R-2026 - 06/14/2022 - LICENSE - Resolutions THE VILLAGE OF OAK BROOK
COOK AND DUPAGE COUNTIES, ILLINOIS
RESOLUTION
NUMBER 2022-IT-TECH-BIZ-REG-R2026
A RESOLUTION
APPROVING AND AUTHORIZING
THE EXECUTION OF AN AGREEMENT
BY AND BETWEEN
THE VILLAGE OF OAK BROOK AND
OPENGOV
GOPAL G. LALMALANI, Village President
CHARLOTTE K. PRUSS, Village Clerk
LAURENCE HERMAN
MICHAEL MANZO
JAMES NAGLE
A. SURESH REDDY
EDWARD TIESENGA
ASIF YUSUF
Village Board
Published in pamphlet form by authority of the
President and the Board of Trustees of the Village of Oak Brook
on this the 14th day of June, 2022
RES NO.2022-IT-TECH-BIZ-REG-R2026
Page 2 of 6
RESOLUTION NO. 2022-IT-TECH-BIZ-REG-R2026
A RESOLUTION
APPROVING AND AUTHORIZING
THE EXECUTION OF AN AGREEMENT
BY AND BETWEEN
THE VILLAGE OF OAK BROOK AND
OPENGOV
WHEREAS, the Village of Oak Brook is a municipal corporation with authority provided for
and granted pursuant to the Illinois Municipal Code to exercise certain powers and perform certain
functions pertaining to its local government and affairs;
WHEREAS, the Village of Oak Brook (hereinafter referred to as "Village") upon approval
of the Village President and Board of Trustees (collectively the"Corporate Authorities") may enter
into an Agreement with another party pursuant to Illinois Statute;
WHEREAS, Village Staff currently utilizes a twenty-year-old Microsoft Access database
to process all permitting, inspections, and license needs throughout the Village;
WHEREAS, in determining the need to upgrade the current systems, Village Staff has
been investigating software platforms that would replace the current database to allow Staff
perform their jobs and provide services to residents in a more effective and efficient manner;
WHEREAS, after seeking proposals from multiple sources, OpenGov, Inc. (hereinafter
referred to as "Company"), has prepared and submitted a proposal with the best overall usability
and value to the Village for the Professional Service Agreement(hereinafter the "Agreement")for
services related to upgrading the Village's current database;
WHEREAS, the Village is interested in contracting with Company for the purposes of
providing information technology services set forth in the Agreement and provided for herein; and
WHEREAS, the Village of Oak Brook Corporate Authorities are of the opinion that it is in
the best interests of the Village to enter into the attached agreement with OpenGov, Inc. for the
purposes referenced herein.
NOW, THEREFORE, BE IT RESOLVED by the Village President and Board of Trustees
of the Village of Oak Brook, DuPage and Cook Counties, Illinois as follows:
Section One— Recitals
The Corporate Authorities hereby find that all of the recitals hereinbefore stated as
contained in the preamble to this resolution are full, true and correct and do hereby, by reference,
incorporate and make them part of this resolution as legislative findings.
Section Two —Approval of Agreement
The Corporate Authorities hereby approves the Agreement substantially in the form
attached hereto and made a part hereof collectively as Exhibit A.
2
RES NO.2022-IT-TECH-BIZ-REG-R2026
Page 3 of 6
Section Three—Authorization and Direction
The Village President is hereby authorized to execute, and the Village Clerk is hereby
authorized to attest the Agreement, substantially in the form attached hereto as Exhibit A, with
such changes therein as shall be approved by the Village Attorney and the officials of the Village
executing the same, their execution thereof to constitute exclusive evidence of their approval to
any and all changes or revisions therein from and after the execution and delivery of such
Agreement.
Section Four- Other Actions Authorized
The officers, employees and/or agents of the Village shall take all actions necessary or
reasonably required to carry out and give effect to the intent of the Agreement approved by this
Resolution and otherwise to consummate the transactions contemplated herein, and shall take
all actions necessary in conformity therewith including, without limitation, the execution and
delivery of all documents required to be delivered in connection with the transaction contemplated
herein.
Section Five - Authorization of Expenditures
The Corporate Authorities hereby authorize and direct the expenditure of all costs related
to the execution of the Agreement, additionally, the Village is authorized and directed to allocate
and spend all necessary funds to fulfill the requirements of the Agreement and of this Resolution.
Section Six - Waiver of Bidding Process
To the extent that any requirement of bidding would be applicable to the transactions
contemplated hereunder, the same is hereby waived.
Section Seven —Acts of Village Officials
That all past, present and future acts and doings of the officials of the Village that are in
conformity with the purpose and intent of this resolution are hereby, in all respects, ratified,
approved, authorized and confirmed.
Section Eight—Effective Date
This resolution shall be in full force and effect from and after its passage, approval and
publication as provided by law.
Section Nine - Publication
This resolution shall be published in book or pamphlet form as provided by the Illinois
Municipal Code.
Section Ten—Conflict Clause
All resolutions, parts of resolutions or board actions in conflict herewith are hereby repealed
to the extent of such conflict.
Section Eleven — Saving Clause
3
RES NO.2022-IT-TECH-BIZ-REG-R2026
Page 4 of 6
If any section, paragraph, clause or provision of this resolution is declared by a court of
law to be invalid or unconstitutional, the invalidity or unconstitutionality thereof shall not affect the
validity of any other provisions of this resolution, which are hereby declared to be separable.
Section Twelve— Recording
This resolution shall be entered into the minutes and upon the journals of the Board of
Trustees of the Village of Oak Brook.
The Remainder of this Page has been Intentionally Left Blank/Roll Call Vote follows:
4
RES NO.2022-IT-TECH-BIZ-REG-R2026
Page 5 of 6
APPROVED THIS 14th day of June, 2022.
Gopal G. Lalmalani
Village President
PASSED THIS 14th day of June, 2022.
