HomeMy WebLinkAbout2022-03-21 I01G_04 OpenGov Subscription AgreementAGENDA ITEM:
CITY OF WAUKEE, IOWA
CITY COUNCIL MEETING COMMUNICATION
MEETING DATE: March 21, 2022
AGENDA ITEM:Consideration of approval of OpenGov Citizen Request Management (CRM)
software services agreement and project scope.
FORMAT:Consent
SYNOPSIS INCLUDING PRO & CON: OpenGov CRM is a cloud-based application that allows
the public to submit requests through an online portal, be able to track
progress of the requests, and allow city staff to initiate internal processes, such
as: plan review, inspection, and issuance of permits, all under one platform.
The agreement will allow the city to enter a year-to-year subscription contract
for use of the OpenGov CRM. This agreement would also then kick off the
first phase of this project to migrate the building inspection team’s workflows
to this platform, allowing the city to reduce time, cost, and increase speed and
effectiveness for the delivery of city services to the public.
FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS: This platform has an annual
subscription cost.
For the first two cycle of payments, an additional professional services fee is
necessary for the customization and deployment of the public’s portal,
residential/commercial/rental inspection and permitting processes, and the
integration of our existing GIS, plan review, and records management
software platforms.
The cost table is included in the attachment with projected annual costs from
deployment date to FY28.
COMMISSION/BOARD/COMMITTEE COMMENT:
STAFF REVIEW AND COMMENT: Staff recommends approval of the software agreement.
RECOMMENDATION: Staff recommends approval of the resolution.
ATTACHMENTS: I. OpenGov Software Services Agreement
II. OpenGov Platform Overview
III. Cost estimate table / Order sheet
IV. Project Scope
PREPARED BY: Son Le
I1G4
REVIEWED BY:
PUBLIC NOTICE INFORMATION –
NAME OF PUBLICATION:
DATE OF PUBLICATION:
THE CITY OF WAUKEE, IOWA
RESOLUTION 2022-
APPROVING AGREEMENT FOR SOFTWARE SUBSCRIPTION SERVICES AND
PROJECT SCOPE [OPENGOV CRM]
IN THE NAME AND BY THE AUTHORITY OF THE CITY OF WAUKEE, IOWA
WHEREAS, the City of Waukee, Dallas County, State of Iowa, is a duly organized Municipal
Organization; AND,
WHEREAS, the City desires to enter into agreement with OpenGov for the software
subscription; AND,
WHEREAS, the project scope consisting of professional services fees for the implementation,
customization, and deployment of OpenGov platform for the City’s building inspection
processes, permits and applications, and the integration of GIS data, Laserfiche records
management system, financial data export, and Bluebeam for plan review processes; AND,
NOW THEREFORE BE IT RESOLVED by the City Council of the City of Waukee that the
Agreement for software [OpenGov CRM] and services between OpenGov and the City of
Waukee, Iowa is hereby approved.
Passed by the City Council of the City of Waukee, Iowa, and approved the 21st day of March
2022.
____________________________
Courtney Clarke, Mayor
Attest:
___________________________________
Rebecca D. Schuett, City Clerk
RESULTS OF VOTE: AYE NAY ABSENT ABSTAIN
Anna Bergman Pierce
R. Charles Bottenberg
Chris Crone
Larry R. Lyon
Ben Sinclair
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 6525 Crown Blvd #41340,San Jose,CA 95160 (“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.
“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.
“Initial Term”means the initial license term specified in number of years on the Order Form,commencing on
the Effective Date.
“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.
“Order Form”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 Services.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 &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 https://opengov.com/service-sla,as long as Customer is entitled to receive support under
the applicable Order Form and this Agreement.
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 (“SOW”)
agreed to by the parties (the “Professional Services”).Unless otherwise specified in the SOW,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,pre-approved by Customer and
incurred by OpenGov in performing the professional services will be reimbursed by Customer.Travel expenses
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OPENGOV SOFTWARE SERVICES AGREEMENT
include cost of coach airfare travel round trip from the individual’s location to Customer's location,reasonable
hotel accommodations, ground transportation and meals.
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,copy 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 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 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 (which include,without limitation the hosting providers of the Software Services)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 Feedback.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,provided that prior written notice of such required disclosure and an opportunity to oppose or
limit disclosure is given to the Disclosing Party.
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OPENGOV SOFTWARE SERVICES AGREEMENT
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.
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”.Except to the extent otherwise expressly stated in this Agreement or in an Order Form,(i)all obligations to
pay Fees are non-cancelable and all payments are non-refundable,(ii)Customer must pay all Fees due under all
Order Forms and SOW within thirty (30)days after Customer receives each invoice (invoices are deemed
received when OpenGov emails them to Customer ’s designated billing contact);(iii)the Software Service Fee
shall be due annually in advance,and (iv)Customer must make all payments without setoffs,withholdings or
deductions of any kind.
(b)Annual Software Maintenance Price Adjustment.OpenGov shall increase the Fees payable for the
Software Services during any Renewal Term by 5% each year of the Renewal Term.
(c)Invoicing and 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,pre-approved by the Customer,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.
(e)Customer Delays; On Hold Fee.
I.On Hold Notice.Excluding delays caused by Force Majeure as described in Section 10.5,if
OpenGov determines that Customer’s personnel or contractors are not completing Customer ’s
responsibilities described in the applicable SOW timely or accurately,OpenGov shall promptly,but in no
event more than thirty (30)days from the date of such determination deliver to Customer a notice (an “On
Hold Notice”)that (A)designates the Professional Services to be provided to the Customer as “On Hold”,
(B)detail Customer ’s obligations and responsibilities necessary for OpenGov to continue performing the
Professional Services,and (C)specify the Customer shall be invoiced for lost time in production (e.g.
delayed or lost revenue resulting from rescheduling work on other projects,delay in receiving milestone
payments from Customer,equipment,hosting providers and human resources idle)for a fee equal to 10%of
the first year Software Service Fee (the “On Hold Fee”).
