2200 – OpenGov, Inc. – Professional Consulting Services To The City of Rosemead For A Permit and Land Use Management System OpenGov, Inc.Docusign Envelope ID. D8544987-8FF8-412F-8401-6677FC8CFA9C
PROFESSIONAL SERVICES AGREEMENT
PROFESSIONAL CONSULTING SERVICES TO THE CITY OF ROSEMEAD FOR A
PERMIT AND LAND USE MANAGEMENT SYSTEM
OPENGOV, INC.
PARTIES AND DATE.
This Agreement is made and entered into this � day of p"&- 2024
(Effective Date) by and between the City of Rosemead, a municipal organization
organized under the laws of the State of California with its principal place of business at
8838 E. Valley Blvd., Rosemead, California 91770 ("City") and OpenGov, Inc., a Delaware
corporation with its principal place of business at 660 3rdStreet, Suite 100, San Francisco,
CA 94107 ("Consultant"). City and Consultant are sometimes individually referred to
herein as "Party" and collectively as "Parties."
RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain
software and professional services required by the City on the terms and conditions set
forth in this Agreement. Consultant represents that it is experienced in providing permitting
and licensing services to public clients, is licensed in the State of California and is familiar
with the plans of City in obtaining these services.
2.2 Project.
City desires to engage Consultant to render software and professional consulting
services as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to
furnish to the City all software and professional services as further described in the
applicable Order Form and Statement of Work, herein referred to as "Services". The
Services are more particularly described in Exhibit A ("Statement of Work") and Exhibit B
("Order Form") attached hereto and incorporated herein by reference. All Services shall
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be subject to, and perforated in accordance with this Agreement, the exhibits attached
hereto and incorporated herein by reference, and all applicable local, state and federal
laws, rules and regulations.
3.1.2 Software Services. Subject to the terms and conditions of this
Agreement, Consultant will use commercially reasonable efforts to provide the
commercial -off-the-shelf software solutions identified in the applicable Order Form
("Software Services"). Services do not include any pre-release features, functionality,
and/or software that City elects to use while they are in beta.
3.1.3 Support and Services 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 Consultant's standard business hours. City
may report issues any time; however, Consultant will address issues during business
hours. Consultant will provide support for the Software Services in accordance with the
Support and Software Service Levels found at opengov.com/service-sla, as long as City
is entitled to receive support under the applicable Order Form and this Agreement.
3.1.4 Professional Services. If Consultant or its authorized independent
contractors provides professional services to City, such as implementation services, then
these professional services ("Professional Services") will be described in an applicable
statement of work ("SOW") agreed to by the parties, which is incorporated herein by
reference. Unless otherwise specified in the SOW, any pre -paid Professional Services
must be utilized within one year from the Effective Date.
3.1.5 Relevant travel expenses are provided in the SOW. Any other travel
expenses related to the performance of the Professional Services shall be pre -approved
by and reimbursed by City.
3.1.6 Term. The term of this Agreement shall begin on the Effective Date
(October 1, 2024) and ends on the date the subscription ends (September 30, 2027),
known as the "Initial Term", according to the Order Form, unless sooner terminated
pursuant to this Agreement. At the conclusion of the Initial Term, City shall have the option
for one, one-year extension at the sole and absolute discretion of the City, unless earlier
terminated as provided herein. Consultant shall complete the Services within the term of
the Agreement and any applicable Statement of Work.
3.1.7 Renewal. This Agreement shall automatically renew for another
period of the same duration as the Initial Term (each one is a new "Renewal Term") unless
either party notifies the other party of its intent not to renew this Agreement in writing no
less than 30 days before the end of the then -current term.
3.2 Responsibilities of the Parties.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The
Services shall be performed by Consultant or under its supervision and direction.
Consultant will determine the means, methods and details of performing the Services
subject to the requirements of this Agreement. City retains Consultant on an independent
contractor basis and not as an employee. Consultant retains the right to perform similar
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or different services for others during the term of this Agreement. Any additional personnel
performing the Services under this Agreement on behalf of Consultant shall also not be
employees of City and shall at all times be under Consultant's exclusive direction and
control. Consultant shall pay all wages, salaries, and other amounts due such personnel
in connection with their performance of Services under this Agreement and as required
by law. Consultant shall be responsible for all reports and obligations respecting such
additional personnel, including, but not limited to: social security taxes, income tax
withholding, unemployment insurance, disability insurance, and workers' compensation
insurance.
3.2.2 Performance of Services. Consultant represents that it has the
professional and technical personnel required to perform the Services in conformance
with such conditions.
3.2.3 Intentionally Omitted.
3.2.4 Substitution of Key Personnel. Consultant has represented to City
that certain key personnel will perform and coordinate the Services under this Agreement.
Should one or more of such personnel become unavailable, Consultant may substitute
other personnel of at least equal competence upon written approval of City, which shall
not be unreasonably withheld. As discussed below, any personnel who fail or refuse to
perform the Services in a manner acceptable to the City, or who are determined by the
City to be uncooperative, incompetent, a threat to the adequate or timely completion of
the Project or a threat to the safety of persons or property, shall be promptly removed
from the Project by the Consultant at the request of the City.
3.2.5 City's Representative. The City hereby designates the City Manager,
or his or her designee, to act as its representative for the performance of this Agreement
("City's Representative"). City's Representative shall have the power to act on behalf of
the City for all purposes under this Agreement. Consultant shall not accept direction or
orders from any person other than the City's Representative or his or her designee.
3.2.6 Consultant's Representative. Consultant will designate to act as its
representative for the performance of this Agreement ("Consultant's Representative").
Consultant's Representative shall have authority to represent the Consultant for all
purposes under this Agreement.
3.2.7 Coordination of Services: Consultant's Representative agrees to work
closely with City staff in the performance of Services and shall be available to City's staff,
consultants, and other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees: Consultant shall
perform all Services under this Agreement in a skillful and competent manner, consistent
with the standards generally recognized as being employed by professionals in the same
discipline in the State of California. Consultant represents and maintains that it is skilled
in the professional calling necessary to perform the Services. Consultant warrants that all
employees and subconsultants shall have sufficient skill and experience to perform the
Services assigned to them. Finally, Consultant represents that its employees and
subconsultants have all licenses, permits, qualifications and approvals of whatever nature
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that are legally required to perform the Services, including a City Business License, and
that such licenses and approvals shall be maintained throughout the term of this
Agreement
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of
and in compliance with all local, state, and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all CaVOSHA
requirements, and shall give all notices required by law. Consultant shall be liable for all
violations of such laws and regulations in connection with Services. If the Consultant
performs any work knowing it to be contrary to such laws, rules, and regulations and
without giving written notice to the City, Consultant shall be solely responsible for all costs
arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors,
officers, employees and agents free and harmless, pursuant to the indemnification
provisions of this Agreement, from any claim or liability arising out of any failure or alleged
failure to comply with such laws, rules or regulations.
3.2.10 Insurance: Consultant shall maintain prior to the beginning of and for
the duration of this Agreement insurance coverage as specified in Exhibit C attached to
and part of this agreement.