Ayes: Trustees Herman, Manzo, Nagle, Reddy, Tiesenga, Yusuf
Nays: None
Absent: None
ATTEST: Gti 0 F 04
Charlotte K. Pruss
y l Village Clerk
O cj
UUNTY
5
RES NO.2022-IT-TECH-BIZ-REG-R2026
Page 6 of 6
Exhibit A
Agreement
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Table of Contents
Executive Summary 3
OpenGov Citizen Services 6
Reporting&Transparency Platform 12
Mission-Driven Expertise 16
Company History& Customer Stories 17
OpenGov Support Overview 20
OpenGov Premium Support Overview 22
OpenGov University 25
Partnership Investment Summary 28
QOPENGOV Confidential&Proprietary Information-DO NOT DISCLOSE 1
Village President Lalmalani,Administrator Summers,&Esteemed Village Board Members
Village Hall
Village of Oak Brook, Illinois
1200 Oak Brook Road
Oak Brook, IL 60523
RE: Executive Investment Summary for Permitting, Licensing,and Code Enforcement Software
Dear Village of Oak Brook team,
On behalf of OpenGov, we are thrilled about the opportunity to partner with the Village of Oak Brook
by proposing OpenGov Citizen Services, the industry's most user-friendly workflow automation
solution designed to improve the applicant experience and streamline everyday tasks for
government employees.
In the following pages, we are pleased to inform you of our product offerings that we believe will
exceed your expectations in implementing a cloud-based integrated solution suite for the Village's
permitting, licensing, and code enforcement needs. OpenGov Citizen Services modernizes
community development and other complex civic services through highly configurable workflows
replete with digital forms, signatures, and payments. Featuring a user-friendly constituent portal
seamlessly integrated with backend data collection and approval rules, OpenGov Citizen Services
delivers an all-in-one cloud solution to streamline processes from intake through issuance.
OpenGov has partnered with many other municipal governments who are also in the midst of
establishing a new plan and vision for their communities. As a true partner, OpenGov enables
governments like the Village to build trust in their communities by communicating initiatives and
progress clearly while fostering better engagement through integrated tools. OpenGov has a strong
presence in the State of Illinois, partnering with many governments such as the City of Decatur, the
Village of Bolingbrook, and the Illinois State Treasurer.
We are on a mission to power more effective and accountable government, and we seek to produce
long-term partnerships with the communities we serve. We look forward to putting our entire
organization behind the Village to ensure this engagement exceeds expectations. I look forward to
meeting with you and your team, again, very soon.
Sincerely,
Ryan Baxter
Account Executive- Illinois
RBaxter@OpenGov.com
608.963.8191
QOPENGOV r n F ,p,i�,r NC DisCL(�,�F 2
Executive Summary
OpenGov is proposing OpenGov Citizen Services and the Reporting & Transparency Platform for
consideration. We look forward to demonstrating how these solutions will meet and exceed your
needs and expectations.
OpenGov ERP Cloud
Public Engagement r
and Transparency
Budgeting& procurement Fnancials Citizen
Planning Services
Reporting 8 �'.vadG Dashboards and Analysis
Trans arenc Platform " �='
P Y Performance Measures
OpenGov Citizen Services modernizes community development through highly configurable
workflows replete with digital forms, signatures, and payments. Featuring a user-friendly
constituent portal seamlessly integrated with backend data collection and approval rules, OpenGov
Citizen Services delivers an all-in-one cloud solution to streamline your permitting, licensing, and
other workflows from intake through issuance.
OpenGov Citizen Services is the only solution that provides:
• The industry's most user-friendly design
• Flexible, dynamic configuration for easier setup and maintenance
• End-to-end experiences that connect your citizens and back-office
• Best-in-class reporting and analysis right out-of-the-box
OpenGov is a customer-driven software company backed by over 300 years of employee
experience in the public sector. With OpenGov, your investment in efficient operations, better
decision-making, and a more engaged community will sustain you for the long haul.
The Reporting& Transparency Platform powers the OpenGov ERP Cloud with unparalleled reporting
and transparency capabilities to drive faster, more effective decisions, and understand the public
QOP E N G OV Confidential&Proprietary Information-DO NOT DISCLOSE 3
response. OpenGov was founded on the principle that better transparency and civic service are
paramount to the future of state and local government. The Reporting & Transparency Platform
provides a seamless connection between back-office capabilities and industry-leading
communication tools; transforming civic engagement and empowering data-based decision
making.
Why OpenGov?
The only modern cloud ERP for local
government.
OpenGov offers transformative solutions for
budgeting, financial management, civic services, and
procurement with the market-leading Reporting &
Transparency platform — allowing customers to
reallocate up to 1% of their budgets for more strategic
outcomes and save thousands of hours on manual and
paper-based processes.
A trusted partner.
More than 1,200 governments nationwide partner with "Our staff and citizens needed a
OpenGov to drive more effective and accountable solution that would increase
operations through cloud financial solutions. Built productivity, reveal meaningful
exclusively for state and local government, OpenGov's insights, and spur citizen engagement.
software, services, and expertise are backed by over We feel we've found that solution in
300 years of employee experience in the public OpenGov and are looking forward to
sector. increased efficiencies across our
workflows."
A platform built to grow with you.
Modern cloud architecture ensures all of your users
have access to the latest features and upgrades while Carl Deeley
reducing your IT burden, minimizing your cost Business Administrator I City of Scranton,
footprint, and breaking down system and data silos.
PA
Thanks to world-class professional services and a
roadmap driven by customer feedback, you
future-proof your investment for the next generation.
QOPENGOV Confidential 8Proprietary Information-DO NOT DISCLOSE 4
Benefits of Modern Government Cloud Software
Ina post-pandemic world, the benefits of modern cloud software(aka:"Software as a Service")are
crucial in helping governments address the challenges of remote work, digital services, and
managing uncertainty. Cloud software helps you future-proof your investment while focusing on
your community.
✓ Increase Productivity ✓ Improve Citizen Experience
Modern government work is collaborative. Digital services map to the expectations of
Intuitive software empowers all users for community members and improve satisfaction.
success.
✓Strengthen Public Trust ✓ Build Resilience
Better decisions and alignment come from Leaders have confidence in the face of
common, shared, accurate information uncertainty that their processes are secure
and sustainable.