II.Effects of On Hold Notice.Upon issuing an On Hold Notice,OpenGov shall be entitled,
without penalty,to (A)reallocate resources otherwise reserved for the performance of the Professional
Services,and (B)stop or caused to be stopped the Professional Services to be provided to the Customer
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OPENGOV SOFTWARE SERVICES AGREEMENT
until the Customer has fulfilled its obligations as set forth in the On Hold Notice.OpenGov shall remove the
“On Hold”status,only upon Customer ’s fulfillment of its obligations set out in the On Hold Notice,including
payment of the On Hold Fee.Upon Customer ’s fulfillment of its obligations in the On Hold Notice,OpenGov
may,in its sole discretion,extend the timeline to complete certain Professional Services up to six (6)weeks,
depending on the availability of qualified team resources (OpenGov cannot guarantee that these team
resources will be the same as those who were working on the project prior to it being placed On Hold).
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 or adhere to a Customer
schedule which were brought to the attention of the Customer on a timely basis,unless such delays result,
directly or indirectly from the failure of OpenGov or its authorized independent contractors to perform the
Professional Services in accordance with this Agreement or applicable SOW.
6.2 Consequences of Non-Payment.If Customer fails to make any payments required under any Order Form
or SOW,then in addition to any other rights OpenGov may have under this Agreement or applicable law,(a)
Customer will owe late interest penalty of 1.5%of the outstanding balance per month,or the maximum rate
permitted by law,whichever is lower and (b)If Customer ’s account remains delinquent (with respect to payment of
a valid invoice)for thirty (30)days after receipt of a delinquency notice from OpenGov,which may be provided via
email to Customer ’s designated billing contact,OpenGov may temporarily suspend Customer ’s access to the
Software Service for up to ninety (90)days to pursue good faith negotiations before pursuing termination in
accordance with Section 7.Customer will continue to incur and owe all applicable Fees irrespective of any such
Service suspension based on such Customer delinquency.
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
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”) unless sooner terminated pursuant to Section 7.3 below.
7.2 Renewal.This Agreement shall automatically renew for another period of the same duration as the Initial
Term (the “Renewal Term”and together with the Initial Term,the “Term”),unless either party notifies the other
party of its intent not to renew this Agreement in writing no less than thirty (30)days before the end of the Initial
Term.
7.3 Termination.Neither party shall have the right to terminate this Agreement without a legally valid cause.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.
7.4 Effect of Termination.
(a)In General.Upon termination pursuant to Section 7.3 or expiration of this Agreement pursuant to
Section 7.1:(a)Customer shall pay in full for all Software Services and Professional Services performed up to and
including the effective date of termination or expiration,(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.Unless otherwise requested pursuant to this Section 7.4(b),upon the
expiration or termination of this Agreement the Customer Data,excluding any Insights,shall be deleted pursuant
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OPENGOV SOFTWARE SERVICES AGREEMENT
to OpenGov’s standard data deletion and retention practices.Upon written request,Customer may request
deletion of Customer Data,excluding any Insights,prior to 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 OpenGov.
(a)General Warranty.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 OpenGov for the
deficient work.Customer must make any claim under the foregoing warranty to OpenGov 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 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 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 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.
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OPENGOV SOFTWARE SERVICES AGREEMENT
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 unauthorized use, distribution, or disclosure of the other party’s intellectual property.
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 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,including legal 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 Anti-corruption. 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 Severability;Waiver.If any provision of this Agreement is found to be unenforceable or invalid,that
provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise
remain in full force and effect and enforceable.Any express waiver or failure to exercise promptly any right under
this Agreement will not create a continuing waiver or any expectation of non-enforcement.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 prevailing party
will be entitled to recover costs and attorneys’ fees.
10.10 Governing Law and Jurisdiction.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
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OPENGOV SOFTWARE SERVICES AGREEMENT
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.
[SIGNATURE PAGE TO FOLLOW]
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OPENGOV SOFTWARE SERVICES AGREEMENT
Signatures
Customer: ____________________OPENGOV,INC.
Signature:Signature:
Name:Name:
Title:Title:
Date:Date:
[SIGNATURE PAGE TO OPENGOV SOFTWARE SERVICES AGREEMENT]
Rev. 2018.01_210428
Powering More Effective and
Accountable Government
OpenGov & City of Waukee, IA
Partnership Overview
February , 2021
Confidential, Do not share
2020 brought a new normal
86%
Of state and local leaders
agree remote work will be
critical moving forward*
*Source: Center for Digital Government Survey of 168 public-sector leaders
Confidential, Do not share
and widened the digital divide
75%
Need to improve productivity
and service to meet public
demands*
Constrained budgets
Rising citizen expectations
Aging workforces
Outdated Technology
*Source: OpenGov State of Local Government Survey (500+ respondents)
Confidential, Do not share
But success requires a customer-centric cloud partner
Leading administrations are embracing the cloud at an unprecedented pace
Powering More Effective and
Accountable Government
Cloud Budgeting, Financials, and Citizen Services
for 21st Century Public Administration
Confidential, Do not share
Government Only. Cloud Only.
Increase productivity | Improve citizen experience | Build resilience
Anywhere, any device.
