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HomeMy Public PortalAboutOpenGov CMMS Software Services AgreementDocuSign Envelope ID: ECO4CCF3-D7FF-4A3A-AF49-F8448053C796 OpenGov Software Services Agreement OpenGov Software Services Agreement This Software Services Agreement ("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 the 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), excluding any confidential personally identifiable information. "Documentation" means the documentation for the Software Services at the Customer Resource Center page found at https://onenao .endesk.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. "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. 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. Su000rt & 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 orn//service-sla, as long as Customer is entitled to receive support under the applicable Order Form and this Agreement. 2.3. Professional Services. 2.3.1. If OpenGov or its authorized independent contractors provides professional services to Customer, such as implementation services, then these professional services will 1 updated Feb 2023 dp DocuSign Envelope ID: ECO4CCF3-D7FF-4A3A-AF49-F8448053C796 OpenGov Software Services Agreement be described in a statement of work("SOW") or Order Form agreed to by the parties (the "Professional Services'). Unless otherwise specified in the SOW or Order Form, any pre -paid Professional Services Fees must be utilized within one(1)yearfrom the Effective Date. Any unused pre -paid Professional Services Fees shall be forfeited. 2.3.2. Estimated expenses shall be included in each Order Form or SOW. Customer shall reimburse OpenGov for reasonable expenses OpenGov incurs providing Professional Services. Reasonable expenses include, but are not limited to, travel, lodging, and meals. Expenses are billed based on actual costs incurred. OpenGov shall not exceed the estimated expenses without written approval from Customer. 3. RESTRICTIONS AND RESPONSIBILITIES 3.1. Restrictions. Customer may not use the Software Services in any manner or for any purpose other than as expressly permitted by the Software Terms. 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. Resoonsibilities. Customer is 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 2 updated Feb 2023 dp DocuSign Envelope ID: ECO4CCF3-D7FF-4A3A-AF49-F8448053C796 OpenGov Software Services Agreement 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. 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 this Agreement). OpenGov's Confidential Information includes, without limitation, the software underlying the Software Services and all Documentation. 5.3. Notwithstanding the foregoing, "Confidential Information" does not include: (a)"Public Data," which is data that the Customer has previously released to the public, would be required to release to the public, upon request, according to applicable federal, state, or local public records laws, or Customer requests OpenGov make available to the public in conjunction with the Software Services. Confidential Information does not include (b) information that has become publicly known through no breach by the receiving party; (c) information that was rightfully received by the Receiving Party from a third party without restriction on use or disclosure; or (d) information independently developed by the Receiving Party without access to the Disclosing Party's Confidential Information. 5.4. OpenGov agrees that it shall comply with the requirements of Florida's public records law as set forth in Exhibit A. 3 updated Feb 2023 dp DocuSign Envelope ID: ECO4CCF3-D7FF-4A3A-AF49-F8448053C796 OpenGov Software Services Agreement 6. PAYMENT OF FEES 6.1. Fees: Invoicing Payment; Expenses. 6.1.1. 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, (a) all obligations to pay Fees are non -cancelable and all payments are non-refundable, (b) Customer must pay all Fees due under all Order Forms and SOWs within 30 days after Customer receives each invoice (invoices are deemed received when OpenGov emails them to Customer's designated billing contact); (c) the Software Service Fee shall be due annually in advance, and (d) Customer must make all payments without setoffs, withholdings or deductions of any kind. 6.1.2. Annual Software Maintenance Price Adi ustment. OpenGov shall increase the Fees payable for the Software Services during any Renewal Term by 5% each year of the Renewal Term. 6.1.3. Invoicinn and Payment. OpenGov will invoice the Customer according to the Billing Frequency listed on the Order Form or SOW. Customer shall pay all invoices according to the Payment Terms listed on the Order Form or SOW. 6.1.4. Travel Expenses. Unless the Order Form or SOW provides otherwise, OpenGov will invoice Customer for travel expenses, pre -approved by the Customer, incurred in connection with each Order Form as they are incurred. Each invoice will include receipts for all expenses listed. Customershall pay all such invoices within 30 days. 6.1.5. Customer Delays. On Hold Fee. 6.1.5.1. 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 or Order Form timely or accurately, OpenGov shall promptly, but in no event more than 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) details Customer's obligations and responsibilities necessary for OpenGov to continue performing the Professional Services, and (c) specifies 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"). 