All Cloud's aren't Created Equal
Many software providers try to sell legacy systems as "cloud" because they are delivered remotely.
Same software, different packaging. These aren't designed for 21st-century government. Modern
government cloud software has these characteristics:
• Anywhere,Any Device- Nothing to install-only a browser required
• Intuitive User Interfaces - Built in the era of consumer software, eliminates the nuances
and complexities that only"power users"can understand
• Fast and Configurable - Can be deployed quicking providing value when you need it and
configured without deep technical expertise or IT assistance
• Continuous Enhancement-Updates are hassle-free and transparent to customers
• World-Class Security and Infrastructure - Modern applications take advantage of the
leading cloud service providers (like Microsoft Azure) to ensure your mission-critical
systems are resilient
• 100% Hassle-Free - Always up-to-date with no effort from your government. No upgrades,
patches, customizations, or(of course)hardware to manage.
Q OPENGOV P� tw , ,SE 5
OpenGov Citizen Services
Modernize your permitting process to streamline operations and
improve customer service.
Process and Track Permits with Unparalleled Ease
An all-in-one community development suite for permitting, licensing, inspections, and code
enforcement.
• OpenGov Citizen Services gives you the power to manage all of your permitting and
licensing operations without messy spreadsheets or cumbersome software
• With drag-and-drop technology to build workflows, fees, forms, and inspections, you have
complete control over the entire process.
• With powerful customer service tools, you can empower applicants to conduct government
business from the convenience of their home or office.
Citizen Services
Power every permitting and licensing workflow
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Manage
Applicants
•
• Workflow Automation
• Payments
• eSignature
• Reporting
• Public Portal
Q OPENCOv
Process
—0 Route, approve, and issue permits electronically up to 5x faster than legacy
systems.
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" Let applicants apply, pay for, track,and receive their permits or licenses online.
QOPENGOV ConfidentialBProprietaryInformation-DO NOT DISCLOSE 6
II Inspect
Manage schedules, access data, and conduct inspections in the field.
Renew
Automate license renewals, track high-level progress, and enable online renewals.
User-Friendly Design
OpenGov Citizen Services is the industry's most user-friendly workflow automation platform,
designed to improve the applicant experience and streamline everyday tasks for government
employees. Featuring an out-of-the-box public portal, Citizen Services enables online self service
by guiding applicants step-by-step through the process.
• Reduce counter time by enabling applicants to easily research, apply, pay for, and receive
permits and licenses online with a user-friendly public portal.
• Deliver better customer service with in-app messaging, and empower applicants to easily
manage their projects online with features like status notifications, saved drafts, and
payment records.
• Empower your team to work and collaborate on a whole new level, with modern features
like the personalized notifications inbox, visual progress bars, tag mentions, and more.
How Can We Help?
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Flexible, Dynamic Configuration for Easier Implementation& Maintenance
Featuring drag-and-drop technology, Citizen Services is a highly configurable workflow engine
ready for any application type, from building permits to code enforcement violations to grant
applications. Update approval steps, fees, inspections, documents, and more with the click of a
mouse,all while maintaining centralized reporting and granular security controls.
QOPENGOV Confidential&ProprietoryInformation-DO NOT DISCLOSE 7
• See a faster ROI with customizable templates and 'no-code' configuration to streamline
implementation and future updates.
• Consolidate and organize business processes to improve the applicant experience and
increase efficiency.
• Automatically identify specific project conditions, locations, or applicants for special
approval steps.
Seamless Automation for Community Development Workflows
In comparison to online PDFs or legacy systems with disjointed parts, Citizen Services provides
true automation for community development workflows. Applicants submit forms through an
intuitive public portal, which are then automatically routed through predetermined approval steps
based on the application type and project data. Streamline complex projects and multi-department
approvals for maximum efficiency.
• Provide a complete self-service option for public applicants, including online inspections
requests, to cut down on calls and counter service time by up to 80%.
• Eliminate the need for manual data entry and reallocate staff hours to higher priority
tasks.
• Increase capacity and decrease processing times with industry-leading workflow
automation features like parallel approval steps and auto-assigned tasks.
One Solution to Power Every Permitting and Licensing Workflow
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Key Features
Streamline multi-department workflows through process automation
Every record has a workflow where post-submission activity is recorded. Let each submission flow
electronically from intake through departmental reviews,automatically assigning steps to the next
available employee. Ensure that no permit is ever issued before all required approvals are
complete.
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Help your customers help themselves with constituent services
The Storefront customer service portal allows you to educate constituents about service
information and submission requirements. Applicants can draft and submit applications, pay fees
online, and message reviewers.
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QOPENGOV Confidential&Proprietorylnformotion-DONOTDISCLOSE 9
Simplify inspection scheduling and site visits via inspection management
When it's time for an inspection, let applicants request dates online. Assign inspectors manually, or
automatically. Save time during the inspection by recording results digitally from a tablet onsite.
They'll be immediately available within the platform,for staff and applicants.
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Completely automate license renewals
Streamline the license renewal process to support improved compliance and internal efficiency. In
a few easy steps, completely automate license renewals by type and renewal period, so staff
members can focus on higher priority tasks.
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QOPENGOV Confidential Proprietary Information-DO NOT DISCLOSE 10
"The software has been so easy to configure in comparison with our legacy
system, which was very cumbersome. With the drag-and-drop design, it's
so easy • make workf
A- Paul Leedham
Chief Innovation Officer
City of Hudson,OH
Additional Features
• Explore your Esri ArcGIS maps in the platform to conduct
spatial analysis around development operations.
• Online Payments. Let applicants pay online via credit card
or eCheck and receive direct deposits of permit revenue.
• Addressing. Sync your master address table to bring parcel
data into any permit application automatically.
• Accounting. Automatically sync daily financial transactions
to your accounting system.
OOPENGOV . .t ion-DO NOT DISCLOSE
Reporting & Transparency Platform
Centralize reporting and align data with context for internal and
external stakeholders
Citizen Services is powered by our robust Reporting&Transparency Platform.