Nothing to install
Software that’s easy to
understand
Rapid enhancements
driven by user feedback
Fortified security and
infrastructure
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Trusted by over 1,000 Governments
Responsive multi-channel
support
Timely implementation
based on best-practices
Proven Results
●80% less time spent on
reporting
●50% less time spent on
budget development
●5x faster permit issuance
Confidential, Do not share
Trusted by Leading Governments - Municipalities
Confidential, Do not share
City of
Auburn
City of
New Britain
City of
Buena Park
City of
Fairfield
City of
Providence
City of
Danbury
Town of
Worcester
County of
Franklin
City of
Stamford
Confidential, Do not share
Mission-Driven Government Expertise
300+ Years of Combined Government Experience
MARK WELCH
Former Administrative
Services Director at City
of Ashland, Oregon
KENT HUDSON
Former Assistant City
Manager at City of
Vernon, Texas
SETH CUMMINS
Former Financial Analyst
at City of Milpitas
SCOTT COBLE
Former Technology and
Process Manager, OMB, at
Montgomery County,
Maryland
ALMIS UDRYS
Former Assistant Chief
Operating Officer at
San Diego, California
CHARITY HOLMAN
Former Deputy City
Secretary at City of
Westworth Village,
Texas
MONICA COOK
Former HHS Researcher at the
Public Policy Institute of
California (PPIC)
JAMIE CASTELLANOS
Former Application
Analyst at City of
Berkeley, California
MIKE MCCANN
Former Assistant Finance
Director at City of
Monterey, California
ARIANA TUCKEY
Former Supervisory
Budget Analyst at the FBI
ROBERTO RUIZ
Former Senior Budget
Analyst at Teacher
Retirement System of
Texas
MICAH INTERMILL
Former Budget Director at
Minneapolis, Minnesota
JENNIFER NORDIN
Former Budget and
Performance Analyst at
Montgomery County,
Maryland
ZAC BOOKMAN
Former Special Advisor for
Rule of Law and Governance
with the International
Security Assistance Forces
Application Support Lead,
Financials VP Government Finance Solutions Implementation Analyst Product Lead, Financials
Director, Solutions
Engineering - Budgeting Integrations EngineerCEO
Technical Account Manager Director, Professional Services Senior Implementation Analyst Solutions Engineer Manager, Solution Architecture Lead Implementation Analyst
Senior Manager, Solutions
Engineering - Financials
Solicitation Development
Supplier Engagement
Evaluations & Awards
Contract Management
OpenGov ERP Cloud
Reporting & Transparency Platform
Dashboards Analysis Transparency Citizen Engagement
Confidential, Do not share
ProcurementBudgeting &
Planning
Operating Budget
Capital Planning
Workforce Planning
Online Budget Book
Citizen
Services
Permitting and Licensing
Inspections
Public Portal
Workflow and eSignature
Financials
Core Financials
Payroll & HR
Utility Billing
Performance Measures
Confidential, Do not share
Citizen Services
One Cloud Suite to Power Every Permitting and Licensing Workflow
Al
t
e
r
n
a
t
i
v
e
S
l
i
d
e
For CIT Suite
Building Permits
Business Licenses
Pet Licenses
Virtual Inspections
Short-Term Rentals
Police
Planning and Zoning
Outdoor Dining
Fire and Safety
Public Works
Cannabis Licensing
Special Events
Code Enforcement
Health Permits
Economic Recovery
Programs
Confidential, Do not share
Current State vs. Future State Online Forms and
automatically calculated
fees with Citizen Services
helps you:
Save 50% staff time spent
on processing permits and
licenses
Route applications through
multi-step approvals
across departments
Communicate with
constituents online
Process online payments
Confidential, Do not share
Wooster, OH Customer Case Study
Citizen Services Government Permitting & Licensing |
OpenGov
Confidential, Do not share
Procurement
Manage
Contracts
Evaluate &
Award
Engage
Suppliers
Develop
Solicitations
RFx & Bid Management
Workflow Automation
Template Library
Supplier Self-Service
Guided Bidding
Social Engagement
Centralized Bid Scoring
Committee Management
Any Decision Criteria
Spend Tracking
Searchable Repository
Review and Approve
Collaborative Procurement, End-to-End
Strategic
Procurement
Confidential, Do not share
From Static PDFs to Drillable Daily Updates
Interactive Reporting &
Transparency helps you:
Align staff, electeds, public
Monitor performance
Communicate initiatives
Improve decision-making
Confidential, Do not share
All Clouds Aren’t Equal
Anywhere, Any Device
Nothing to install – only a browser required
Intuitive User Interfaces
Eliminate the nuances and complexities that only
“power users” can understand
Fast and Configurable
Get up-and-running quickly providing value when
you need it
Cloud-First
Focused on one great experience, not managing
different versions of software
Continuous Enhancement
Rapid innovation driven by customer feedback
World-class security and infrastructure
Built on leading cloud infrastructure (like AWS) to
ensure resiliency
100% Hassle-Free
Always up-to-date with no effort from your
government
Future-Proof
Most software will be re-architected for the cloud –
setting the stage for future headache
Confidential, Do not share
Structured Approach
Customer Specific Implementation
Focus on Short-term
and Long-term goals,
not just replicating
processes
Validate
understanding and
process across
government teams
Balance change
management with
culture, goals and
vision
Expediting
time-to-value by
tailoring to your
unique needs
Deployment Methodology & Engagement
Technical
Planning &
Design Setup Validate Deploy &
Enable
Own
(Ongoing)
•Project Kickoff
•Requirements
•Functional Review
•Design Review
•Solution Document
•Application Config
•Solution Config
•Data Load
•Peer Review
•Solution Validation
•Data Validation
•Customer Review
•Admin Training
•Launch Prep
•User Training
•Launch Support
•Transition
•Acceptance
•CSM Engagement
•OG Support team
•Solution Roadmap
•User Groups
Contract
Award
•Understand
goals & use
cases
Customer Success
Support & TAM
Account
Executive
Sales
Engineer
Customer Manager (CM)
Professional Services (PM, IA)
Business
CONFIDENTIAL • Do Not ShareConfidential, Do not share
Confidential, Do not share
Premium Support
Service Levels
Benefits Standard Premium
Unlimited Number of Support Cases per Year*✔✔
Unlimited Access to OpenGov Resource Center ✔✔
Unlimited Online access to the Support Request Portal ✔✔
Access to Phone/Chat Support 4:00 AM PT to 7:00 PM PT, Mon-Fri (excl. Holidays)✔✔
Designated OpenGov Contact -✔
Faster Response Times -✔
Confidential, Do not share
Support First Response SLAs
Severity Level Standard Support Premium Support
Urgent One (1) Business Hour One (1) Calendar Hour
High One (1) Business Day Two (2) Business Hours
Normal Four (4) Business Days Eight (8) Business Hours
Low Eight (8) Business Days Two (2) Business Days
Premium Support Significantly Improves First Response Times
CONFIDENTIAL • Do Not Share
Web
support.opengov.com
Ask for support on specific
problems and reference
“how to” documentation
24/7
How to Engage OpenGov Support
Chat
support.opengov.com
Find answers to your
questions in real time,
powered by automated
tools and technical support
experts
Email
support@opengov.com
Kickoff getting support for
your questions and
challenges directly from
your email inbox
Phone
(650) 336-7167
Talk through your
questions with one of our
technical support experts
4:00 AM PT to 7:00 PM PT,
Mon-Fri
Created On: 2/15/2022 Prepared By: Julian Jackson
Order Form Expiration: 3/31/2022 Email: Jjackson@opengov.com
Subscription Start Date: 4/1/2022
Subscription End Date: 6/30/2027
Customer Information
Customer:Billing Contact:Son Le
Bill To/Ship To:Email:sle@waukee.org
Billing Frequency:Annual
Payment Terms:Net Thirty (30) Days
SOFTWARE SERVICES:
Start Date End Date Annual Fee
4/1/2022 6/30/2022 $8,000.00
7/1/2022 6/30/2023 $32,000.00
7/1/2023 6/30/2024 $32,960.00
7/1/2024 6/30/2025 $33,948.80
7/1/2025 6/30/2026 $34,967.26
7/1/2026 6/30/2027 $36,016.28
Annual Subscription Total: See Billing Table
PROFESSIONAL SERVICES:
Description
Professional Services Payment 1: $11,000.00
Professional Services Payment 2: $11,000.00
Professional Services Total: $22,000.00
Billing Date Amount Due
April 1, 2022 $19,000.00
July 1, 2022 $43,000.00
July 1, 2023 $32,960.00
July 1, 2024 $33,948.80
July 1, 2025 $34,967.26
July 1, 2026 $36,016.28
OpenGov, Inc.