3.2.11 Safety: In carrying out its Services, the Consultant shall at all times
be in compliance with all applicable local, state and federal laws, rules and regulations,
and shall exercise all necessary precautions for the safety of employees appropriate to
the nature of the work and the conditions under which the work is to be performed.
3.2.12 Restrictions. City may not use the Software Services in any manner
or for any purpose other than as expressly permitted by the Agreement. In addition, City
shall not, and shall not permit or enable any third party to: (a) use or access any of the
Software Services to build a competitive product or service; (b) modify, disassemble,
decompile, reverse engineer or otherwise make any derivative use of the Software
Services (except to the extent applicable laws specifically prohibit such restriction); (c)
sell, license, rent, lease, assign, distribute, display, host, disclose, outsource, copy or
otherwise commercially exploit the Software Services; (d) perform or disclose any
benchmarking or performance testing of the Software Services, including but not limited
to load testing, or stress testing; (e) remove any proprietary notices included with the
Software Services; (f) use the Software Services in violation of applicable law; or (g)
transfer any confidential personally identifiable information to Consultant or the Software
Services platform.
3.2.13 Responsibilities. City shall be responsible for obtaining and
maintaining computers and third -party software systems of record (such as City's ERP
systems) needed to connect to, access or otherwise use the Software Services. City 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 City user accounts by any party other than Consultant.
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3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement and shall not
exceed Two Hundred Twenty -Six Thousand, Seven Hundred Sixty -One Dollars and
Sixty -One Cents ($226,761.61) as indicated in Exhibit A ("Statement of Work") and Exhibit
B ("Order Form"). Any additional services may be mutually authorized by the parties in
writing, and will be compensated at the rates and manner set forth in a separately
executed amendment.
3.3.2 Payment of Compensation. Fees for Services are set forth in the
applicable Order Form, and Consultant will invoice City accordingly. City agrees to pay
invoices within 30 days. Invoices are deemed received when Consultant emails them to
City's designated billing contact. Obligations to pay fees are non -cancelable, and
payments are non-refundable. Consultant shall increase the fees for the Services during
any renewal term by 5% each year or as otherwise agreed upon in the applicable renewal
Order Form.
3.3.3 Consequences of Non -Payment. If City fails to make any payments
required under any Order Form or SOW, then in addition to any other rights Consultant
may have under this Agreement or applicable law, (a) City will owe a late interest penalty
of the maximum rate permitted by law and (b) If City's account remains delinquent (with
respect to payment of an undisputed invoice) for 10 days after receipt of a delinquency
notice from Consultant, which may be provided via email to City's designated billing
contact, Consultant may temporarily suspend City's access to the Software Service for
up to 90 days to pursue good faith negotiations before pursuing termination in accordance
with this Agreement. City will continue to incur and owe all applicable fees irrespective of
any such service suspension based on such City's delinquency.
3.3.4 Reimbursement for Expenses: Consultant shall not be reimbursed
for any expenses unless authorized in writing by City. Such authorization shall not be
unreasonably withheld.
3.3.5 Intentionally Omitted.
3.3.6 Prevailing Wages: Consultant is aware of the requirements of
California Labor Code Section 1720, et seq., and 1770, at seq., as well as California Code
of Regulations, Title 8, Section 1600, at seq., ("Prevailing Wage Laws"), which require the
payment of prevailing wage rates and the performance of other requirements on "public
works" and "maintenance" project, as defined by the Prevailing Wage Laws, and if the
total compensation is $1,000 or more, Consultant agrees to fully comply with such
Prevailing Wage Laws.
3.4 Accounting Records,
3.4.1 Maintenance and Inspection: Consultant shall maintain complete
and accurate financial records with respect to all costs and expenses incurred under this
Agreement. All such records shall be clearly identifiable. Consultant shall allow a
representative of City during normal business hours to examine, audit, and make
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transcripts or copies of such records and any other documents created pursuant to this
Agreement. Consultant shall allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of final
payment under this Agreement. In no event shall any audit occur: (1) more than once per
calendar year, (2) without giving at least three business days prior written notice (3)
outside of Consultant's normal business hours, or (4) on systems where such audit may,
in Consultant's sole reasonable discretion, violate its third -party confidentiality
obligations.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination: If either party materially
breaches any tern of this Agreement and fails to cure such breach within 30 days after receiving
written notice by the non -breaching party, the non -breaching party may terminate this Agreement.
3.5.1.2 Effect of Termination: Upon termination of this
Agreement pursuant to Section 3.5: (a) City shall pay in full for all Services for the then -
current annual term, (b) Consultant shall stop providing Services to City; and (c) each
party shall (at the other party's option) return or delete any of the other party's confidential
information in its possession. Intentionally Omitted.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this purpose:
CONSULTANT:
OpenGov, Inc.
660 3rd Street, Suite 100,
San Francisco, CA 94107
A= Legal Department
Tel: (650) 336-7167
Copy: legal@opengov.com
OL
City of Rosemead
8838 E. Valley Boulevard
Rosemead, CA 91770
Attn: Director of Community Development
Copy: Itrinh@cityofrosemead.org
Such notice shall be deemed made when personally delivered, o r when mailed forty-
eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed
to the party at its applicable address. Actual notice shall be deemed adequate notice on
the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Intentionally Omitted.
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3.5.3.2 Confidentiality. "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. Consultant's Confidential Information includes, without
limitation, the software underlying the Software Services, and all Documentation.
Confidential Information does not include: (a) data that City has previously released to
the public; (b) data that City would be required to release to the public upon request under
applicable federal, state, or local public records laws, including the California Public
Records Act; (c) City Data that City requests Consultant make available to the public in
conjunction with the Software Services; (d) information that becomes publicly known
through no breach by either party; (e) information that was rightfully received by a party
from a third party without restriction on use or disclosure; or (f) information independently
developed by the Receiving Party without access to the Disclosing Party's Confidential
Information. Each party further agrees to use the other's Confidential Information only in
connection with this Agreement. Each party further agrees to protect the other party's
Confidential Information using the measures that it employs with respect to its own
Confidential Information of a similar nature, but in no event with less than reasonable
care. If a party is required to disclose Confidential Information by law or court order, they
must notify the other party in writing before making the disclosure to give the other party
an opportunity to oppose or limit the disclosure. The above is subject to the California
Public Records Act under the Government Code and City's obligations to comply with the
Act.
3.5.4 Cooperation; Further Acts: The Parties shall fully cooperate with one
another and shall take any additional acts or sign any additional documents as may be
necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attorney's Fees: If either party commences an action against the
other party, either legal, administrative, or otherwise, arising out of or in connection with
this Agreement, the prevailing party in such litigation shall be entitled to have and recover
from the losing party reasonable attorney's fees and all costs of such action.