Built with a data-first mindset, OpenGov's Reporting & Transparency Platform powers Citizen
Services with unparalleled reporting and transparency capabilities to drive faster, more effective
decisions, and understand the public response. OpenGov was founded on the principle that better
transparency and civic service are paramount to the future of state and local government. Trusted
by hundreds of forward-thinking customers, the Reporting & Transparency Platform provides a
seamless connection between back-office capabilities and industry-leading communication tools-
transforming better civic engagement from aspiration to reality.
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Reporting & Transparency Use Cases
• Interactive budget summary • Citizen ideas/feedback portal
• Satisfactory survey • Internal project coordination
• Participants budgeting • Emergency communication
• Performance reporting • Strategic planning
• Stakeholder engagement
QOPENGOV Confidential&Proprietary Information-DO NOT DISCLOSE 12
Present complex information that all parties can understand.
Keep internal and external stakeholders updated on performance and aligned
around high-level strategic goals. Gain at-a-glance insights with interactive
dashboards, take action with customized alerts, or dive into the granular I
details for deeper analysis.
Broaden citizen engagement.
Supplement public hearings with virtual town halls, budget simulations, and
online surveys that are easy and convenient. You can gather broader feedback
from residents by reducing the barriers of involvement.
Reduce reporting bottlenecks across your organization. ...
Free up your IT and Business Intelligence professionals with centralized
reporting and immediate access to necessary day-to-day data for every
department. /✓
Achieve your communications objectives.
Put your operating and strategic plans online in a way that your constituents
can easily understand and even interact with. Tell the stories behind your data
by quickly creating, editing, and publishing content in real-time, while easily
incorporating feedback. Then, identify and analyze engagement by seeing the
number of views, unique visitors, and social sharing metrics.
Focus on outcomes with dynamic reporting functionality.
Establish goals for departments, programs, or initiatives, then track relevant KPIs to keep external
stakeholders updated on spending, performance, and progress.
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Communicate clearly and increase
transparency with stakeholders. Coronavirus Financial Plan
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quickly. Use a simple, drag-and-drop
page builder to combine your data with
images, dashboards, maps, and lwactonRRevenuea
narrative context. Present complex
information in a way that's easy for
anyone to understand. Share via email,
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Additional
• Share the data behind the news. Visually dynamic tiles reveal the yearly, monthly
or weekly breakdowns of your underlying report through pie charts, stacked bars,
• summary tables.
• Better project planning. Fulfill public input requirements for grant applications
and collect the public response you need to for planning large-scale projects.
• Social media impact. Share your published pages on Facebook, Twitter,
Nextdoor, or Linkedln and track your story's analytics in OpenGov.
"We've become the office that everyone wants to work for with
OpenGov."
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Assistant Planner I Bannock County, ID
"I knew people were hungry for information and needed a
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one-stop-shop for real-time disaster response and recovery
details. I feel relieved that we were able to leverage OpenGov to
communicate with our citizens so they were less scared in the
midst of the emergency."
Janelle Galbraith
Economic Development, Innovation,and Equity Manager I City of Redding, CA
QOPENGOV Confidential&ProprietoryInformation-DO NOTDISCEOSE 15
Mission-Driven Expertise
The OaenGov Team has over 300 years of combined Government experience. Checkout just a few
of our star players, and their specific experience in the private sector below...
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Integrations Engineer Sotutiom Enpxteet Director of Prores bow Services re AWt al A went Mamooer
torrmer Application Analyst at City Former Budget Director at Fortner Assistant Chief Operating Fortner Budget and Pertormame
of Betl4eley.CaRnornia Minneapolis.Mlrmesrna Officer at Sar,Diego Caa,Yornia Analyst at Montgomert County.
Merykrr-d
QOP E N G O V Confidential B Proprietary Information-DO NOT DISCLOSE 16
Awards & Credentials
As mentioned above, OpenGov employees have over 300 years of collective government
employment experience, and many of our key personnel are members of government-focused
organizations like GFOA and ICMA. OpenGov has consistently appeared on the GovTech 100 list for
several years, was awarded the Bay Area Top Workplaces 2020 and most recently was named to the
Forbes 2021 list of America's Best Startup Employers. We focus our hiring on top-tier talent pools
for individuals with proven track records in government and/or the government technology SaaS
industry.
ICE MA Forbes
Company History & Customer Stories
After witnessing the City of Palo Alto spend over$10 million on an ERP system that was delivered on
20 discs and had green screens, OpenGov's founders learned that governments across the country
were similarly hamstrung by outdated technology. The public sector has been underserved by its
vendors for decades, while the digital era has transformed consumer experiences and private
sector organizations.
State and local governments deserve access to modern cloud software suited for their increasingly
complex needs. Citizens deserve to know that their tax dollars are being spent by effective and
accountable organizations. Our public sector leaders deserve to be supported by companies who
act as true partners. In order to address these needs, OpenGov was born in 2012.
Today we have over 1,200 government customers using our cloud-based suites. Below are the
stories of just a few of our customers who have adopted OpenGov Citizen Services to transform
their communities...
QOPENGOV Confidential&Proprietary Information-DO NOT DISCLOSE 17
How Kernersville, NC Launched their Modern ePermitting Solution in
just 2 Months
Upon the construction of a one-million-square-foot Amazon Fulfillment Center in June of 2020,the
City of Kernersville's economy began to boom. The economic advancement heightened the need for
a new permitting and inspection system, as the Town's paper-based system at the time could no
longer keep up.
Kernersville's Development Services Manager Mike Horney soon realized he needed to bring the
Town's permitting processes into the 21st century, and they needed to do so fast. This focus, led
him to OpenGov Citizen Services: a modern, cloud-based permitting, licensing, and code
enforcement solution that took just two months to implement.
The entire Community Development Department (spanning 15+ employees), now uses OpenGov
Citizen Services to improve efficiency and streamline departmental operations. Thanks to
centralized processes, customizable workflows, and an online Citizen Portal, Kernersville has since
seen its average permit processing time decrease from two months to two weeks.