6.1.5.2. 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 until the 4 updated Feb 2023 dp DocuSign Envelope ID: ECO4CCF3-D7FF-4A3A-AF49-F8448053C796 OpenGov Software Services Agreement 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 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 Order Form or SOW. 6.2. Conseauences 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, 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 In addition, if Customer's account remains delinquent (with respect to payment of a valid invoice) for 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 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. Initial Term. The Initial Term of this Agreement shall commence on the Effective Date and shall continue until the Subscription End Date specified on the Order Form, unless sooner terminated pursuant to Section 7.3 below. 7.2. Renewal Term. This Agreement shall not automatically renew, but may be renewed by 5 updated Feb 2023 dp DocuSign Envelope ID: ECO4CCF3-D7FF-4A3A-AF49-F8448053C796 OpenGov Software Services Agreement Customer for another period of the same duration as the Initial Term (the "Renewal Term" and together with the Initial Term, the "Term"), unless OpenGov notifies Customer of its intent not to renew this Agreement in writing no Tess than 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 30 days after notice by the non -breaching party(10 days in the case of non-payment), the non -breaching party may terminate this Agreement. 7.4. Effect of Termination. In General. Upon termination pursuant to Section 7.3 or expiration of this Agreement pursuant to Section 7.1: 7.4.1. Customer shall pay in full for all Software Services and Professional Services performed up to and including the effective date of termination, (b) all Software Services provided to Customer hereunder shall immediately terminate; and (c) each party shall return to the other party or, at the other party's option, destroy all Confidential Information of the other party in its possession. 7.4.2. Deletion of Customer Data. Unless otherwise requested pursuant to this Section 7.4.2, upon the expiration or termination of this Agreement the Customer Data, excluding any Insights, shall be deleted pursuant 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 10.2. 7.5. Survival. The following sections of this Agreement shall survive termination: Section 5 (Confidentiality), Section 6 (Payment of Fees), Section 7.4.2 (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. 8.1.1. 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 90 days of performance of such work in order to receive such warranty remedies. 8.1.2. Software Services Warranty. OpenGov further represents and warrants that for a period of 90 days, the Software Services will perform in all material respects in accordance with the Documentation. The foregoing warranty does not apply to any 6 updated Feb 2023 dp DocuSign Envelope ID: EC04CCF3-D7FF-4A3A-AF49-F8448053C796 OpenGov Software Services Agreement 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 8.1.2 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; (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, and (iii) the Customer has appropriated the funds for the first year of the Initial Term. 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, the Software Services are provided "as is" and OpenGov disclaims all other warranties, express or implied, including 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 will have any liability with respect to any subject matter of this agreement under any circumstances or any theory of liability (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 the party's reasonable control, even if the 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. 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. 7 updated Feb 2023 dp DocuSign Envelope ID: ECO4CCF3-D7FF-4A3A-AF49-F8448053C796 OpenGov Software Services Agreement 10. MISCELLANEOUS 10.1. L000 Use. OpenGov may 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. 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, other than payment obligations, due to any act of god, act of governmental authority, or due to war, riot, labor difficulty, or 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. Assionment. Except as set forth in this Section, 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 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 is void. This Agreement will inure to the benefit of and bind each party's permitted assigns and successors. 8 updated Feb 2023 dp DocuSign Envelope ID: ECO4CCF3-D7FF-4A3A-AF49-F8448053C796 OpenGov Software Services Agreement 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. Governing Law and Jurisdiction. This Agreement will be governed by the laws of the jurisdiction where the Customer's headquarters are located. The parties agree to bring any dispute arising out of this Agreement in the courts of that jurisdiction and irrevocably to submit to the personal jurisdiction and venue of those courts for the adjudication of any such dispute. 10.10. 