3.5.6 Indemnification: To the fullest extent permitted by law, Consultant
shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and
agents free and harmless from any and all third -party claims, demands, causes of action,
costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons,
including wrongful death, in any manner arising out of or incident to any negligent alleged
acts, omissions or willful misconduct of Consultant, its officials, officers, employees,
agents, and consultants. Consultant shall defend, at Consultant's own cost, expense, and
risk, any and all such aforesaid third -party suits, actions or other legal proceedings of
every kind that may be brought or instituted against City, its directors, officials, officers,
employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award
or decree that may be rendered against City or its directors, officials, officers, employees,
agents or volunteers, in any such third -party suit, action or other legal proceeding.
Consultant shall reimburse City and its directors, officials, officers, employees, agents
and/or volunteers, for any and all legal expenses and costs incurred by each of them in
connection therewith or in enforcing the indemnity herein provided. Consultant's
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obligation to indemnify shall not be restricted to insurance proceeds, if any, received by
the City, its directors, officials officers, employees, agents or volunteers.
3.5.7 Entire Agreement: This Agreement contains the entire Agreement of
the parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements. This Agreement may only be modified by
a writing signed by both parties.
3.5.8 Governing Law: This Agreement shall be governed by the laws of the
State of California. Venue shall be in Los Angeles County.
3.5.9 Intentionally Omitted.
3.5.10 City's Right to Employ Other Consultants: City reserves right to
employ other consultants in connection with this Project.
3.5.11 Successors and Assigns: This Agreement shall be binding on the
successors and assigns of the parties.
3.5.12 Assignment or Transfer: Except as set forth in this section, neither Party
shall assign, delegate, hypothecate, or otherwise transfer, either directly or by operation
of law, this Agreement, or any of its rights, obligations, or interests herein without the
other Party's prior written consent, which consent may not be unreasonably withheld,
conditioned, or delayed. Either Party may assign, without such consent but upon written
notice, its rights and obligations under this Agreement to its corporate affiliate or to any
entity that acquires all or substantially all of its capital stock or its assets related to this
Agreement, through purchase, merger, consolidation, or otherwise. Any other attempted
assignment shall be void.
3.5.13 Construction; References; Captions: Since the Parties or their agents
have participated fully in the preparation of this Agreement, the language of this
Agreement shall be construed simply, according to its fair meaning, and not strictly for or
against any Party. Any term referencing time, days or period for performance shall be
deemed calendar days and not workdays. All references to Consultant include all
personnel, employees, agents, and subconsultants of Consultant, except as otherwise
specified in this Agreement. All references to City include its elected officials, officers,
employees, and agents except as otherwise specified in this Agreement. The captions of
the various articles and paragraphs are for convenience and ease of reference only, and
do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
3.5.14 Amendment; Modification: No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
3.5.15 Waiver: No waiver of any default shall constitute a waiver of any
other default or breach, whether of the same or other covenant or condition. No waiver,
benefit, privilege, or service voluntarily given or performed by a Party shall give the other
Party any contractual rights by custom, estoppel, or otherwise.
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3.5.16 No Third -Party Beneficiaries: There are no intended third -party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity; Severability: If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue in full force and effect.
3.5.18 Prohibited Interests: Consultant warrants that it has not paid, nor has
it agreed to pay any company or person, other than a bona fide employee, independent
contractor, or subcontractor working solely for Consultant, any fee, commission,
percentage, brokerage fee, gift or other consideration contingent upon or resulting from
the award or making of this Agreement. For the term of this Agreement, no member,
officer or employee of City, during the term of his or her service with City, shall have any
direct interest in this Agreement, or obtain any present or anticipated material benefit
arising therefrom.
3.5.19 Equal Opportunity Employment: Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any subconsultant,
employee or applicant for employment because of race, religion, color, national origin,
handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited
to, all activities related to initial employment, upgrading, demotion, transfer, recruitment
or recruitment advertising, layoff or termination.
3.5.20 Labor Certification: By its signature hereunder, Consultant certifies
that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Worker's Compensation or to
undertake self-insurance in accordance with the provisions of that Code, and agrees to
comply with such provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Agreement Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement.
Each Party warrants that the individuals who have signed this Agreement have the legal
power, right, and authority to make this Agreement and bind each respective Party.
3.5.22 Counterparts: This Agreement may be signed in counterparts, each
of which shall constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required: Consultant shall not subcontract any
portion of the work required by this Agreement, except as expressly stated herein, without
prior written approval of City, which shall not be unreasonably withheld. Subcontracts, if
any, shall contain a provision making them subject to all provisions stipulated in this
Agreement.
3.7 Intellectual Property Rights; License Grants; Access to City Data
3.7.1 "Intellectual Property Rights" means all intellectual property rights
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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.
3.7.2 Software Services. Consultant owns all interests and Intellectual
Property Rights in the Software Services. The look and feel of the Software Services,
including any custom fonts, graphics and button icons, are the property of Consultant.
City may not copy, imitate, or use them, in whole or in part, without Consultant's prior
written consent. Subject to City's obligations under this Agreement, Consultant grants City
a non-exclusive, royalty -free license during the Term to use the Software Services.
3.7.3 City Data. "City Data" means data that is provided by City to
Consultant pursuant to this Agreement (for example, by email or through City's software
systems of record). City Data does not include any confidential personally identifiable
information. City Data and the Intellectual Property Rights therein belong to City. City
grants Consultant and its partners (such as hosting providers) a non-exclusive, royalty -
free license to use, store, edit, and reformat City Data for the purpose of providing the
Software Services. City further agrees that Consultant and its partners may use
aggregated, anonymized City Data for purposes of product enhancement, customer
service, and data analysis. Insights gleaned from aggregated, anonymized City Data will
belong to Consultant.
3.7.4 Access to City Data. City may download City Data from the Software
Services at any time during the Term, excluding during routine software maintenance
periods.
3.7.5 COMPLIANCE WITH DATA PRIVACY STANDARDS FOR THE
PROTECTION OF PII. As applicable, Consultant acknowledges that to the extent it
maintains, acquires, discloses, uses, or has access to any Customer Personally
Identifiable Information ("PII"), as defined by state breach notification statutes, Consultant
shall maintain reasonable security procedures and practices appropriate to the nature of
the Pit , and protect the PII from unauthorized access, destruction, use, modification, or
disclosure. Consultant is further obligated to comply with all relevant and applicable state,
federal and international data privacy standards, including, but not limited to, California
Civil Code §§ 1798.80-1798.84, Florida Information Protection Act, SB 1524, the
Massachusetts Office of Consumer Affairs and Business Regulation Standards for the
Protection of Personal Information, 201 CMR 17.00, Canada's Personal Information
Protection and Electronic Documents Act ("PIPEDA"), HIPAA and HITECH ("Data Privacy
Standards'. Consultant represents and warrants that from the Effective Date of this
Agreement and for so long as it maintains, acquires, discloses, uses, or has access to
City PI thereafter, Consultant shall be in compliance with the Data Privacy Standards and
that it shall notify the City in writing immediately if it is no longer in compliance with such
Data Privacy Standards. For the avoidance of doubt, Consultant will not collect PHI or
payment information under this Agreement.