For the full story, click here to read about how the Town of Kernersville launched OpenGov Citizen
services in just two weeks.
14�N
OF "We have a permit tech that's been working here for 27 years. She
would have been the first one to complain if the new system wasn't
cutting it—and she loves it,"says Horney."Nobody wants to go back to
the old way. Nobody."
Mike Horney
Development Services Manager I Town of Kernersville, NC
E) OPENGO• qnlicrntial�frrnprietary lnrormotion DO N07 DL5'CL OSE �8
Pioneering Modern ePermitting in Lakeville, MA
With the Town's goal of becoming the most business-friendly city in Massachusetts in mind,
Building Commissioner Nathan Darling led an initiative to modernize Lakevilles building permit
approval process. After 25 years using paper-based processes, Darling found OpenGov Citizen
services to be intuitive, simple, and user-friendly: a refreshing contrast to other solutions on the
market. "When you look at the[OpenGov]applications, you think,'wow this is easy,'especially when
everything else out there is linear and looks like accounting software,"said Darling.
After implementing OpenGov Citizen Services for the town of Lakeville, Darling soon realized the
merits of getting neighboring communities involved with OpenGov too, in order to create cohesive
processes for contractors and developers in the surrounding areas, Darling is now working to get
the neighboring communities of Fairhaven, Raynham, Freetown, Carver, and Acushnet on board
because he believes so strongly in the benefits he's seen within his own Building Department.
Key Results for the Town of Lakeville MA
• Paper--> Paperless Permitting in just • Faster Application Processing Times
9 Months
• Discovered 4 new uses for OpenGov
• Enforced a 48-hr Inspection Citizen Services outside of Building
Response to Residents Permits
For the full story, click here to read about how Lakeville, MA Pioneered Modern ePermitting with
OpenGov.
� j "When you have a platform this easy, everyone is treated the same way.
There are no favorites, no bending the rules for anybody. If you are late to
an inspection, it's time-stamped. Everybody follows the same review
_�.. process because it's step-by-step in the platform. You can see exactly
who is doing what, and how long it is taking."
*0, CDUNNathan Darling
Building Commissioner I Town of Lakeville, MA
For more customer stories on how OpenGov's solutions are driving success in communities around
the country,please visit:httos://oaencov.com/customers/
0 OPENGO• ( Ot, tia!8 F )f,riett,� 1,+nnn rt1,n L C I 1 [ C'-F 19
OpenGov Support Overview
Every OpenGov customer has the benefit of OpenGov Standard Support. Standard Support provides
a host of options, from a 24/7 Resource Center with documentation and case access to live
business day phone support. Our support processes are designed to support you throughout your
journey with OpenGov.
We have three main components to our philosophy for ensuring every customer is successful and
happy:
Access to our team of Government Solution Experts: This team, composed of
former government finance directors, chief information officers, budget and
performance analysts, and others, provides insight and expertise, best
practices, and context to the people that use OpenGov's suites driving
rr g
efficiency and outcomes for your agency.
Customer Success: Our Customer Success team supports you from
deployment through adoption and beyond. You will get up and running quickly
and receive the training and support that you need to maximize the value of
0 your investment in OpenGov.
Customer Support: OpenGov Support is staffed by a veteran team with over
95 years of combined government experience. Our highly trained support
I I analysts are available to solve any issues that you encounter within OpenGov's
suites. We are committed to resolving your issues in a timely fashion and to
your satisfaction.
Resources and Support
As an OpenGov customer, you are supported by our Customer Success team from deployment
through adoption and beyond. When you contact OpenGov, your first point of contact will be a real,
live person. OpenGov provides best-in-class standard support resources such as telephone, email,
chat, and an online portal as well as additional engagement channels like webinars, user groups,
and a resource center.
• User Groups: Our subject matter experts host regular user groups online and in person.
Learn from the pros and your peers!
QOPENGOV ;J,., 20
• Resource Center: We provide you with articles and videos to enhance your learning and
education of OpenGov.
• Free Webinars: As a customer,you can look forward to engaging and informative webinars.
Get a crash course in performance management or learn about the latest features of your
OpenGov software.
O Or
How can we help?
My Activities Submit a request Ideas and Roadmap
Rewe.+the status"updates of your Can't find what you are lookkv tor?our Read about our upcom,ng Product features
prewousiy submdted requestssupport team n ready to assist, and ideas,let us know which would be
most helpful to you
If you are interested in additional support options, such as access to support outside of our
standard business hours, improved SLAs, and a named Designated Contact, we also offer a
Premium Support service. Premium support is recommended for customers who view their ERP
cloud solution as mission-critical and therefore require faster response times and a designated
OpenGov contact.
"People today have a higher expectation of customer service. They
want good communication, they want a quick response, they want a
permit, and they want to get it quickly...that led us to OpenGov."
Kalaimani Anbuchozhan
Information Technology Specialist
City of Detroit, MI
QOPENGOV Confidential Proprietary information-DO NOT DISCLOSE 21
OpenGov University
As an organization led by former government administrators and enterprise software veterans, we
help government leaders and their teams adopt proven best practices that adhere to public
finance,accounting, and project management best practices.
00*
00 We do what we say we'll do: From drafting the statement of work to post-go-live
8 8 support we have a proven process for ensuring that work is properly scoped and
managed efficiently to ensure that your go-live is on time.
We drive for impact: At the start of the relationship we help articulate the best
l�
practices to achieve your value goals and vision based on your unique needs, and
our executives are assigned to each account to ensure that we exceed
expectations.
We have a passion for the mission: Our Support, Training, and Professional
AO
Services teams are composed of passionate professionals with over 300 years of
O government experience to help your organization implement, train, and succeed
with OpenGov.
"My experience working with the OpenGov team has been very positive.