Signature: Signature:
Name: Name:
Title: Title:
Date: Date:
Order Form Legal Terms
Welcome to OpenGov! Thanks for using our Software Services. This Order Form is entered into between OpenGov, Inc., with its principal place of business at PO Box 41340, San Jose, CA
95160 (“OpenGov”), and you, the entity identified above (“Customer”), as of the Effective Date. This Order Form includes and incorporates the OpenGov Software Services Agreement ("SSA")
executed by the parties and attached, or if no such SSA is executed or attached, the SSA at https://opengov.com/terms-of-service and the applicable Statement of Work ("SOW") incorporated
herein in the event Professional Services are purchased. The Order Form, SSA and SOW shall hereafter be referred to as the "Agreement". Unless otherwise specified above, fees for the
Software Services and Professional Services shall be due and payable, in advance, on the Effective Date. By signing this Agreement, Customer acknowledges that it has reviewed, and agrees to
be legally bound by, the OpenGov Terms and Conditions. Each party’s acceptance of this Agreement is conditional upon the other’s acceptance of the terms in the Agreement to the exclusion
of all other terms.
Citizen Services - 3 Service Area
Dashboards, Multi-Approval Workflows - 3 Service Area, Open
Town Hall, Reporting & Analytics, Stories, Transparency
City of Waukee, IA
Product configuration, setup, and training described in the attached SOW.
Billing Table:
OpenGov Deployment — One Time Fee
(Prorated Annual Software Fee + Professional Services Payment 1)
(Annual Software Fee + Professional Services Payment 2)
OpenGov Inc. PO Box 41340
San Jose, CA 95160
United States
230 W. Hickman Road
Waukee, IA 50263
United States
City of Waukee, IA
Product / Service
Citizen Services - 3 Service Area
Dashboards, Multi-Approval Workflows - 3 Service Area, Open
Town Hall, Reporting & Analytics, Stories, Transparency
Product / Service
Order Details
Citizen Services - 3 Service Area
Dashboards, Multi-Approval Workflows - 3 Service Area, Open
Town Hall, Reporting & Analytics, Stories, Transparency
Citizen Services - 3 Service Area
Dashboards, Multi-Approval Workflows - 3 Service Area, Open
Town Hall, Reporting & Analytics, Stories, Transparency
Citizen Services - 3 Service Area
Dashboards, Multi-Approval Workflows - 3 Service Area, Open
Town Hall, Reporting & Analytics, Stories, Transparency
Citizen Services - 3 Service Area
Dashboards, Multi-Approval Workflows - 3 Service Area, Open
Town Hall, Reporting & Analytics, Stories, Transparency
Statement of Work
City of Waukee, IA
Created by: Adam J. Weems
Creation Date: 02/11/2022
Document Number: DD-02386
Version Number: 1
Overview 2
Preamble 2
Methodology 3
Project Initiation 3
Best Practice Review 4
Configuration 4
Validation 4
Deploy 5
Project Completion 5
Project Schedule 5
Roles and Responsibilities 5
Roles and Responsibilities Matrix 5
Governance 8
Regular Communication Components 8
Commitment to Project Direction and Goals 9
Escalation Process 10
Process 10
Escalation Requirements 10
Documentation 11
General Project Commitments 11
Project Scope 12
OpenGov Reporting & Transparency Platform 12
OpenGov Reporting & Transparency Platform Project Deliverables 12
1
Project Tasks 12
Initiate 12
Best Practices 13
Configuration 13
Deploy 13
OpenGov Citizen Services Suite (CIT Suite)14
CIT Suite Project Deliverables 14
Project Tasks 14
Initiate 14
Best Practice 15
Configuration 15
Validation 17
Deploy 18
Single Server Sign On 18
Acceptance 19
Acceptance Process 19
Acceptance Requirements 20
Change Management 20
1.Overview
1.1.Preamble
This Statement of Work (“SOW”)identifies services that OpenGov,Inc.(“OpenGov”or “we”)
will perform for City of Waukee,IA (“Customer”or “you”)pursuant to that order for
Professional Services entered into between OpenGov and the Customer (“Order Form”)
which references the Software Services Agreement or other applicable agreement entered
into by the parties (the “Agreement”).
●Customer’s use of the Professional Services are governed by the Agreement and not
this SOW.
●Upon execution of the Order Form or other documentation referencing the SOW,this
SOW shall be incorporated by reference into the Agreement.
●In the event of any inconsistency or conflict between the terms and conditions of this
SOW and the Agreement,the terms and conditions of this SOW shall govern with
respect to the subject matter of this SOW only.Unless otherwise defined herein,
capitalized terms used in this SOW shall have the meaning defined in the Agreement.
●This SOW may not be modified or amended except in a written agreement signed by
a duly authorized representative of each party.
●openGov will be deployed as is,Customer has access to all functionality available in
the current release.
2
2.Methodology
OpenGov’s deployment methodology,often referred to as the OpenGov Way (“OG Way”),
delivers on OpenGov’s mission to power more effective and accountable governments.’It is
an innovative,modern,and iterative approach that leads our customers to successfully
deploy our products and help them successfully achieve their vision.The OG Way
differentiates itself in the market by its foundation of customer empowerment.We rely on
our years of experience working with governments,leading in governments,and leveraging
best practices from the public and private sector in order to coach our customers through
the change management needed to leverage our best practices and quality software.This
methodology requires a degree of focus and engagement to ensure collaboration between
both parties to produce the desired results in a timely manner.We look forward to our
partnership and can’t wait to show you how The OG Way will improve the way you do
business and the services you’re able to provide to your citizens!