3.7.6 RETURN OR DESTRUCTION OF CUSTOMER PII, or PHI. As
applicable, if at any time during the term of this Agreement any part of City PII, or PHI, in
any form, that Consultant obtains from the City ceases to be required by Consultant for
the performance of its obligations under this Agreement, or upon termination of this
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Agreement, whichever occurs first, Consultant shall, within forty -five (45) days, promptly
notify the City and securely return such City PI to the City, or at the City's written request
destroy, un -install and/or remove all copies of such City PII in Consultant's possession or
control, or such part of the City's PII which relates to the part of the Agreement terminated,
or the part no longer required, as appropriate, and certify to the City that the same has
been completed. For the avoidance of doubt, Consultant will not collect PHI or payment
information under this Agreement.
3.7.7 NOTICE OF SECURITY AND/OR PRIVACY INCIDENT, If
Consultant, or its Subcontractor, suspect, discover or are notified of a data security
incident or potential breach of security and/or privacy relating to City PII, Consultant shall
immediately, but in no event later than forty-eight (48) hours from suspicion, discovery or
notification of the incident or potential breach, notify the City of such incident or potential
breach. Consultant shall, upon City's request, investigate such incident or potential
breach, inform the City of the results of any such investigation, and assist the City in
maintaining the confidentiality of such information. In addition to the foregoing,
Consultant shall provide City with any assistance necessary to comply with any state
and/or federal laws requiring the provision of notice of any privacy incident or security
breach with respect to any City PII to the affected or impacted individuals and/or
organizations, in addition to any notification to applicable state and federal agencies.
Consultant agrees that it shall reimburse City for all expenses, costs, attorneys' fees, and
resulting fines, penalties, and damages associated with such incident, breach,
investigation and/or notification.
3.7.8 REMEDIES; DAMAGES; INDEMNIFICATION. Consultant shall
bear all costs, losses and damages resulting from a breach of this Agreement, subject to
the warranties in this Agreement. Consultant agrees to release, defend, indemnify, and
hold harmless the City for any third -party claims, losses, penalties and damages and
reasonable attorneys' fees and costs arising out of Consultant's, or its Subcontractor's,
sole negligence, unauthorized use, disclosure, access, or acquisition (whether on their
own or through a third -party) of City PII and/or Consultant's, or its Subcontractor's,
material breach of its obligations under this Agreement. Consultant acknowledges and
agrees that it will inform all of its principals, officers, employees, agents and
Subcontractors assigned to perform services for the City under the Agreement of the
obligations contained herein. To the extent necessary and/or required by law, Consultant
will provide training to such employees, agents and Subcontractors to promote
compliance with this Agreement. Consultant agrees to assume all liability for breach of
this Agreement by any of its principals, officers, employees, agents and Subcontractors
3.7.9 Deletion of City Data. Unless otherwise requested pursuant to this
Section, upon the termination of this Agreement, City Data shall be deleted pursuant to
Consultant's standard data deletion and retention practices, which is to delete City Data
45 days after termination or expiration of the Agreement. Upon written request, City may
request deletion of City Data prior to the date of termination of this Agreement. Such a
request must be addressed to "OpenGov Vice President, Customer Success" at
OpenGov's address for notice in Section 10.2.
3.7.10 Feedback. "Feedback" means suggestions, comments,
improvements, ideas, or other feedback or materials regarding the Software Services
Page 11 of 31
Docusign Envelope ID: D8544987-8FF8-412F-B401-6677FC8CFA9C
provided by City to Consultant, including feedback provided through online developer
community forums. City grants Consultant a non-exclusive, royalty -free, irrevocable,
perpetual, worldwide license to use and incorporate City's Feedback into the Software
Services and Documentation. Consultant will exclusively own any improvements or
modifications to the Software Services and Documentation based on or derived from any
of City's Feedback including all Intellectual Property Rights in and to the improvements
and modifications.
3.8 Warranties; Disclaimer
3.8.1 Professional Services Warranty. Consultant further represents and
warrants that the Professional Services, if any, will be performed in a professional and
workmanlike manner in accordance with the related SOW and generally prevailing
industry standards. For any breach of the Professional Services warranty, Consultant will
re -perform the applicable services. If Consultant is unable to re -perform such work as
warranted, City will be entitled to recover all fees paid to Consultant for the deficient work.
City must give written notice of any claim under this warranty to Consultant within 90 days
of the completion of Professional Services pursuant to the applicable SOW to receive
such warranty remedies.
3.8.2 Software Services Warranty. Consultant further represents and
warrants that for the Term, the Software Services will perform in all material respects in
accordance with the Documentation. The foregoing warranty does not apply to any
Software Services that have been used in a manner other than as set forth in this
Agreement. Consultant does not warrant that the Software Services will be uninterrupted
or error -free. City must give written notice of any claim under this warranty to Consultant
within 90 days of City discovering the defect. For any breach of the Software Services
warranty, Consultant will repair or replace any nonconforming Software Services so that
the affected portion of the Software Services operates as warranted. If Consultant is
unable to do so, City may terminate the license for such Software Services and will be
entitled to recover all fees paid to Consultant for the deficient Software Services.
3.8.3 City represents and warrants that (a) it has all right and authority
necessary to enter into and perform this Agreement; and (b) Consultant's use of City Data
pursuant to this Agreement will not infringe, violate or misappropriate the Intellectual
Property Rights of any third party.
3.8.4 Disclaimer. CONSULTANT 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 CONSULTANT
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.
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3.9 Limitation of Liability
3.9.1 By Type. NEITHER PARTY, NOR ITS SUPPLIERS, OFFICERS,
AFFILIATES, REPRESENTATIVES, CONTRACTORS OR EMPLOYEES, SHALL BE
RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS
AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR
OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR
INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS
OR SERVICES OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY,
PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; OR (C) FOR
ANY MATTER BEYOND A PARTY'S REASONABLE CONTROL, EVEN IF SUCH
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
3.9.2 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 TWO TIMES (2X) THE FEES
PAID BY CUSTOMER TO OPENGOV FOR THE SOFTWARE SERVICES UNDER THIS
AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE
LIABILITY,
3.9.3 Limitation of Liability Exclusions. The limitations of liability set forth
in the section 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 this
Agreement, (b) claims arising out of fraud or willful misconduct by either party and (c)
either party's infringement of the other party's intellectual property rights as set forth in
this Agreement.
3.9.4 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 City.
