order agree in writing that another contract or agreement applies
to such order, any Order placed by a Participating Entity or Purchasing Entity for a Product and/or
Service available from this Master Agreement shall be deemed to be a sale under (and governed by
the prices and other terms and conditions of) the Master Agreement as conditioned by this
Participating Addendum.
8. GENERAL:
(a) INTEGRATED AGREEMENT; MODIFICATION. This Participating Addendum and Master Agreement,
together with its exhibits, set forth the entire agreement and understanding of the Parties
with respect to the subject matter and supersedes all prior negotiations and representations.
This Participating Addendum may not be modified except in writing signed by the Parties.
(b) AUTHORITY. Each party to this Participating Addendum, and each individual signing on behalf
of each party, hereby represents and warrants to the other that it has full power and authority
to enter into this Participating Addendum and that its execution, delivery, and performance
of this Participating Addendum has been fully authorized and approved, and that no further
approvals or consents are required to bind such party.
(c) ELECTRONIC SIGNATURES. A signed copy of this Participating Addendum or any other ancillary
agreement transmitted by facsimile, email, or other means of electronic transmission shall be
deemed to have the same legal effect as delivery of an original executed copy of this
Participating Addendum or such other ancillary agreement for all purposes.
PARTICIPATING ADDENDUM — No. 05116: CARAHSOFT TECHNOLOGY CORPORATION
(11-1-2016)
Page 4
(d) COUNTERPARTS. This Participating Addendum may be executed in one or more counterparts,
each of which shall be deemed an original, and all of which counterparts together shall
constitute the same instrument which may be sufficiently evidenced by one counterpart.
Execution of this Participating Addendum at different times and places by the parties shall not
affect the validity thereof so long as all the parties hereto execute a counterpart of this
Participating Addendum.
EXECUTED as of the date and year first above written.
STATE OF WASHINGTON
CARAHSOFT TECHNOLOGY CORPORATION,
DEPARTMENT OF ENTERPRISE SERVICES A MARYLAND CORPORATION
By:
Scott Smith
Its: State IT Procurement Manager
By:
Robert Moore
Its: Vice President
PARTICIPATING ADDENDUM — No. 05116: CARAHSOFT TECHNOLOGY CORPORATION
(11-1-2016)
Page 5