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 follows. 9 updated Feb 2023 dp DocuSign Envelope ID: ECO4CCF3-D7FF-4A3A-AF49-F8448053C796 OpenGov Software Services Agreement Signature Page to OpenGov Software Services Agreement Customer: City of Crestview, Florida OPENGOV, INC. Signature: Name: Title: Date: Attest: Name: Title: Date: Whitten Mayor 6-3J—?Q3 Marian ? Sc. ader City Clerk — 30— 10 Signature: Name: Title: Date: DocuSiggn--e__d by: aaitx Sam Kramer VP, Finance 6/29/2023 04066.60,4 •` of cries'••, Mtn' .• o � . o =13\ I FD APE;;:••• updated Feb 2023 dp DocuSign Envelope ID: ECO4CCF3-D7FF-4A3A-AF49-F8448053C796 OPENGOV Statement of Work City of Crestview, FL Creation Date: 6/29/2023 Document Number: PS-04237 Version Number: 5 Created by: Jennifer Nordin 2023 Enterprise Asset Management Statement of Work v1 DocuSign Envelope ID: ECO4CCF3-D7FF-4A3A-AF49-F8448053C796 Table of Contents 1. Overview and Approach 2 1.1. Agreement 2 2. Statement of Work 3 2.1. Project Scope 3 2.2. Facilities and Hours of Coverage 3 2.3. Key Assumptions 3 2.4. Exclusions 4 2.5. OpenGov Responsibilities 4 2.5.1. Activity 1- Project Management 4 2.5.2. Activity 2 - Initialization 5 2.5.3. Activity 3 - OpenGov Domains 5 2.5.4. Activity 4 - Training 6 2.6. Your Responsibilities 6 2.6.1. Your Project Manager 6 2.7. Completion Criteria 7 2.8. Estimated Schedule 7 2.9. Illustrative Project Timelines 7 2.10. Charges 8 2.11. Offer Expiration Date 8 Appendix A: Engagement Charter 8 A-1: Communication and Escalation Procedure 8 A-2: Change Order Process 10 A-3: Deliverable Materials Acceptance Procedure 10 Appendix B: Implementation Activities 11 2023 Statement of Work v1 2 DocuSign Envelope ID: EGO4CCF3-D7FF-4A3A-AF49-F8448053C796 1. Overview and Approach 1.1. Agreement This Statement of Work ("SOW") identifies services that OpenGov, Inc. ("OpenGov" or"we")will perform for City of Crestview, FL ("Customer" or "you") pursuant to that order for Professional Services entered into between OpenGov and the Customer ("Order Form")which references the Master Services Agreement or other applicable agreement entered into by the parties (the "Agreement"). • Customer acknowledges and agrees that this Statement of Work is subject to the confidentiality obligations set forth in the Agreement between OpenGov and Customer. • The Deliverables listed in Appendix B are the single source of the truth of the deliverables to be provided. • Customer's use of the Professional Services is 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. Statement of Work This SOW is limited to the Implementation of the OpenGov Enterprise Asset Management as defined in the OpenGov Responsibilities section of this document (Section 2.4). Any additional services or support will be considered out of scope. 2.1. Project Scope Under this project, OpenGov will deliver cloud based Enterprise Asset Management solutions to help the Customer power a more effective and accountable government. 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 Appendix A-2: Project Change Control Procedure, and may result in adjustments to the Project Scope, Estimated Schedule, Charges and other terms. These adjustments may include charges on a time -and -materials or fixed -fee basis using OpenGov's standard rates in effect from time to time for any resulting additional work or waiting time. 2023 Statement of Work v1 3 DocuSign Envelope ID: EGO4CCF3-D7FF-4A3A-AF49-F8448053C796 2.2. Facilities and Hours of Coverage OpenGov will: A. Perform the work under this SOW remotely, except for any project -related activity which OpenGov determines would be best performed at your facility in order to complete its responsibilities under this SOW. B. Provide the Services under this SOW during normal business hours, 8:30am to 6:OOpm Eastern time, Monday through Friday, except holidays. 2.3. Key Assumptions The SOW and OpenGov estimates are based on the following key assumptions. Deviations that arise during the proposed project will be managed through the Project Change Control Procedure (see Appendix A-2) , and may result in adjustments to the Project Scope, Estimated Schedule, Charges, and other terms. A. The OpenGov Suites are not customized beyond current capacities based on the latest release of the software. B. Individual software modules are configured based on discussions between OpenGov and Customer. C. Enterprise Asset Management i. OpenGov will provide all services remotely via audio; video; and web conferences unless otherwise noted. ii. OpenGov assumes that the customer is responsible for performing quality control measures on its data in EAM. iii. OpenGov assumes that the customer is responsible for testing its workflows, automations, integrations, and configurations within the EAM and will update the configurations as part of its testing and training activities. OpenGov will support the customer in its testing, training, and configuration activities as part of the Training & Testing Phase of the project. iv. OpenGov assumes that the customer accepts EAM upon the completion of the go -live event 2.4. Exclusions The following service items are not included in the scope of this project: A. Implementation of any custom modification or integration developed by OpenGov; your internal staff; or any third -party is not included in the