(Signatures on next page]
Page 13 of 31
Docusign Envelope ID: D8544987-8FF8-412F-B401-8877FC8CFA9C
CITY OF ROSEMEAD
Ben ' , City Manager Date
Attest:
q LS Zy
Ericka Hernandez, City Clerk D to
Approved as to Form:
o
Rachel i hman
City Attomey
Date
Page 14 of 31
CONSULTANT
Dxuftnea ey:
By: A3AFFF18119U 15_
Sam Kramer
Name:
Title: SVP, Finance
[If Corporation, TWO
SIGNATURES, President OR
Vice President AND Secretary,
AND CORPORATE SEAL OF
CONSULTANT REQUIRED]
oeeuigma ny:
C�& U
By:
FFuy WFOUCA_
Elise Cole
Name:
Chief Legal officer
Title:
Docusign Envelope ID: D8544987-8FF8-412F-B401-6677FC8CFA9C
EXHIBIT A
STATEMENT OF WORK
Dowsign Envelope ID: D8544987-8FF8412F-8401-6677FC8CFA9C
�) OPENGOV
Statement of Work
City of Rosemead, CA
Creation Date: 6/28/2024
Document Number: PS -05781
Version Number: 8
Created by: Dean Simpson
2023 Statemera of Work v2.1
Docusign Envelope ID: D8544987-8FF8-412F-B401-6677FC8CFA9C
Table of Contents
1. Overview and Approach
3
1.1. Agreement
3
2. Statement of Work
3
2.1. Project Scope
3
2.2. Facilities and Hours of Coverage
4
2.3. Key Assumptions
4
2.4. Exclusions
5
2.5.OpenGov Responsibilities
5
2.5.1. Activity 1- Project Management
5
2.5.2. Activity 2 - Initialization
6
2.5.3. Activity 3 - OpenGov Use Cases
6
2.5.4. Activity 4 - Training
7
2.6. Your Responsibilities
7
2.6.1. Your Project Manager
7
2.7. Completion Criteria
6
2.6. Estimated Schedule
6
2.9. Illustrative Project Timelines
6
2.10. Charges
9
2.11. Offer Expiration Date
y
Appendix A: Engagement Charter
10
A-1: Communication and Escalation Procedure
10
A-2: Change Order Process
10
A-3: Deliverable Materials Acceptance Procedure
11
Appendix 8: Deliverables
12
B-1: Data Deliverables
12
B-2: Record Type Deliverables
13
B-3: Training Deliverables
14
Appendix C: Technical Requirements
is
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Overview and Approach
1.1. Agreement
This Statement of Work ('SOW) identifies services that OpenGov, Inc. ('OpenGov" or 'we') will
perform for City of Rosemead, CA ('Customer or'you') pursuant to that order for Professional
Services entered into between OpenGov and the Customer ('Order Form')which references the
Master Services Agreement or other applicable agreement entered into by the parties (the
Agreemenr).
• Customer acknowledges and agrees that this Statement of Work is subject to the
confidentiality obligations set forth in the Agreement between OpenGov and Customer.
• The Deliverables listed in Appendix B are the single source of the truth of the deliverables to
be provided.
• Customer's use of the Professional Services is governed by the Agreement and not this
SOW.
• Upon execution of the Order Form or other documentation referencing the SOW, this SOW
shall be incorporated by reference into the Agreement.
• In the event of any inconsistency or conflict between the terms and conditions of this SOW
and the Agreement, the terms and conditions of this SOW shall govern with respect to the
subject matter of this SOW only. Unless otherwise defined herein, capitalized terms used in
this SOW shall have the meaning defined in the Agreement.
• This SOW may not be modified or amended except in a written agreement signed by a duly
authorized representative of each party.
• OpenGov will be deployed as is, Customer has access to all functionality available in the
current release.
2. Statement of Work
This SOW is limited to the Implementation of the OpenGov Permitting & Licensing as defined in the
OpenGov Responsibilities section of this document (Section 2.5). Any additional services or
support will be considered out of scope.
2.1. Project Scope
Under this project, OpenGov will deliver cloud based Permitting 8 Licensing solutions to
help the Customer power a more effective and accountable government. OpenGov's
estimated charges and schedule are based on performance of the activities listed in the
'OpenGov Responsibilities'section below. Deviations that arise during the project will be
managed through the procedure described in Appendix A-2: Change Order Process, and
may result in adjustments to the Project Scope, Estimated Schedule, Charges and other
terms. These adjustments may include charges on a time -and -materials or fixed -fee basis
using OpenGov's standard rates in effect from time to time for any resulting additional work
or waiting time.
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2.2. Facilities and Hours of Coverage
OpenGov will:
A. Perform the work under this SOW remotely, except for any project -related activity
which OpenGov determines would be best performed at your facility in order to
complete its responsibilities under this SOW.
B. Provide the Services under this SOW during normal business hours, 8:30am to
6:00pm local time, Monday through Friday, except holidays.
C. Use personnel and resources located across the United States, and may also
include OpenGov-trained staffing contractors to support the delivery of services.
2.3. Key Assumptions
The SOW and OpenGov estimates are based on the following key assumptions. Deviations
that arise during the proposed project will be managed through the Appendix A-2: Change
Order Process, and may result in adjustments to the Project Scope, Estimated Schedule,
Charges, and other terms.
General:
A. Individual software modules are configured based on discussions between OpenGov
and Customer.
B. All training, working sessions, and configuration is completed remotely, unless
otherwise specified in appendix
C. Customer will gather and provide all applicable Prerequisite Data Checklist items
prior to the first project working session being held.
D. Customer's source data will be provided in accordance with Appendix C: Technical
Requirements.
E. Customer will validate and sign off on each deliverable in Apnendix B: Deliverables.
F. Go Live date will be agreed and signed off between the Customer and OpenGov
project manager during project planning.
G. Customer will sign off on the Solution Acceptance prior to Go Live.
H. The project plan assumes one Go -Live event and cutover unless otherwise specified
in Appendix B; Deliverables.
I. OpenGov best practice is to not exceed tested limits of the product.
Data and Document Migrations:
J. Migrations are completed using flat files provided and mapped by the Customer,
unless otherwise specified in Appendix B: Deliverables.
K. Customer configured Record Types are expected to comply with the Project Plan's
Go Live and cutover to ensure the migration encompasses all records from the
legacy system.
L. Customer shall complete the OpenGov provided data templates with three (3) weeks
of request.
M. Customer shall validate data deliverables within three (3)weeks of request
N. During implementation, OpenGov will provide up to two Wformat changes for each
integration file, allowing for necessary edits to be made during the testing and
validation process.
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2.4. Exclusions
A. Implementation of any custom modification or integration developed by OpenGov;
your internal staff; or any third -party is not included in the scope of this project
unless specifically listed in Appendix B.
B. Any service items discussed during demonstrations; conference calls; or other
events are not included in the scope of this project unless specifically listed in
Appendix B.
C. Historical data migration does not:
i. Exceed 250,000 records unless otherwise specified in Appendix B:
Deliverables.
ii. Include database backup files unless otherwise specified in Appendix B:
Deliverables).
iii. Include cleansing of corrupt data, creation or linking of applicant accounts,
integration of historical fees and payments into workflow or financial
reports, logs of permit changes, migration of data into the workflow, permit
attachments, import of contractor database, or hierarchical relationships
between records.
D. Document Migration does not exceed ITB unless otherwise specified in Appendix B:
Deliverables.
2.5. OpenGov Responsibilities
2.5.1. Activity 1- Project Management
OpenGov will provide project management for the OpenGov responsibilities in this SOW.