Project Initiation
During project initiation,we will introduce project resources,review the products and
services purchased,finalize project timelines,and conduct the kickoff meeting.Both
OpenGov and Customer are responsible for assigning their Project Managers for the
project.We will hold a planning meeting to review all project documents OpenGov has
received to date.We’ll also provide additional worksheets that need to be included.We’ll
3
set-up meetings to finalize the project plan and ensure there is a centralized location for
these documents to be stored for collaboration.Lastly,we’ll determine the date for the
larger kickoff meeting and discuss the agenda for this critical meeting.
Best Practice Review
●OpenGov will provide your team with access to OG University and OpenGov’s
Resource Center so that you can start learning.
●Provided checklists with samples of data and information that we’ll need completed.
We will obtain all data and integration information at this time in our standard format.
●We will review your agency-specific documents to validate your business
requirements.
●We will then coach you on our best practices by showing you how our tool works in
the most effective manner.
●Based on our best practices review,we’ll make solution recommendations based on
our domain expertise.
●We’ll align with your team based on our understanding of your operating processes
based on technical requirements and product functionality.
●We’ll review all data and integration requirements.A data map will be mutually
agreed upon and signed off on by Customer.
●We'll present a solution document to be mutually agreed upon prior to starting the
configuration.
Configuration
●We will set-up the base configuration based on the mutually agreed upon solution
document.
●We will mutually configure the use cases based on the mutually agreed upon solution
document.
●We will migrate your data based on our mutually agreed upon data map.
Validation
●Review the completed work performed during configuration.
●The appropriate members of the Customer project team will confirm that the
solution has been configured correctly based on the solution and data mapping
documents by testing the use of the solution.
●Training will be provided based on the selected package, or as set forth herein.
●Any items that were configured or migrated incorrectly based on the data map and
solution document will be tracked via an issue log.We will work with your team to
identify deployment critical issues that will be worked out prior to launch.If the item
is not included in the mutually agreed upon data map and solution document,a
4
mutually agreed upon change order will be discussed as defined in Section 10
Change Management of this SOW.
●The exit criteria for this phase is the sign off by the Customer’s Project Manager of
the configuration based on the mutually agreed upon solution and data map as
defined in Section 9 Acceptance of this SOW.
Deploy
●The solution is usable by Customer.
Project Completion
●Customer is sent a project acceptance form to sign as defined in Section 9
Acceptance of this SOW.
●Customer will be asked to respond to a brief survey to provide feedback about the
experience.
●Customer is introduced to Customer Support and educated on how to engage with
customer support based on Customer’s procured package.
3.Project Schedule
OpenGov will schedule resources for this project upon signature of the order form.Unless
specifically noted,the OpenGov assigned project manager (as identified below or such
alternate designated by OpenGov,the “OpenGov Project Manager”)will work with Customer
Project Manager to develop the project schedule for all requested deliverables under this
SOW.OpenGov reserves the right to adjust the schedule based on the availability of
OpenGov resources and/or Customer resources,and the timeliness of deliverables provided
by the Customer.
4.Roles and Responsibilities
4.1.Roles and Responsibilities Matrix
OpenGov
Role Role Description
Executive Sponsor
(“ES”)
Responsible for ensuring alignment on project value proposition
and vision. Escalation point for Customer Executive Sponsor to
5
mitigate any risks that the project team cannot resolve. Executive
Sponsor attends monthly (or other frequency) executive
meetings to review deployment status, documented issue list,
status and closure summary.
Project Manager
(“PM”)
Responsible for the delivery of the professional services based
upon the agreed upon contract and SOW within the budgeted
hours and timeframe. Ensures the project is properly forecasted,
assigns tasks/resources, and tracks toward project completion.
Holds executive steering committee meetings and/or quarterly
business reviews as appropriate to ensure project issues are
properly escalated and success is achieved. Facilitates the
transition to support.
Analyst (“IA”)Responsible for helping Customer configure OpenGov’s product
suites as assigned. The Analyst is the primary consultant,
guiding Customer through configuration working sessions to put
together successful workflows.
Subject Matter
Expert (“SME”)
OpenGov Subject Matter Experts (“SMEs”) will engage in
strategy, design, and execution discussions internally and with
Customer during the deployment. The SME has a specific area of
expertise, and depending on the scope of the project more than
one SME may engage. The SME will not be on all working
sessions, but will be involved per the direction of the OpenGov
Project Manager.
Integration Engineer
(“IE”)
Responsible for migrations, conversions, and integrations as
assigned. Responsible for providing clear direction on
specifications to ensure proper delivery of migration,
conversions, and integrations. Clear data mapping and data
validation to be provided with customer sign-offs obtained by the
OpenGov Project Manager.
Account Executive
(“AE”)
The Account Executive is responsible for the sales cycle. Aligning
on program vision, value proposition, and contract terms. The
Account Executive will facilitate project kickoff along with the
OpenGov Project Manager. The Account Executive will be
engaged with the customer throughout their journey with
OpenGov, post-deployment and beyond.
Customer Manager
(“CM”)
The Customer Manager (“CM”) is the primary customer
relationship holder post-Deploy. The “Air Traffic Controller” or
“Quarterback” of OpenGov resources with focus on long term
success of Customer’s partnership with OpenGov. The CM will
engage with Customer to discuss adoption strategy and conduct
6
periodic reviews to ensure Customer’s key stakeholders
understand all OpenGov offerings and how they align to key
Customer priorities. The CM will be introduced at deployment
kick-off, but will not be an active participant in deployment
working sessions. As the deployment approaches closure, the
CM's engagement will ramp-up, and the OpenGov Project
Manager to CM meeting with Customer will occur prior to Project
Completion.
Customer
Role Role Description
Budget Owner (“BO”)The Customer Budget Owner commits the funds to the project
deployment, assesses the value to the cost (ROI), and approves
changes orders. In some cases, the Budget Owner and Executive
Sponsor are the same person.