scope of this project unless specifically listed in Appendix B. B. Data conversion services from other software system(s) or sources (including Navigator databases) are not included in the scope of this project unless specifically listed in Appendix B. C. Any service items discussed during demonstrations; conference calls; or other events are not included in the scope of this project unless specifically listed inAppendix B. 2023 Statement of Work v1 4 DocuSign Envelope ID: EC04CCF3-D7FF-4A3A-AF49-F8448053C796 2.5. OpenGov Responsibilities 2.5.1. Activity 1- Project Management OpenGov will provide project management for the OpenGov responsibilities in this SOW. The purpose of this activity is to provide direction to the OpenGov project personnel and to provide a framework for project planning, communications, reporting, procedural and contractual activity. This activity is composed of the following tasks: Planning OpenGov will: A. review the SOW, contract and project plan with Customer's Project Manager and key stakeholders to ensure alignment and agreed upon timelines; B. maintain project communications through your Project Manager; C. establish documentation and procedural standards for deliverable Materials; and D. Collaborate with your 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. Project Tracking and Reporting OpenGov will: A. review project tasks, schedules, and resources and make changes or additions, as appropriate. Measure and evaluate progress against the project plan with your Project Manager; B. work with your Project Manager to address and resolve deviations from the project plan; C. conduct regularly scheduled project status meetings; and D. administer the Project Change Control Procedure with your Project Manager. Completion Criteria: This is an on -going activity which will be considered complete at the end of the Services contract. Deliverable Materials: • Weekly status reports • Project plan • Project Charter • Risk, Action, Issues and Decisions Register (RAID) 2.5.2. Activity 2 - Initialization OpenGov will provide the following: A. Customer Entity configuration 2023 Statement of Work v1 5 DocuSign Envelope ID: ECO4CCF3-D7FF-4A3A-AF49-F8448053C796 B. System Administrators creation C. Solution Blueprint creation D. Data Validation strategy confirmation Completion Criteria: This activity will be considered complete when: • Customer Entity is created • System Administrators have access to Customer Entity • Solution Blueprint is presented to Customer Deliverable Materials: • Solution Blueprint • Sign -off of Initial Draft Solution Blueprint 2.5.3. Activity 3 - OpenGov Domains OpenGov will provide the following: Enterprise Asset Management Domains A. Transportation B. Stormwater C. Water Distribution D. Wastewater Collection / Sanitary Sewer E. Fleet Completion Criteria: This activity will be considered complete when: • Instance setup is completed • Requirements Gathering is completed • Start up Data is loaded • Integrations are completed • Asset Installation in completed Deliverable Materials: • Formal sign off document 2.5.4. Activity 4 - Training Training, as defined in Appendix B, will be provided as fourteen (14) hours instructor -led virtual training and one (1) two-day onsite "train the trainer" event, as detailed in Appendix B. For any instructor -led virtual sessions, the class size is recommended to be 10, for class sizes larger than 10 it may be necessary to have more than one instructor. Completion Criteria: • Software training is delivered Deliverable Materials: 2023 Statement of Work v1 6 DocuSign Envelope ID: ECO4CCF3-D7FF-4A3A-AF49-F8448053C796 • Formal sign off document 2.6. Your Responsibilities The completion of the proposed scope of work depends on the full commitment and participation of your management and personnel. The responsibilities listed in this section are in addition to those 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 you. Delays in performance of these responsibilities may result in delay of the completion of the project and will be handled in accordance with Appendix A-1: Project Change Control Procedure. 2.6.1. Your Project Manager Prior to the start of this project, you will designate a person called your Project Manager who will be the focal point for OpenGov communications relative to this project and will have the authority to act on behalf of you in all matters regarding this project. Your Project Manager's responsibilities include the following: A. manage your personnel and responsibilities for this project (for example: ensure personnel complete any self -paced training sessions, configuration, validation or user acceptance testing); B. serve as the interface between OpenGov and all your departments participating in the project; C. administer the Project Change Control Procedure with the Project Manager; D. participate in project status meetings; E. obtain and provide information, data, and decisions within ten (10) business days of OpenGov's request unless you and OpenGov agree in writing to a different response time; F. resolve deviations from the estimated schedule, which may be caused by you; G. help resolve project issues and escalate issues within your organization, as necessary; and H. create, with OpenGov's assistance, the project plan for the performance of this SOW which will include the activities, tasks, assignments, milestones and estimates. 