The purpose of this activity is to provide direction to the OpenGov project personnel and to
provide a framework for project planning, communications, reporting, procedural and
contractual activity. This activity is composed of the following tasks:
Planning
OpenGov will:
A. Review the SOW, contract and project plan with Customer's Project Manager and
key stakeholders to ensure alignment and agreed upon timelines;
B. Coordinate ago live planning and data workshop to plan data integrations and
migrations;
C. Maintain project communications through your Project Manager;
D. Establish documentation and procedural standards for deliverable Materials; and
E. Assist your Project Manager to prepare and maintain the project plan for the
performance of this SOW which will include the activities, tasks, assignments, and
project milestones.
Project Tracking and Reporting
OpenGov will:
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A. Review project tasks, schedules, and resources and make changes or additions, as
appropriate. Measure and evaluate progress against the project plan with your
Project Manager;
B. Work with your Project Manager to address and resolve deviations from the project
plan;
C. Conduct regularly scheduled project status meetings; and
D. Administerthe Appendix A-2: Change Order Process with your Project Manager.
Completion Criteria:
This is an on-going activity which will be considered complete at the end of the Services
Deliverable Materials:
• Planning and Data Workshop
• Project Plan and Timeline
• Weekly Status Reports
• Go Live Checklist
• Risk, Action, Issues and Decisions Register(RAID)
• Project Charter
2.5.2. Activity 2 - Initialization
OpenGov will provide the following:
A. Customer Entity configuration
B. System Administrators creation
C. Solution Blueprint creation
D. Data Validation strategy
Completion Criteria:
This activity will be considered complete when:
• Customer Entity is created
• System Administrators have access to Customer Entity
• Solution Blueprint is presented to Customer
Deliverable Materials:
• Solution Blueprint
• Sign -off of Initial Draft Solution Blueprint
2.5.3. Activity 3 - OpenGov Use Cases
Use cases:
OpenGov will provide the following:
Community Development: Building Permits & Inspectional Services; Community
Development: Planning and Zoning Approvals; Public Works: Right -of -Way Permits,
Waste/Water Management, etc
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Completion Criteria:
This activity will be considered complete when:
e Deliverables are configured/completed
Deliverable Materials:
e Formal sign off document
2.5.4. Activity 4 - Training
Training will be provided in instructor -led virtual sessions unless otherwise specified in
Appendix B. For any instructor -led virtual sessions, the class size is recommended to be 10,
for class sizes larger than 10 it may be necessary to have more than one instructor.
Completion Criteria:
e Training is provided
Deliverable Materials:
e Formal sign off document
2.6. Your Responsibilities
The completion of the proposed scope of work depends on the full commitment and
participation of your management and personnel. The responsibilities listed in this section
are in addition to those responsibilities specified in the Agreement and are to be provided
at no charge to OpenGov. OpenGov's performance is predicated upon the following
responsibilities being managed and fulfilled by you. Delays in performance of these
responsibilities may result in delay of the completion of the project and will be handled in
accordance with Appendix A-2: Change Order Process.
2.6.1. Your Project Manager
Prior to the start of this project, you will designate a person called your Project Manager
who will be the focal point for OpenGov communications relative to this project and will
have the authority to act on behalf of you in all matters regarding this project.
Your Project Manager's responsibilities include the following:
A. Manage your personnel and responsibilities for this project(for example: ensure
personnel complete any self -paced training sessions, configuration, validation or
user acceptance testing);
B. Serve as the interface between OpenGov and all your departments participating in
the project;
C. Administer the Appendix A-2: Change Order Process with the Project Manager;
D. Participate in project status meetings;
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E. Obtain and provide information, data, and decisions within five (5) business days of
OpenGov's request unless you and OpenGov agree in writing to a different response
time;
F. Resolve deviations from the estimated schedule, which may be caused by you;
G. Help resolve project issues and escalate issues within your organization, as
necessary; and
H. Create, with OpenGov's assistance, the project plan for the performance of this SOW
which will include the activities, tasks, assignments, milestones, estimates, and
duration.
2.7. Completion Criteria
OpenGov will have fulfilled its obligations underthis SOW when any of the following first
occurs:
A. OpenGov accomplishes the activities set forth in "OpenGov responsibilities` section
and delivers the Materials listed, if any; or
B. The End Date, as agreed upon between the Customer and OpenGov during project
planning, is reached.
2.8. Estimated Schedule
OpenGov will schedule resources for this project upon signature of the order form. Unless
specifically noted, the OpenGov assigned project manager will work with Customer Project
Manager to develop the project schedule for all requested deliverables under this SOW.
OpenGov reserves the right to adjust the schedule based on the availability of OpenGov
resources and/or Customer resources, and the timeliness of deliverables provided by the
Customer.
The Services are currently estimated to start within two (2) weeks but no later than four(4)
weeks from signatures, unless otherwise agreed upon between the Customer and OpenGov,
and have an estimated end date of nine (8) months after kick-off ("Estimated End Date`).
The End Date will be agreed between Customerand OpenGov during project planning.
2.9. Illustrative Project Timelines
The typical project timelines are for illustrative purposes only and may not reflect your use
cases.
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Fwav�.nmr
2.10. Charges
The Services will be conducted on a Fixed Price basis. This fixed price is exclusive of any
travel and living expenses and other reasonable expenses incurred in connection with the
Services. All charges are exclusive of any applicable taxes.
There is no travel expected in this project. Should travel be requested, Customer shall
reimburse OpenGov for reasonable out-of-pocket expenses OpenGov incurs providing
Professional Services. Reasonable expenses include, but are not limited to, travel, lodging,
and meals. Expenses are billed based on actual costs incurred.
2.11. Offer Expiration Date
This offer will expire on September 30, 2024 unless extended by OpenGov in writing.
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Appendix A: Engagement Charter
A-1: Communication and Escalation Procedure
Active engagement throughout the implementation process is the foundation of a successful
deployment. To help assess progress, address questions, and minimize risk during the course of
deployment both parties agree to the following:
• Regular communication aligned to the agreed upon project plan and timing.
o OpenGov expects our customers to raise questions or concerns as soon as they
arise. OpenGov will do the same, in order to be able to address items when known.
• Executive involvement
o Executives maybe called upon to clarify expectations and/or resolve confusion.
o Executives maybe needed to steer strategic items to maximize the value through
the deployment.
• Escalation Process:
o OpenGov and Customer agree to raise concerns and follow the escalation process,
resource responsibility, and documentation in the event an escalation is needed to
support issues raised
• Identification of an issue impeding deployment progress, outcome or
capturing the value proposition, that is not acceptable.
• Customer or OpenGov Project Manager summarizes the problem statement
and impasse.
• Customer and OpenGov Project Managersjointly will outline solution,
acceptance or schedule Executive review.
• Resolution will be documented and signed off following Executive review.
• phase Sign
-Off
o OpenGov requests sign -offs at various stages during the implementation of the
project. Once the Customer has signed -off, any additional changes requested by
Customer on that stage will require a paid change order for additional hours for
OpenGov to complete the requested changes.
A-2: Change Order Process
This SOW and related efforts are based on the information provided and gathered by OpenGov.