The support and openness to hear our proposals has always been there,
and they deliver on their promises for addressing issues and building
additional functionality."
yo Nathan Darling
�Tp COU0 Building Commissioner I Town of Lakeville,MA
(DOPENGOV r'ijt:itiaf� F11 rie(ary'nfo�IuItI I DOPJ0IDISGLO E 22
The OpenGov Approach
The OpenGov approach to Training and Education begins during your implementation but extends
throughout your partnership with us. We recognize everyone has a different preference for how
they like to learn, plus technology is constantly evolving and we provide regular system upgrades,
therefore we offer a multi-faceted approach for training and educational resources.
On-Demand Education
Learning is most valuable when it's on your schedule, so we've created OpenGov
University, a video-based online learning platform with courses and learning
paths to get you headed in the right direction. Paired with our Resource Center,
your hub for how-to articles and step-by-step instructions, you can find
information when you need it and in the format that works best for you, and it's
all accessed from within your OpenGov suite.
Individualized Training
With individualized training, our teams help you learn how to navigate your
system to meet your government's needs. These training sessions are typically
recorded and shared with you to reference in the future, giving you a
��.. personalized training library at your disposal. Training sessions happen at
various points throughout your implementation process.
Keeping Up With Changes
Since technology is continually evolving, we help keep you informed about
' changes through many channels, including product release notes,
.; informational webinars, and newsletters. We also provide In-App Guidance,
which are helpful little pop-ups directly in your system to enlighten you about
changes and how to use certain features. OpenGov experts will make it easy for
you: we help design your solution with configurable cloud software, get your
data into the system, and project manage it all so things don't stall and you can
deploy quickly.
OpenGov University and OpenGov Training help teams quickly get up to speed using our software
and enables them to easily adopt new features, allowing them to maximize the benefits of OpenGov
and ensure that best practices are followed throughout. Supplement initial training and provide
on-demand training to your team by selecting from a library of on-demand videos ranging from
bite-sized lessons to full-length courses with subject certification.
Invest in Quality Training
OpenGov Training packages are outlined with your product suite deployment. The self-paced
courses align with deployment timelines to support constructive discussions during live
workshops. This training streamlines knowledge transfer, resulting in shorter time-to-value as the
entire team gets trained in best-practices. This training is comprised of both instructor-led and
Q OPENGOV ,, : 1 23
self-directed modules and built-in knowledge checks support your user's confidence in the
platform and leads to faster adoption.
Support Growth
OpenGov University supports your !'0►EN66Y a,,�r,a..rw ,.J.rm,.,,Ro.elinvn tngt a7 or,e x
ever-changing processes and
structure with on-demand courses Training Overview
w..,.,y
created by subject matter experts. e.,n 0-—,n"ag.,
Learning paths enable new team
members to onboard more quickly,
support accomplishing infrequent
tasks efficiently and demonstrate use "'......
cases of new functionality for your
teams to maintain modern software.
Leading governments expect training
to supplement their long-term needs,
and OpenGov University provides an
on-demand solution for continual training that evolves along with those needs.
• Maximize your investment. Save time by accelerating your team's knowledge and
confidence to apply the software and best practices to your government.
• Successful Change Management. Shorten the time for a new team member to provide
value to your department.
• Deliver modern software to your government. Leading governments are deploying modern
software to improve their process, reduce their costs and deliver more to their
communities.
• Available on your schedule. On-demand training when you need it, to help get the entire
team on the same page.
• Empower your teams. Develop confidence in working with OpenGov comes by
understanding how to use our tools to best improve your team's effectiveness.
• Training that grows with you. Ensure that new employees have easily-accessible training
as both your team grows and as your future-proof technology investment evolves.
Q OPENGOV 24
Partnership Investment Summary
OpenGov's pricing model consists of a flat, annual subscription for the associated software and
professional services components. Our professional services include everything needed to ensure
a successful launch: Design, Configuration, Implementation, and Training. OpenGov offers a
non-restrictive, unlimited pricing model, meaning customers are not limited to the number of
users, logins, dashboards, reports or datasets. Rather, we charge a flat, annually recurring
subscription fee to encourage our customers to utilize the platform, increase adoption throughout
their organization, get valuable unlimited usage,and have a predictable annual cost.
Description Payment Schedule
Permitting
Citizen Services Licensing
Suite Code Enforcement
Citizen Portal
$49,872 Annual
Reporting&Analytics
Reporting& Dashboards
Transparency Stories
Platform Open Town Hall
Data Management
Deployment
Professional Implementation&
Services Deployment of the $50,600 One-Time
above solutions
Year 1 $100,472
Year 2 $49,872
Year 3 $49,872
Year 4 $49,872
Year 5 $49,872
QOPENGOV Confidential&Proprietary Information-DO NOT DISCLOSE 25
E) OPENGOV
Statement of Work
Village of Oak Brook, IL
Created by:Adam J.Weems
Creation Date:06/07/2022
Document Number: DD-02679
Version Number:l
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 g
Regular Communication Components g
Commitment to Project Direction and Goals 9
Escalation Process 10
Process 10
Escalation Requirements 10
Documentation 11
General Project Commitments 11
Project Scope 12
Best Practice Record Type Building Consultation 12
OpenGov Reporting&Transparency Platform 12
1
Q OPENGOV
OpenGov Reporting&Transparency Platform Project Deliverables 12
Project Tasks 13
Initiate 13
Best Practices 13
Configuration 13
Deploy 14
OpenGov Citizen Services Suite (CIT Suite) 14
CIT Suite Project Deliverables 14
Project Tasks 15
Initiate 15
Best Practice 15
Configuration 16
Validation 18
Deploy 19
Acceptance 19
Acceptance Process 19
Acceptance Requirements 20
Change Management 21
1. Overview
1.1. Preamble
This Statement of Work ("SOW") identifies services that OpenGov, Inc. ("OpenGov"or"we")
will perform for Village of Oak Brook, IL ("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
Q OPENGOV
OpenGov Implementation Methodology
Best Practices Review 'A
initiation Best Practice Review Validation GO UVe Project Completion
Key Activltlea learning and application of gest
Key Activities: Practices,Hands-on Workshops,Admin Training Key Activltim, Actilvi System Key ys Key Aetivkks:Final
Introductions,project plan Key Work Products Document Request Configuration Review, In use Acceptance,Transition to
review,establish charter Checklists.Solution Recommendation,Data Map, User Acceptance Testing, Customer Success
and plan timelines Solution Document Data Confirmation,User
Key Werk Products: Managerand Technical
Training Project Documentation Support,Feedback survey
Key Work Products:Roles
and responsibilities Configuration Work Products Data
Key Key Work Products:Project
Key Activities:Application and Soivtion
Overview.Project Plan, Validation.Customer Acceptance,Transition
Charter and Schedule Configuration,Indiai Data Migration Review
Key Work Products.Solution Configuration,Peer
Review,Solution Document
Wig 01
Ah
551
'.`
r
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
G) OPENGOV
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
G) OPENGOV
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
, OpenGovRole • .