2.7. Completion Criteria OpenGov will have fulfilled its obligations under this SOW when any of the following first occurs: A. OpenGov accomplishes the activities set forth in "OpenGov responsibilities" section and delivers the services in Appendix B as listed, if any; or B. The End date is reached 2023 Statement of Work v1 7 DocuSign Envelope ID: ECO4CCF3-D7FF-4A3A-AF49-F8448053C796 2.8. Estimated Schedule OpenGov will schedule resources for this project upon signature of the order form. Unless specifically noted, the OpenGov assigned 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. The Services are currently estimated to start in September 2023 and have an estimated end date of nine months after project kick off ("End Date") or on other dates mutually agreed to between you and OpenGov. 2.9. Illustrative Project Timelines The typical project timelines are for illustrative purposes only and may not reflect your use cases. Enterprise Asset Management Suite Illustrative Timeline Integrations / Conversions Define and Plan Enterprise Asset Managment !Design Build and Test Deliver GoLive Support Hypercare Month 1 Month2 1 Month3 1 Month4 Month 6 Month6 Month7 Month El Timeline is dependent on the number of phases and other factors. Customer is responsible for attending the kick off of each phase, providing any necessary data for each phase, participating in working sessions during active phases, and signing off on deliverables at the end of each phase. 2.10. Charges The Services will be conducted on a Fixed Price basis. This fixed price is exclusive of any travel and living expenses and other reasonable expenses incurred in connection with the Services. All charges are exclusive of any applicable taxes. Customer shall reimburse OpenGov for reasonable out-of-pocket expenses OpenGov incurs providing Professional Services. Reasonable expenses include, but are not limited to, travel, lodging, and meals. Expenses are billed based on actual costs incurred. OpenGov shall not exceed the estimated $4,800 expenses without written approval from the Customer. 2.11. Offer Expiration Date This offer will expire on August 30, 2023 unless extended by OpenGov in writing. 2023 Statement of Work v1 8 DocuSign Envelope ID: ECO4CCF3-D7FF-4A3A-AF49-F8448053C796 Appendix A: Engagement Charter A-1: Communication and Escalation Procedure 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: • Regular communication aligned to the agreed upon project plan and timing. o 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. • Executive involvement o Executives may be called upon to clarify expectations and/or resolve confusion. o Executives may be needed to steer strategic items to maximize the value through the deployment. • Escalation Process: o OpenGov and Customer agree to raise concerns and follow the escalation process, resource responsibility, and documentation in the event an escalation is needed to support issues raised • 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 jointly will outline solution, acceptance or schedule Executive review. • Resolution will be documented and signed off following Executive review. • Phase Sign -Off o OpenGov requests sign -offs at various stages during the implementation of the project. Once the Customer has signed -off, any additional changes requested by Customer on that stage will require a paid change order for additional hours ($200 per hour) for OpenGov to complete the requested changes. A-2: Change Order Process This SOW and related efforts are based on the information provided and gathered by OpenGov. Customers acknowledge 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: o Timeline for completion o Sign off process o Cost of change and Invoice timing o Amending the SOW to correct an error. o Extension of work as the complexity identified exceeds what was expected by Customer or OpenGov. 2023 Statement of Work v1 9 DocuSign Envelope ID: EC04CCF3-D7FF-4A3A-AF49-F8448053C796 o Change in type of OpenGov resources to support the SOW. A-3: Deliverable Materials Acceptance Procedure Deliverable Materials as defined herein will be reviewed and accepted in accordance with the following procedure: • The deliverable Material will be submitted to your Project Manager. • Your Project Manager will have decision authority to approve/reject all project Criteria, Phase Acceptance and Engagement Acceptance. • Within ten (10) business days of receipt, your 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 your Project Manager within ten (10) business days, then the deliverable Material will be deemed accepted. The process will repeat for the requested revisions until acceptance. • All acceptance milestones and associated review periods will be tracked on the project plan. • 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. • Any conflict arising from the deliverable Materials Acceptance Procedure will be addressed as specified in the Escalation Procedure set forth in Appendix A-1. As set forth in the "Customer Delays" provision of the Agreement, if there are extended delays (greater than 10 business days) in Customer's response for requested information or deliverable; OpenGov may opt to put the project on an "On Hold" status. After the Customer has fulfilled its obligations, Professional Services can be resumed and the project will be taken off the "On -Hold" status. • Putting a project "on Hold" may have several ramifications including, but not restricted, to the following: o Professional Services to the customer could be stopped; o Delay to any agreed timelines; or o Not having the same Professional Services team assigned. 