Customers acknowledge that changes to the scope may require additional effort or time,
resulting in additional cost. Any change to scope must be agreed to in writing or email, by both
Customer and OpenGov, and documented as such via a:
• Change Order -Work that is added to or deleted from the original scope of this SOW.
Depending on the magnitude of the change, it may or may not alter the original contract
amount or completion date and be paid for by Customer. Changes might include:
o Timeline for completion
o Sign off process
o Cost of change and Invoice timing
o Amending the SOW to correct an error.
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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.
A-3: Deliverable Materials Acceptance Procedure
Deliverable Materials as defined herein will be reviewed and accepted in accordance with the
following procedure:
• The deliverable material will be submitted to your Project Manager.
• Your Project Manager will have decision authority to approve/reject all project Criteria,
Phase Acceptance and Engagement Acceptance.
• Within five (5) business days of receipt, your Project Manager will either accept the
deliverable Material or provide OpenGov's Project Manager a written list of requested
revisions. If OpenGov receives no response from your Project Manager within five (5)
business days, then the deliverable Material will be deemed accepted. The process will
repeat for the requested revisions until acceptance.
• All acceptance milestones and associated review periods will be tracked on the project
plan.
• Both OpenGov and Customer recognize that failure to complete tasks and respond to open
issues may have a negative impact on the project.
• For any tasks not yet complete, OpenGov and/or Customer will provide sufficient resources
to expedite completion of tasks to prevent negatively impacting the project.
• Any conflict arising from the deliverable Materials Acceptance Procedure will be addressed
as specified in the Escalation Procedure set forth in Appendix A-1: Communication and
Escalation Procedure. As set forth in the'Customer Delays' provision of the Agreement, if
there are extended delays(greater than 10 business days) in Customer's response for
requested information or deliverable; OpenGov may opt to put the project on an "On Hold"
status. After the Customer has fulfilled its obligations, Professional Services can be
resumed and the project will be taken off the "On -Hold" status.
• Putting a project "on Hold` may have several ramifications including, but not restricted, to
the following:
o Professional Services to the customer could be stopped;
o Delay to any agreed timelines; or
c Not having the same Professional Services team assigned.
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Appendix B: Deliverables
B-1: Data Deliverables
Master Address Table (MAT) Integration
• OpenGovwill:
o Provide a template file to be utilized by the Customer to populate MAT information.
o Import the completed template file and validate against the completed template
file.
• Customerwill:
o Populate and validate the MAT template.
SSRI ArcGIS Server Integration
e OpenGov will:
o Integrate with the Customer's ArcGIS public API endpoint.
GIS Flag Integration
e OpenGovwill:
o Provide a template file to be utilized by the Customer to populate GIS Flag
information.
o Import the populated template file after acceptance.
o Enable the GIS Flag Integration.
e Customerwill:
o Populate and validate the flag template file.
Accounting and Finance Export
• OpenGovwill:
o Provide an export of financial data, based on the Customer's provided format, to the
Customer's FTPS as often as nightly.
• Customerwill:
o Agree upon specifications prior to export.
Autofill Integration
• OpenGovwill:
o Provide up to three (3) Autof ills, using source data from OpenGov or provided by the
Customer.
• Customerwill:
o Provide the source data, if applicable.
o Agree upon specifications prior to upload.
State Contractor Integration
e OpenGovwill:
o Integrate with the California licensed professional dataset for use within OpenGov.
Bluebeam Studio Prime Integration
• OpenGovwill:
o Enable Bluebeam Studio Prime integration
o Provide instructions on how to connect Bluebeam Studio Prime.
• Customerwill:
o Provide Bluebeam Studio prime license(s).
o Handle licensing and training with Bluebeam directly.
Single Sign On (SSO) integration
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OpenGov will:
o Provide the SSO enablement form.
o Implement identity provider initiated SSG
Customer will:
o Complete the SSO enablement form.
o Provide the information from the identity provided required to establish SAML or
HTTPS certification and add OpenGov as a new application in the identity provider.
Date Migration
OpenGov will:
• Perform historic data migration from HOL using flat files provided by and mapped by the
customer.
• Setup historical record types, historical data will be migrated prior to the initial data load.
• Provide a report of unmatched locations
• Provide instructions for customer validation of data migration.
Customer will:
• Sign off on data load.
Document Migration
OpenGov will:
• Migrate documents attached to either migrated permits or locations provided through a
Master Address Table (MAT) integration
B-2: Record Type Deliverables
OpenGov will configure the following standard record type drafts of Customer's record types in the
Permitting & Licensing system including Form, Workflow, Output Document and Fees:
Building and Inspectional Services Service Area
Four (4) record types from the following list:
• Residential Building Permit
• Commercial Building Permit
• Mechanical Permit
• Electrical Permit
• Plumbing Permit
• Contractor Registration
Planning and Zoning Service Area
Three (3) record types from the following list:
• Conditional Use Permit
• Major Subdivision Permit
• Minor Subdivision Permit
• Variance Permit
• Special Use Permit
• Temporary Use Permit
Public Works Service Area
Three (3) record types from the following list:
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• Driveway Permit
• Right -of -Way Permit
• Excavation Permit
• Water Connection
Customer will:
• Attend working sessions to validate, review, and iterate upon draft records.
• Test all configured record types
B-3: Training Deliverables
OpenGov will:
Administrator Training
• Provide up to eighteen (18) hours of Permitting & Licensing system administrator training to
enable system administrators on the following topics:
o Setting up the public portal
o Employee app settings
o Creating and editing record types
o Managing Forms
o Editing Documents
o Creating Workf lows
o Setting up Inspections
o Mobileapp
End User Training
• Provide up to eighteen (18) hours of end-user trainings designed for Plan Review,
Inspectors, Finance Staff, etc. to cover the following topics:
o Navigation of the system
o Manage inbox and tasks
o Take payments
o Conduct inspections
o Create records
o Mobile app
Customerwill:
• Identify the relevant participants to attend each training session.
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Appendix C: Technical Requirements
Master Address Table
• All addresses must have a unique ID
• Flat file, .csv, .xis, .xlsx, Axt with headers
• Parcels and address points recommended
• Recommended source data: Esri GIS, Alternative source options include: Assessor's
database, E911
ESRI ArcGIS
• Publicly -accessible secure ESRI REST API URL
ArcGIS Flags
• Polygon Layegs)via ESRI REST API URL, Polylines and points are not supported
Financial and Record Exports
• Required format(columns)and sample document
AutoHNs using Customer source data
• Flat file, .csv, .xls, .xlsx, Axt with headers
BNrebeem Studio Prime
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2029 Statement of work v2.1
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Docusign Envelope ID: D8544987-8FF8-412F-8401-6677FC8CFA9C
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Docusign Envelope ID: D8544987-8FF8-412F-B401-6677FC8CFA9C
EXHIBIT C
INSURANCE REQUIREMENTS
Prior to the beginning of and throughout the duration of the Work, Consultant will maintain
insurance in conformance with the requirements set forth below. Consultant will use
existing coverage to comply with these requirements. If that existing coverage does not
meet the requirements set forth here, Consultant agrees to amend, supplement or
endorse the existing coverage to do so.