Executive Sponsor Responsible for ensuring alignment on project value proposition
("ES") and vision. Escalation point for Customer Executive Sponsor to
5
G) OPENGOV
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 Responsible for the delivery of the professional services based
("PM") 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 OpenGov Subject Matter Experts ("SMEs")will engage in
Expert("SME") 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 Responsible for migrations,conversions,and integrations as
("IE") 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 The Account Executive is responsible for the sales cycle.Aligning
("AE") 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 The Customer Manager("CM") is the primary customer
("CM") 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
Q OPEHGOV
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 Responsible for ensuring Customer team is aligned to core
("ES") 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 Serves as the primary contact for OpenGov Project Initiation,
("PM") 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 Responsible for mapping out data infrastructure and validating
SystemsLead("DSL") 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
a OPENGOV
S. 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
PurposeFrequency . .
Meeting 0
OpenGov Customer I Engagement Quarterly Overview of PM, ES, PM, PL,
Management Review Program Status, others as ES,others
Review Value Realization, necessary as
("QMR") trends,savings necessary
reports, program
improvement,
technology,and
discuss program
adjustments
Statement Bi-Annually Review of PM, ES, PM, BO.
Committee milestones per AE,CM ES
commercial
agreement, review
budget and fiscal
matters.
Discuss strategic
8
Q OPENGOV
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/ Discuss PM, ES, PM, ES,
Bi-Monthly deployment: plus plus
- Strategic others as others as
impacts:timing, necessary necessary
scope, process
- Value prop
changes,
confusion
- Project specific:
items that need
guidance,support
and/or clarity
Weekly Deployment Updates Weekly Summary of Project Project
project actions Team + Team +
against project ES(s) ES(s)
plan.
Risks and
achievements
highlighted in
addition to asks of
leadership.
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
Q OPENGOV
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
Q OPENGOV
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
G) OPENGOV
o The Professional Services will be provided during regular business
hours (8am to bpm Central Time) Monday through Friday (holidays
excluded).
• SOW Expiration:
o 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. Best Practice Record Type Building Consultation
Deliverable Description OpenGov will provide up to two (2),4 Hour pre-project consulting
Planning Best sessions
Practice
Record Type Session to include:
Build • Consultation on Best Practices for building Record Types
Consulting • Guidance in selecting which Record Types OpenGov will build in
the deployment
Expected outcome:
• OpenGove and Village of Oak Brook will determine which 5 of
the 6 Record Types that OpenGov will build in the deployment
o "New Construction Packet"will be one of the 6.
8.2. OpenGov Reporting & Transparency Platform
8.2.1. OpenGov Reporting & Transparency Platform Project
Deliverables
Deliverable Description
OpenGov Cloud based Reporting&Transparency Platform that includes:
Reporting& • Stories
Transparency • Reporting
Platform • Dashboards
• Transparency Portal
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QOPENGOV
8.2.2. Project Tasks
The tasks listed below are required for OpenGov and Customer to successfully complete the
OpenGov Reporting&Transparency Platform implementation.
Functionality Description
Provisioning OpenGov will provision Customer's OpenGov entity and verify Customer
R&T Platform has access to all purchased modules.
OpenGov OpenGov will provide access to OpenGov University online training
University courses intended to teach users on the basics of the Reporting&
Platform Transparency Platform.
Training
Stories OpenGov will build out an example of a Story:
Examples . One standard story based on available templates in OpenGov.
8.2.2.2. Best Pi,
Functionality Description
Overview of OpenGov assesses and identifies how best to configure and map data
Best Practice to ensure success based on materials provided by Customer.
Stories Review The Implementation Analyst will conduct a review of the examples
created.
Solution OpenGov will present a solution document to be mutually agreed upon
Document prior to beginning configuration.
8.2.2.3
FunctionalityDescription
OpenGov OpenGov will:
Reports . Provide training to on Customer on uploading datasets to the
Reporting and Transparency platform for the purposes of
creating reports and saved views
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(QOPENGOV
8.2.2.4. Deploy
FunctionalityDescription
Training OpenGov will review configured story and provide training to Customer
Stories on how to:
• Create new stories
• Update/Maintain current stories
• Publish internally and externally
Training OpenGov will review configured OpenGov reports.
OpenGov OpenGov will provide training Customer on report:
Reports • Configuration
• Update/Maintenance
• Publishing internally and externally
Training OpenGov will review configured Dashboards
Dashboards OpenGov will provide training to Customer on Dashboard:
• Configuration
• Update/Maintenance
• Publishing internally and externally
Platform OpenGov will provide training to Customer on Platform maintenance::
Training • Users
• Uploading data
Sign Off Customer will sign off that they have:
• Configured Story
• Configured OpenGov reports
• Configured Dashboard
• Training has been provided on Stories, OpenGov reports,
Dashboards
8.3. OpenGov Citizen Services Suite (CIT Suite)
8.3.1. CIT Suite Project Deliverables
FunctionalityDescription
CIT Suite Cloud based Permit, Licensing, Code Enforcement software for 2
Service Areas to include
• 7 Record Type(s) (forms,document templates,fee schedules,
14
QOPENGov
workflows) built by OpenGov
• CIT System Training
• Configuration Training
• Internal user Training
• Migrations and Integrations
8.3.2. Project Tasks
The tasks listed below are required for OpenGov and Customer to successfully complete the
OpenGov CIT Suite implementation.