2023 Statement of Work v1 10 DocuSign Envelope ID: ECO4CCF3-D7FF-4A3A-AF49-F8448053C796 Appendix B: Implementation Activities Setup OpenGov will: • Setup a hosted, sandbox and production OMS environment. • Provide an overview, up to two (2) hours, of OpenGov and ArcGIS Online user -based logins and User/Role functionality. • Provide a template file to be utilized by your staff to populate Roles and Users to be utilized for OMS. • Utilize the template to create users and roles in OMS. (Note: Subsequent User and/or Role changes will be your administrator's responsibility.) • Provide documentation and guidance, up to four (4) hours, for your technical GIS staff to configure Esri Basemap Services for OMS integration. Guidance will be geared towards OMS/Esri integration functionality and requirements. • Setup the OMS Platform, including the Request, Work, Resource, and Asset Management areas of the software. Asset Management solutions will be setup for all solutions referenced in the Assets section of the scope unless otherwise noted. Requirements Gathering OpenGov will • Provide a two-day (2-day) onsite requirement gathering workshop to increase our understanding of your business and functional goals. Through workshops and interviews, OpenGov will identify best fit scenarios for OMS and provide a brief including any challenges as well as recommendations for OMS best practices relevant to your implementation. Configurations OpenGov will: • Provide configuration services, including: o Up to ten (10) custom fields and up to two (2) custom layouts per asset type listed in the Assets section below o Up to thirty (30) custom fields and up to ten (10) custom layouts to be utilized in any of the shared areas of the system, such as Tasks o Up to twenty (20) automations o Up to twenty (20) preventative maintenance plans • Up to two (2) reports to be determined by OpenGov and Customer Project Managers. • Up to one (1) custom report for Total Cost of Ownership. Training OpenGov will: Founc(ational Training • Provide remote train -the -trainer training, up to two (2) hours, on overall system navigation and functionality to help familiarize your staff with the software environment and its common functions. Training topics include: o Dashboards o Standard KPI/ROI Gadgets o Logins/Permission 2023 Statement of Work v1 11 DocuSign Envelope ID: EC04CCF3-D7FF-4A3A-AF49-F8448053C796 o Layers o Filters o Maps o Grids o System Navigation o Views (List & Detail) o Standard Reports o Attachments o Requests, Work, Assets, Resources, Reports, and Administrator Tabs • Provide remote train -the -trainer training, up to one (1) hour, for an overview of Preventative Maintenance Plans. • Provide remote train -the -trainer training, up to one (1) hour, for an overview of Asset Condition Manager and Advanced Inspections. • Provide remote train -the -trainer training, up to two (2) hours, for an overview of Reporting. • Provide remote train -the -trainer training, up to two (2) hours, on OMS Esri integration functionality. Training topics include: o OMS Esri integration configuration options o Integration functionality(basemap and feature) o Overall Esri integration requirements, considerations, and OpenGov recommended best practices Train the Trainer Trainina Event • Provide a two-day (2-day) onsite "train -the -trainer" training event. The training agenda will be defined and agreed upon by both OpenGov and your project manager. To avoid redundancy, and to utilize service time efficiently, training may cover a subset of the assets listed in the Asset section of the scope. Topics may include any of the following: o Request Management: • Requests • Requesters • Task Creation from Requests • Issue library (including settings such as Applies to Asset and Non -Location) • OpenGov recommended best practices for Request and Requester Management o Work Management: • Create Task(s)(Asset/Non-Asset) • Assignments(Add, Edit, Remove) • Task Menu Actions • Related Work Items • Create Work Order • Associate Task to WO • Repeat Work Orders • Work Order Menu Actions • Enter Resources • Timesheets • Activity library (including settings such as Applies to Asset, Inspection, Key Dates, Cost, and Productivity) • OpenGov recommended best practices for Work Management o Asset Management: 2023 Statement of Work v1 12 DocuSign Envelope ID: ECO4CCF3-D7FF-4A3A-AF49-F8448053C796 • Asset Details • Preventative Maintenance Plans • Inspections • Linked assets (if applicable) • Container/Component Relationships (if applicable) • OpenGov recommended best practices for Asset Management o Resource Management: • Resource Details • Labor/Equipment Rates • Material Management(Stock, Usage, Adjustments) • Vendor Price Quotes • OpenGov recommended best practices for Resource Management o OpenGov Mobile: • Overall system functionality (Navigation, Interface, Maps, Attachments, Sorting) • Work