Consultant shall provide the following types and amounts of insurance:
Commercial General Liability Insurance: Consultant shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form CG
00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general
aggregate, for bodily injury, personal injury, and property damage. The policy must
include contractual liability that has not been amended. Any endorsement restricting
standard ISO "insured contract" language will not be accepted.
Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including
symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event
to be less than $1,000,000 combined single limit per accident. If CONSULTANT owns no
vehicles, this requirement may be satisfied by a non -owned auto endorsement to the
general liability policy described above. If Consultant or Consultant's employees will use
personal autos in any way on this project, Consultant shall provide evidence of personal
auto liability coverage for each such person.
Workers Compensation on a state -approved policy form providing statutory benefits as
required by law with employer's liability limits no less than $1,000,000 per accident or
disease.
Consultant shall submit to Agency, along with the certificate of insurance, a Waiver of
Subrogation endorsement in favor of Agency, its officers, agents, and employees.
Excess or Umbrella Liability Insurance may be used to meet limit requirements. Consultant
shall obtain and maintain an umbrella or excess liability insurance policy with limits that
will provide bodily injury, personal injury, and property damage liability coverage at least as
broad as the primary coverages set forth above, including commercial general liability,
automobile liability, and employer's liability.
Professional Liability or Technology Errors and Omissions Liability Insurance as
appropriate shall be written on a policy form coverage specifically designed to protect
against acts, errors or omissions of the Consultant and "Covered Professional Services"
as designated in the policy must specifically include work performed under this
agreement. The policy limit shall be no less than $1,000,000 per claim and in the
aggregate. The policy retroactive date shall be on or before the effective date of this
agreement.
Page 15 of 31
Docusign Envelope ID: D8544987-8FF8-412F-8401-6677FC8CFA9C
Requirements not limiting: Requirements of specific coverage features or limits contained
in this Section are not intended as a limitation on coverage, limits or other requirements,
or a waiver of any coverage normally provided by any insurance. Specific reference to a
given coverage feature is for purposes of clarification only as it pertains to a given issue
and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type.
Insurance procured pursuant to these requirements shall be written by insurers that are
admitted carriers in the state of California and with an A.M. Bests rating of A- or better
and a minimum financial size Vll.
General conditions pertaining to provision of insurance coverage by Consultant.
Consultant and City agree to the following with respect to insurance provided by
Consultant:
Consultant agrees to have its insurer endorse the third -party general liability
coverage required herein to include as additional insureds City, its officials,
employees, and agents, using standard ISO endorsement No. CG 2010 or similar
equivalent. Consultant also agrees to require all contractors and subcontractors to
do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall
prohibit Consultant, or Contractor's employees, or agents, from waiving the right
of subrogation prior to a loss. Consultant agrees to waive subrogation rights
against City regardless of the applicability of any insurance proceeds, with the
exception of Technology Errors and Omissions Liability, and to require all contractors and
subcontractors to do likewise.
3. None of the coverages required herein will be in compliance with these
requirements if they include any limiting endorsement of any kind that has not been
first submitted to City and approved of in writing.
4. No liability policy shall contain any provision or definition that would serve to
eliminate so-called "third party action over claims, including any exclusion for
bodily injury to an employee of the insured or of any contractor or subcontractor.
Consultant shall not make any reductions in scope of coverage (e.g. elimination of
contractual liability or reduction of discovery period) that may affect City's
protection without City's prior written consent.
6. Proof of compliance with these insurance requirements, consisting of certificates
of insurance evidencing all of the coverages required and an additional insured
endorsement to Consultant's general liability policy, shall be delivered to City at or
prior to the execution of this Agreement.
7. Consultant agrees to oblige its insurance agent or broker and insurers to provide the
Agency with a thirty (30) day notice of cancellation (except for nonpayment for which a
ten (10) day notice is required) or nonrenewal of coverage for each required coverage.
If any of the Consultant's insurers are unwilling to provide such notice, then Consultant
Page 16 of 31
Docusign Envelope ID: D8544987-8FF8-412F-B401-6677FC8CFA9C
shall have the responsibility
Consultant's failure to renew
cancellation or non -renewal.
of notifying the Agency immediately in the event of
any of the required insurance coverages, or insurer's
It is acknowledged by the parties of this agreement that all insurance coverage
required to be provided by Consultant or any subcontractor, is intended to apply
first and on a primary, noncontributing basis in relation to any other insurance or
self-insurance available to City.
9. Consultant agrees to ensure that subcontractors, and any other party involved with
the project who is brought onto or involved in the project by Consultant, provide
the same minimum insurance coverage required of Consultant. Consultant agrees
to monitor and review all such coverage and assumes all responsibility for ensuring
that such coverage is provided in conformity with the requirements of this section.
10. For purposes of applying insurance coverage only, this Agreement will be deemed
to have been executed immediately upon any party hereto taking any steps that
can be deemed to be in furtherance of or towards performance of this Agreement.
11. Consultant acknowledges and agrees that any actual or alleged failure on the part
of City to inform Consultant of non-compliance with any insurance requirement in
no way imposes any additional obligations on City nor does it waive any rights
hereunder in this or any other regard.
12. Consultant will renew the required coverage annually as long as City, or its
employees or agents face an exposure from operations of any type pursuant to
this agreement.
13. Consultant shall provide proof that policies of insurance required herein expiring
during the term of this Agreement have been renewed or replaced with other
policies providing at least the same coverage. A certificate of insurance and/or
additional insured endorsement as required in these specifications applicable
to the renewing or new coverage must be provided to City within thirty days of the
expiration of the coverages.
14. The provisions of any workers' compensation or similar act will not limit the
obligations of Consultant under this agreement.
15. Requirements of speck coverage features or limits contained in this section are
not intended as limitations on coverage, limits or other requirements nor as a
waiver of any coverage normally provided by any given policy. Specific reference
to a given coverage feature is for purposes of clarification only as it pertains to a
given issue and is not intended by any party or insured to be limiting or all-inclusive.
16. These insurance requirements are intended to be separate and distinct from any
other provision in this agreement and are intended by the parties here to be
interpreted as such.
Page 17 of 31
Docusign Envelope ID: D8544987-8FF8-412F-6401-6677FC8CFA9C
17. The requirements in this Section supersede all other sections and provisions of
this Agreement to the extent that any other section or provision conflicts with or
impairs the provisions of this Section.
18. Consultant agrees to be responsible for ensuring that no contract used by any party
involved in any way with the project reserves the right to charge City or Consultant
for the cost of additional insurance coverage required by this agreement. Any such
provisions are to be deleted with reference to City. It is not the intent of City to
reimburse any third party for the cost of complying with these requirements. There
shall be no recourse against City for payment of premiums or other amounts with
respect thereto.
19. Consultant agrees to provide immediate notice to City of any claim or loss against
Consultant arising out of the work performed under this agreement. City assumes
no obligation or liability by such notice but has the right (but not the duty) to monitor
the handling of any such claim or claims if they are likely to involve City.
Page 18 of 31