8.3.2.1. Initiate
FunctionalityDescription
Creating OpenGov will provision a CIT environment and FTP site.Customer
Environment system administrator will be added to the environment following
contract signing and creation.
Documentation Customer will provide OpenGov with:
Receipt • Existing application forms
• Current workflows
• Gathering all existing supporting documentation
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
Best Practice
Functionality Description
Overview of OpenGov assesses and identifies how best to configure and map data
Best Practice to ensure success based on materials provided by Customer.
Customer OpenGov will share what is needed to obtain from Customer and why
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Q OPENGOV
Inputs the information drives a successful outcome.
Discuss OpenGov will review department specific documents. Coach the
Recommended Customer on Best Practice application. OpenGov will make solution
Process recommendations based on our domain expertise.
Versus Current
Process
Solution OpenGov will present a solution document to be mutually agreed upon
Document prior to beginning configuration.
s? 1 2 7 Configuratioct
FunctionalityDescription
Record Type OpenGov will configure up to 7 standard record type drafts of
Configuration Customer's record types in the CIT system.
(OpenGov-
Standard) Along with Customer input OpenGov will be responsible for building:
• Customer Application Forms
• Customer Workflow
• Output Documents
• Adding in Customer Fees
OpenGov will hold working sessions*between the OpenGov and
Customer for the purpose of validating, reviewing,and iterating upon
draft record types configuration.
Record Types to OpenGov will build the following Record Types:
be Built 1. Business Registration Form
2. New Construction Packet
3. TBD in the Pre Project Consulting Sessions
4. TBD in the Pre Project Consulting Sessions
5. TBD in the Pre Project Consulting Sessions
6. TBD in the Pre Project Consulting Sessions
7. TBD in the Pre Project Consulting Sessions
*Working All working sessions will focus on:
Session • Forms
• Workflows
• Fee structures
• Attachment requirements
• Permit/license/letter templates
• Useraccess
• Renewal processes
16
Q OPENGOV
• Inspection checklists
• Public portal
Record Type OpenGov will provide 3, 60-minute configuration training sessions to
Configuration enable Customer to own configuration of their remaining Record Types.
Training . Sessions will focus on:
Sessions o Hands-on training for building,configuring,and
maintaining Record Types in CIT.
o 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
Recurring OpenGov will import the Customer's location information from your
Master Address Master Address Table(MAT)file(CSV) into CIT.
Table(MAT)
Import 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'
data.
ESRI ArcGIS OpenGov will integrate the CIT suite with the Customer's ArcGIS Server.
Server Customer is responsible for providing a publicly-accessible secure ESRI
Integration REST API URL.
Note:WFS link will not suffice
GIS Flag OpenGov will enable GIS Flag Integration:
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& For a financial export,Customer will provide OpenGov the required
Finance Export format and a sample document.
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G) OPENGOV
OpenGov will export the data based on the required format and put the
files onto Customer's FTP as often as nightly
Bluebeam OpenGov will enable any attachment to click"Open in Bluebeam Studio"
Integration to start or continue a collaborative document markup/review session in
Bluebeam. Bluebeam access not included.
• Requires Bluebeam Studio Prime license(s).
Autof ills
OpenGov will deploy up to 4 Autofills to be determined by Customer needs.
Premium Allow for dynamic search within the application form to auto-populate a
set of form fields.
• Premium autofill is used for data managed by Customer through
a flat file.
• Data sets larger than 100k rows are allowed.
• Premium Azure search,and can be updated as often as nightly.
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.
Internal Allow for dynamic search within the application form to auto-populate a
set of form fields.
Internal autofill is used for data managed within CIT--connecting
one Record Type to another.
8.3.2.4. Validation
Functionality Description
Confirmation Customer confirms OpenGov has created 7 Record Types.
User Acceptance OpenGov will require Customer to validate
Testing(admin) • Application is working as intended
o Internal processes and or workflows
o Front End processes (Public views)
• The administrator knows how to:
o Make changes
18
Q OPENGOV
c Troubleshoot problems
o Create or configure new Record Types
Functionality Description
Internal User OpenGov will provide 3,two-hour training sessions designed for Internal
Training Users such as Inspectors or Intake Review staff.
• Internal Users are trained to:
c Understand how to use the system to complete the tasks
needed perform their roles/responsibilities
o Understand the functionality and workflow of the
Permitting, Licensing or Code Enforcement process.
o 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:
o Functionality
o Tasks needed to perform their roles/responsibilities
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:
19
Q OPEHGOV
• 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.
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.
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Q OPENGOV
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.
• Change in type of OpenGov resources to support the SOW.
21
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:Hopengov.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://or)enoov.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
Rev.2018.01_210428 NA
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 Resoonsibilities. 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.
Rev.2018.01_210428NA
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) ED.U. 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 F
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
Rev 2018.01_210428NA
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 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, (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. Additionally, Customer may terminate this Agreement, upon providing at least ninety
(90) days notice prior to the annual anniversary date of the Agreement("Anniversary Date") upon the occurrence
of an Event of Nonappropriation as defined below. An "Event of Nonappropriation" occurs when prior to each
Anniversary Date: a) Customer uses all efforts that are lawful and within Customer's official power, to secure the
appropriate funds for the next year's Fees, including indicating the Software Services serve an essential purpose
to Customer; and b) Customer has not acquired, used or issued a proposal for similar products or services during
this period or has not hired any third party or allowed its own employees to use other services in place of the
Software Services. Customer shall permit OpenGov to assist with the efforts in a) above, including providing
OpenGov with direct access to Customer's applicable appropriations team.
7.4 Effect of Termination.
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(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
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)
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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.
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-corru to ion. 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 Assi nment. 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.
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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
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 .om Ip ete 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.
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Signatures
Customer: OPENGov, INC.
Signature: Signature:
Name: Name:
Title: Title:
Date: Date:
[SIGNATURE PAGE TO OPENGOV SOFTWARE SERVICES AGREEMENT]
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