Management • Create and Update Tasks (Asset/Non-Asset) • Assign Tasks • Enter Resources • Inspections • Asset Management • Create and Update Assets Request Management • View and Update Requests • View Requester information • Create Task from Request • OpenGov recommended best practices for mobile device use o Fleet Management: • Preventative Maintenance • Task Management • Vehicle Replacement Ratings (VRR) Equipment Detail information • Fleet Reports • OpenGov recommended best practices for Fleet Management o Administrator: Administrator: • User Administration, Role Administration, Asset Administration, Record Filter Administration, Import/Export, Scheduled Process Log, Error Log Settings: • System Settings, Map Administration, Geocode Settings, GIS Integration settings, Asset Color Manager Manager: • Layout Manager, Library Manager, Preventative Maintenance, Asset Condition Manager, Notification Manager, Structure Manager, Automation • Manager Advanced Training Tonics: • Provide remote train -the -trainer training, up to four (4) hours, on OMS Reporting functionality. Training topics include: o Security/Roles o Report Designer 2023 Statement of Work v1 13 Docusign Envelope ID: ECO4CCF3-D7FF-4A3A-AF49-F8448053C796 • Report Types, Report Styling, Filtering\Parameters, Basic Formulas, Grouping/Sorting o Report Viewer o Reporting best practices and solution tips/tricks. • Provide Asset Builder remote train -the -trainer training, up to two (2) hours. Training topics include: o OMS Administrator • Structure Manager • Library Manager • Layout Manager • User/Role Configurations o OpenGov recommended best practices for expanding the system's use and/or building assets Go -Live Support OpenGov will: • Provide a remote, up to 8 hours, for Go -Live Support. The agenda will be defined, and agreed upon, by both your and OpenGov's project managers. Topics may include any of the following: o Refresher training for items listed in the scope of work o Software and process support for staff during production roll out o Field, Layout, and Report configuration guidance, if applicable Data Services OpenGov will: • Provide one sandbox and one production data load service through standard import/export functionality. OpenGov will provide template documents for data population. Once populated by your staff, OpenGov will load the data into your sandbox or production OMS environment. Data loads may include data such as: o Parent level asset records o Asset location (spatial x/y) attributes o Parent level resource (Labor, Equipment Material, Vendor) records o Resource Rate(Labor, Equipment, Material) records o Standard system libraries • OpenGov staff will provide a uni-directional (one-way) Integration Service between Wex Cards and OpenGov. The integration includes: o A one-way integration of data from the source system to OpenGov o Up to 12 fields in the same OpenGov recordset (IE: Equipment table and Equipment's Fuel Log table) o A sync using a unique ID • If ID exists; information will be updated • If ID does not exist; OpenGov will create a record or produce an error message o A customer -configurable runtime interval for the sync Assumptions • The integration will include up to 12 fields (in the same OpenGov recordset) • Customer staff will be responsible for populating required values utilized to support integration. • All data must be accessible to the OpenGov service from a SQL DB, SQL View, Comma Delimited File 2023 Statement of Work vl 14 DocuSign Envelope ID: EC04CCF3-D7FF-4A3A-AF49-F8448053C796 Integrations OpenGov will : • Provide a bi-directional integration service between 811 and OpenGov . The integration includes the following: O 811 Tickets (formatted as XML). o Tasks are created in OpenGov from 811 Ticket Data. o This integration only adds Task records. Records are never updated. o When Tasks are completed in OMS the Positive Response will be updated in your 811 system • Integration Fields o Ticket Number- OpenGov 811 Ticket o Member Number - OpenGov 811 Member • Printable Text Information - OpenGov 811 Details • All values contained the XML ticket file will be: • Aggregated into printable text information and stored in 811 Details o Stored in HTML format version and attached to the record in OMS o OpenGov 811 Response Code - Positive Response o OpenGov 811 Response Comment (If required by state) Positive Response Comment O 811 Response Status (Positive Response)- OpenGov 811 Response Status O 811 Response Results (Positive Response)- OpenGov 811 Response Results • OpenGov Fields set by Integration • Task ID: <ticket> -<revision> -<member number> -<year> • Asset Type: Non -Asset ■ Activity: Utility Locates • Department: 811 • Shape: Polygon if available, otherwise centroid. o Populate Address information that is available from the ticket • OpenGov Attachments • Original Ticket • Map url if available in ticket definition o Printable text as HTML • Errors are handled as such: o Any files with errors are skipped. The error files are moved to a folder labeled Other. o Errors can be reported via email using the standard 'If an automation fails send a notification' automation template within OMS. o All files not designated as 811 tickets are skipped but will not produce an error. Assets OpenGov will: • Provide installation and