Executive Sponsor
(“ES”)
Responsible for ensuring Customer team is aligned to core
project value proposition and goals. Able to intervene if the
project goes off track, and has ability to make decisions on
timeline and budget when decisions are stalled. The Executive
Sponsor is not expected to regularly attend deployment working
sessions. Executive Sponsors, attend monthly (or other
frequency) executive meetings to review deployment status,
documented issue list, status and closure summary.
Project Manager
(“PM”)
Serves as the primary contact for OpenGov Project Initiation,
Best Practice Review, Configuration, Validation, Deploy, Project
Completion. Coordinates meetings and schedules. Controls
communication between the Customer and OpenGov project
teams.
Project Lead (“PL”)Is an internal SME in the functional area of deployment. Attends
working sessions, trainings, and responsible for reviewing
configurations. Primary OpenGov counterpart will be the
Analyst.
Data and
SystemsLead (“DSL”)
Responsible for mapping out data infrastructure and validating
migration, conversion, integration requirements. Someone who is
able to connect OpenGov team with any of Customer’s
third-party data sources and vendors as needed to fulfill SOW
requirements.
7
5.Governance
Project Governance provides the foundation and framework to manage deployments by
assessing progress and addressing questions and challenges during the course of
deployment.OpenGov follows three guiding principles for governance to maximize the
deployment value with our customers:
●Regular communication aligned to the agreed upon project plan and timing will
occur.OpenGov expects our customers to raise questions or concerns as soon as
they arise. OpenGov will do the same, as we can only address items when known.
●Executive involvement is expected from both OpenGov and Customer.Not only may
Executives be called upon to clarify expectations and/or confusion,but also to steer
strategic items to maximize the value through the deployment.
●Commitment to the direction outlined in this SOW and critical assessment change
orders to ensure they drive value.
5.1.Regular Communication Components
Meeting
Frequency Purpose Participants
OpenGov Customer
Quarterly
Management
Review
(“QMR”)
Engagement
Review
Quarterly Overview of
Program Status,
Value Realization,
trends, savings
reports, program
improvement,
technology, and
discuss program
adjustments
PM, ES,
others as
necessary
PM, PL,
ES, others
as
necessary
Statement
Committee
Bi-Annually Review of
milestones per
commercial
agreement, review
budget and fiscal
matters.
Discuss strategic
PM, ES,
AE, CM
PM, BO.
ES
8
direction from
deployment,
alignment of
OpenGov with
Customer’s 3-year
roadmap, evaluate
potential shift in
strategy and
impact to
relationship
Executive Sponsor Meeting Monthly /
Bi-Monthly
Discuss
deployment:
- Strategic
impacts: timing,
scope, process
- Value prop
changes,
confusion
- Project specific:
items that need
guidance, support
and/or clarity
PM, ES,
plus
others as
necessary
PM, ES,
plus
others as
necessary
Weekly Deployment Updates Weekly Summary of
project actions
against project
plan.
Risks and
achievements
highlighted in
addition to asks of
leadership.
Project
Team +
ES(s)
Project
Team +
ES(s)
5.2.Commitment to Project Direction and Goals
This SOW is the direction agreed upon by Customer and OpenGov.Transparency of the plan
is paramount for our Customers to attain the value the SOW or any subsequent change
order outlines.
9
Should direction of the deployment become disconnected,OpenGov and Customer Project
Managers will outline the gaps as they understand them and communicate the gaps to their
respective Executive Sponsor(s) (or Project Teams) for discussion and resolution.
The communication path for this engagement will be outlined in the kick off meeting,
documenting both phone numbers and email. The general path is:
OpenGov Project Manager → Professional Services Sr. Manager / SVP → Executive Sponsor
6.Escalation Process
The purpose of this section is to define the escalation process,should it be needed,to
support closing issues that are raised,discussed to move forward with the deployment.
OpenGov and Customer agree to raise concerns and follow the escalation process,resource
responsibility, and documentation.
6.1.Process
●Identification of an issue impeding deployment progress,outcome or capturing the
value proposition, that is not acceptable.
●Customer or OpenGov Project Manager summarizes the problem statement and
impasse.
●Customer and OpenGov Project Managers will outline solution,acceptance or
schedule Executive review in accordance with SLA as defined in Section 7 General
Project Assumptions.
●Resolution will be documented and signed off following Executive review in
accordance with SLA as defined in Section 7 General Project Assumptions.
6.2.Escalation Requirements
●OpenGov and Customer Project Managers will summarize the impasse and
recommendation to present at scheduled or ad hoc executive meetings.Unless
otherwise noted in this SOW,Customer Project Manager can approve how hours are
used, but not where funding is required.
●Executive Sponsors attend monthly (or other frequency)executive meetings to
review deployment status, documented issue list, status, and closure summary.
●Steering Committees,where applicable,will be the arbitrator to direction and issue
closure.Unless otherwise noted in this SOW,the Customer Executive Sponsor must
approve change orders that result in additional cost.
●Customer or OpenGov Subject Matter Experts may be requested to provide input to
the issue and assist in closure.Both Customer and OpenGov will make best effort to
enable those Subject Matter Experts to be available and participate.
10
6.3.Documentation
●Issue Escalation:Problem Statement with clear impact to the deployment and/or
engagement.
●Acceptance Document:Which will include any change order(s)or other process
adjustments required and summary of the resolution.
●Notes from Project Meetings,Executive Reviews,and Steering Committee meetings,
as appropriate.
7.General Project Commitments
OpenGov is excited to work with Customer on the implementation of our OpenGov
ERP Cloud.In order to ensure we are able to meet the project timeline and ensure
Customer is successful in this implementation,OpenGov asks that Customer abide
by the General Assumptions detailed in this SOW.
●This SOW is limited to the Implementation of the OpenGov Cloud as defined
in the Project Scope.Any additional services or support will be considered out
of scope.
●Customer will commit and provide access to all necessary stakeholders and
subject matter experts,and other key parties whose roles are defined in
Section 4.1,necessary to the successful implementation of the OpenGov ERP
Cloud as defined in this SOW.
●Customer is responsible for internal change management associated with the
purchase of new software.
●Response Protocol
○OpenGov and Customer commit to responding to inquiries,updates,or
any other project-related matters in no more than 10 business days
throughout the course of this project.If Customer is delayed in its
response,Customer acknowledges that:a)the delay may impact the
project schedule;and b)any fees for Professional Services due to
OpenGov after such delay shall become due and OpenGov may invoice
Customer for such prepayment.
○As set forth in Section 6.1(e)of the Agreement,if extended delays in
Customer responsiveness are encountered,OpenGov may opt to put
the project into an "On Hold"status,which includes causing OpenGov
to stop or cause to be stopped the Professional Services to be
provided to the Customer,until the Customer has fulfilled its
obligations set forth in the On Hold Notice as described in the
Agreement.
11
○The Professional Services will be provided during regular business
hours (8am to 6pm Central Time)Monday through Friday (holidays
excluded).
●SOW Expiration:
○This SOW is valid for up to 90 days from the Creation Date,or as
agreed to in writing by OpenGov and Customer.
8.Project Scope
8.1.OpenGov Reporting & Transparency Platform
8.1.1.OpenGov Reporting &Transparency Platform Project
Deliverables
Deliverable Description
OpenGov
Reporting &
Transparency
Platform
Cloud based Reporting & Transparency Platform that includes:
●Stories
●Reporting
●Dashboards
●Transparency Portal
8.1.2.Project Tasks
The tasks listed below are required for OpenGov and Customer to successfully complete the
OpenGov Reporting & Transparency Platform implementation.
8.1.2.1.Initiate
Functionality Description
Provisioning
R&T Platform
OpenGov will provision Customer’s OpenGov entity and verify Customer
has access to all purchased modules.
OpenGov
University
Platform
Training
OpenGov will provide access to OpenGov University online training
courses intended to teach users on the basics of the Reporting &
Transparency Platform.
Stories
Examples
OpenGov will build out an example of a Story:
●One standard story based on available templates in OpenGov.
12
8.1.2.2.Best Practices
Functionality Description
Overview of
Best Practice
OpenGov assesses and identifies how best to configure and map data
to ensure success based on materials provided by Customer.
Stories Review The Implementation Analyst will conduct a review of the examples
created.
Solution
Document
OpenGov will present a solution document to be mutually agreed upon
prior to beginning configuration.
8.1.2.3.Configuration
Functionality Description
OpenGov
Reports
OpenGov will:
●Train Customer on uploading datasets to the Reporting and
Transparency platform for the purposes of creating reports and
saved views
8.1.2.4.Deploy
Functionality Description
Training
Stories
OpenGov will review configured story and train Customer on how to:
●Create new stories
●Update/Maintain current stories
●Publish internally and externally
Training
OpenGov
Reports
OpenGov will review configured OpenGov reports.
OpenGov will train Customer on report:
●Configuration
●Update/Maintenance
●Publishing internally and externally
Training
Dashboards
OpenGov will review configured Dashboards
OpenGov will train Customer on Dashboard:
●Configuration
●Update/Maintenance
●Publishing internally and externally
13
Platform
Training
OpenGov will train Customer on Platform maintenance::
●Users
●Uploading data
Sign Off Customer will sign off that they have:
●Configured Story
●Configured OpenGov reports
●Configured Dashboard
●Been trained on Stories, OpenGov reports, Dashboards
8.2.OpenGov Citizen Services Suite (CIT Suite)
8.2.1.CIT Suite Project Deliverables
Functionality Description
CIT Suite Cloud based Permit, Licensing, Code Enforcement software to include
●3 Record Type(s) (forms, document templates, fee schedules,
workflows) built by OpenGov
●CIT System Training
●Configuration Training
●Internal user Training
●Migrations and Integrations
8.2.2.Project Tasks
The tasks listed below are required for OpenGov and Customer to successfully complete the
OpenGov CIT Suite implementation.
8.2.2.1.Initiate
Functionality Description
Creating
Environment
OpenGov will provision a CIT environment and FTP site. Customer
system administrator will be added to the environment following
contract signing and creation.
Documentation
Receipt
Customer will provide OpenGov with:
●Existing application forms
●Current workflows
●Gathering all existing supporting documentation
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System Training During the CIT System Configuration, OpenGov will provide System
Training designed for system administrators, which will include:
●How to create and customize the public portal in CIT
●How to create and customize CIT record types (forms, document
templates, fee schedules, workflows)
●How to set up inspections in CIT
●How to create datasets in CIT
●The basic functions of any integrations or other customizations
included in the SOW
●How to export a dataset from the app
8.2.2.2.Best Practice
Functionality Description
Overview of
Best Practice
OpenGov assesses and identifies how best to configure and map data
to ensure success based on materials provided by Customer.
Customer
Inputs
OpenGov will share what is needed to obtain from Customer and why
the information drives a successful outcome.
Discuss
Recommended
Process
Versus Current
Process
OpenGov will review department specific documents. Coach the
Customer on Best Practice application. OpenGov will make solution
recommendations based on our domain expertise.
Solution
Document
OpenGov will present a solution document to be mutually agreed upon
prior to beginning configuration.
8.2.2.3.Configuration
Functionality Description
Record Type
Configuration
(OpenGov -
Standard)
OpenGov will configure up to 3 standard record type drafts of
Customer’s record types in the CIT system.
Along with Customer input OpenGov will be responsible for building:
●Customer Application Forms
●Customer Workflow
●Output Documents
●Adding in Customer Fees
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OpenGov will hold working sessions* between the OpenGov and
Customer for the purpose of validating, reviewing, and iterating upon
draft record types configuration.
*Working
Session
All working sessions will focus on:
●Forms
●Workflows
●Fee structures
●Attachment requirements
●Permit/license/letter templates
●User access
●Renewal processes
●Inspection checklists
●Public portal
Record Type
Configuration
Training
Sessions
OpenGov will provide 2, 60-minute configuration training sessions to
enable Customer to own configuration of their remaining Record Types.
●Sessions will focus on:
○Hands-on training for building, configuring, and
maintaining Record Types in CIT.
○Best practice recommendations on Record Type:
■Building
■Configuring
■Maintenance
At the end of configuration training sessions, Customer will be
responsible for maintenance and configuration of all Record Types.
Migrations and Integrations
Functionality Description
Document
Management
Interface
OpenGov will provide a Microsoft SQL View of document URLs as well
as metadata about the records, locations, and applicants associated
with each document from OpenGov.