training on the following asset types: o Transportation (8) • Bridge; Light Fixture; Pavement; Sign; Guardrail; Marking; Pavement Area; Support o Stormwater(9) • Storm Basin; Storm Channel; Storm Culvert; Storm Facility; Storm Inlet; Storm Manhole; Storm Outlet; Storm Pipe; Storm Pump o Water Distribution (9) 2023 Statement of Work v1 15 DocuSign Envelope ID: ECO4CCF3-D7FF-4A3A-AF49-F8448053C796 • Water Backflow; Water Facility; Water Hydrant; Water Lateral; Water Main; Water Meter; Water Pump; Water Valve; Water Storage Tank o Wastewater Collection / Sanitary Sewer(7) • Sewer Cleanout; Sewer Facility; Sewer Force Main; Sewer Lateral; Sewer Main; Sewer Manhole; Sewer Pump o Fleet(1) • Fleet 2023 Statement of Work v1 16 DocuSign Envelope ID: ECO4CCF3-D7FF-4A3A-AF49-F8448053C796 OpenGov Software Services Agreement EXHIBIT A PUBLIC RECORDS REQUIREMENTS Axon Enterprise, Inc. as Contractor, shall comply with the requirements of Florida's Public Records law. In accordance with Section 119.0701, Florida Statutes, Contractor shall: a. Keep and maintain public records required by the public agency in order to perform the service. b. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided under Florida's Public Records Law or as otherwise provided by law. c. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of this contract if Contractor does not transfer the records to the public agency: and d. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of Contractor or keep and maintain public records required by the public agency to perform the service. If Contractor transfers all public records to the public agency upon completion of the contract, Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Contractor keeps and maintains public records upon completion of this contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. e. If Contractor has questions regarding the application of Chapter 119, Florida Statutes, to Contractor's duty to provide public records relating to this Agreement, Contractor shall contact the Custodian of Public Records at: City Clerk, City of Crestview 198 North Wilson Street P.O. Box 1209 Crestview, Florida 32536 (850) 682-1560 Extension 250 city clerkra citvofcrestview.orq f. In the event the public agency must initiate litigation against Contractor in order to enforce compliance with Chapter 119, Florida Statutes, or in the event of litigation filed against the public agency because Contractor failed to provide access to public records responsive to a public record request, the public agency shall be entitled to recover all costs, including but not limited to reasonable attorneys' fees, costs of suit, witness, fees, and expert witness fees extended as part of said litigation and any subsequent appeals. 11 updated Feb 2023 dp DocuSign Envelope ID: ECO4CCF3-D7FF-4A3A-AF49-F8448053C796 OPENGOV Quote Number: OG-Q010581 Created On: 6/26/2023 Order Form Expiration: 7/30/2023 Subscription Start Date: 6/30/2023 Subscription End Date: 6/29/2024 Customer: City of Crestview, FL Bill To/Ship To: PO Box 1209 Crestview, FL United States OpenGov Inc. PO Box 41340 San Jose, CA 95160 United States Prepared By: Braden Taylor Email: btavlorOooeneov.com Contract Term: 12 Months Contact Name: Michael Criddle Email: criddlemllcitvofcrestview.ore Phone: (850) 682-6132 Order Details Billing Frequency: Annually in Advance Payment Terms: Net Thirty (30) Days SOFTWARE SERVICES: Product / Service Asset Management Asset Builder, Integration Toolkil Wastewater Collection Domain, Stormwater Domain, Transportation Domain, Water Distribution Domain, 811 Integration (Up to 25k), Systems Integration Support PROFESSIONAL SERVICES: Product / Service Professional Services Deployment - Prepaid Billing Table: Billing Date June 30, 2023 Start Date End Date 6/30/2023 12/31/2023 Start Date 6/30/2023 Amount Due $94,237.00 (Annual Software Fee + Professional Services) Annual Fee• $43,602.00 Annual Subscription Total: $43,602.00 Professional Services Total: $50,635.00 Order Form I. al Perms Welcome to OpenGov! This Order Fonn is entered into between OpenGov, Inc. ("OpenGov"), and you, the entity identified above ("Customer"), effective as of the date of the last signature below. This Order Form incorporates the OpenGov Master Services Agreement ("MSA") available at hops://opengov.com/teims-of-service/master-services-agreement/. If professional services are purchased, the applicable Statement of Work ("SOW") is also incorporated. The Order Form, MSA, and, if applicable, the SOW are the full "Agreement". Unless otherwise specified above, fees for the Software Services and Professional Services shall be due and payable, in advance, 30 days from recceipt of the invoice. By signing this Agreement, Customer acknowledges that it has reviewed, and agrees to be legally bound by the Agreement. Each party's acceptance of this Agreement is conditional upon the other's acceptance of the Agreement to the exclusion of all other terrns. City of Crestview. FL J.B Whitten S ignat Name: �. p [.lf� lea 11C (2 Title: Mayor Date: City of Crestview. FL Maryanne Schrader Signature: Name: Title: City Clerk Date: 3©- aa_3 off74;' :CO - • .C1 X 't i75! .. Zr e•r OnenGov. Inc. DocuSiggned by: Signature: L.i SA" ��y144vm r Nance: Shcr%�l lC7f dhErT r�,x Title: VP, Finance Date: 6/29/2023