Customer’s IT Staff will configure the EDMS using SQL credentials
provided by OpenGov
Recurring
Master Address
Table (MAT)
Import
OpenGov will import the Customer’s location information from your
Master Address Table (MAT) file (CSV) into CIT.
Customer will provide a clean MAT including all of the community's
location information. It must contain the parcel properties
latitude/longitude coordinates, and at least 1 unique ID field. The unique
ID can never change. OpenGov does not take responsibility for 'dirty'
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data.
ESRI ArcGIS
Server
Integration
OpenGov will integrate the CIT suite with the Customer’s ArcGIS Server.
Customer is responsible for providing a publicly-accessible secure ESRI
REST API URL.
Note: WFS link will not suffice
GIS Flag
Integration
OpenGov will enable GIS Flag Integration:
●Import a list of flags into the CIT suite. Flags can be provided
either on the Parcel Layer or other layer on the GIS Server
through the ESRI REST API URL.
●Layers must be configured as a polygon--polylines and points are
not supported in this integration.
Dependent upon Master Address Table and ESRI ArcGIS Server
Integration
Accounting &
Finance Export
For a financial export, Customer will provide OpenGov the required
format and a sample document.
OpenGov will export the data based on the required format and put the
files onto Customer’s FTP as often as nightly
Bluebeam
Integration
OpenGov will enable any attachment to click “Open in Bluebeam Studio”
to start or continue a collaborative document markup/review session in
Bluebeam. Bluebeam access not included.
●Requires Bluebeam Studio Prime license(s).
Autofills
Standard Allow for dynamic search within the application form to auto-populate a
set of form fields.
●Standard autofill is used for data managed by Customer through
a flat file.
●Data must be fewer than 100k rows
●Can be updated as often as quarterly.
8.2.2.4.Validation
Functionality Description
Confirmation Customer confirms OpenGov has created 3 Record Types.
User Acceptance OpenGov will require Customer to validate
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Testing (admin)●Application is working as intended
○Internal processes and or workflows
○Front End processes (Public views)
●The administrator knows how to:
○Make changes
○Troubleshoot problems
○Create or configure new Record Types
8.2.2.5.Deploy
Functionality Description
Internal User
Training
OpenGov will provide 2, two-hour training sessions designed for Internal
Users such as Inspectors or Intake Review staff.
●Internal Users are trained to:
○Understand how to use the system to complete the tasks
needed perform their roles/responsibilities
○Understand the functionality and workflow of the
Permitting, Licensing or Code Enforcement process.
○Build reports in Citizen Services Explorer Module.
Sign Off Customer to complete OpenGov-provided sign off document
Customer will provide written approval that Administrator can:
●Build/Configure
●Troubleshoot
●Maintain
Customer will provide written approval that Internal Users:
●Have been trained on:
○Functionality
○Tasks needed to perform their roles/responsibilities
8.3.Single Server Sign On
Functionality Description
Azure AD Single
Server Sign On
OpenGov will configure identity provider-initiated Single Sign-On with
the Customer’s identity provider Azure AD. The Customer
acknowledges the technical requirements and limitations of identity
provider-initiated Single-Sign-On and agrees to provide the necessary
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information needed for the configuration as listed in the enablement
form and FAQs provided during the sales process.
9.Acceptance
9.1.Acceptance Process
All Deliverables require acceptance from the Customer Project Manager(s)following the
completion of Deliverables and upon Project Closure.Customer is responsible for
conducting any additional review or testing of such Deliverable pursuant to any applicable
mutually agreed upon acceptance criteria agreed upon by the parties for such Deliverable.
Upon completion of these phases,the OpenGov Project Manager shall notify the Customer
Project Manager(s) and provide the necessary documents for review and sign off.
The following process will be used for accepting or acknowledging Deliverables and Project
Closure:
●OpenGov shall submit the completed Deliverables to Customer to review or test
against the applicable acceptance criteria.Customer shall notify OpenGov promptly
of its acceptance or rejection in accordance with the agreed upon acceptance
criteria.
●Customer must accept all Deliverables that meet the applicable acceptance criteria.
OpenGov Project Manager will provide the Customer Project Manager with the
OpenGov Acceptance form to sign off on the Deliverable and project.Once all
Deliverables required to meet a particular phase have been accepted or are deemed
accepted, the phase shall be deemed complete.
●Upon completion of the phase or project,OpenGov allows Customer 10 business
days to communicate that the particular Deliverable(s)does not meet Customer’s
requirements.Failure to communicate that the particular Deliverable(s)does not
meet Customer’s requirements will be deemed as acceptance and any further work
provided to remedy Customer’s complaint might incur additional cost.
●Customer shall provide to OpenGov a written notice detailing the reasons for
rejection and the nature of the failure to meet the acceptance criteria.OpenGov shall
make best effort to revise the non-conforming Deliverable(s)to meet the acceptance
criteria and re-submit it to Customer for further review and testing.
●If the acceptance form is not received in accordance with Section 7 General Project
Assumptions,the project phase and/or project will be considered accepted and
automatically closed.
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9.2.Acceptance Requirements
●All acceptance milestones and associated review periods will be tracked on the
project plan.
●The Customer Project Manager will have decision authority to approve/reject all
project Deliverables, Phase Acceptance and Project Acceptance.
●Any open issues shall receive a response in accordance with Section 7 General
Assumptions of this SOW following the Validation Acceptance review,or as mutually
agreed upon between the parties, for resolution prior to advancing on in the project.
●Both OpenGov and Customer recognize that failure to complete tasks and respond
to open issues may have a negative impact on the project.
●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.
10.Change Management
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 or
email, by both Customer and OpenGov, and documented as such via a:
●Change Order -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 and be paid for by Customer.Changes might
include:
○Timeline for completion
○Sign off process
○Cost of change and Invoice timing
○Signed by OpenGov and Customer Executives approving funds.
Change documentation will be mutually agreed upon as defined in Section 7 General
Assumptions of this SOW.Should that not occur,the change will be added to the next
Executive Sponsor agenda for closure.
Example of changes that might arise during a deployment:
●Amending the SOW to correct an error.
●Extension of work as the complexity identified exceeds what was expected by
Customer or OpenGov.
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●Change in type of OpenGov resources to support the SOW.
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