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CM Open Town Hall 2018 Amendment 1DocuSign Envelope ID: 614FDE59-79984902-BOBE-65124113D749 OPENGOV, INC. AMENDMENT 1 TO OPENGOV, INC. SOFTWARE AGREEMENT Amendment 1 to the OpenGov, Inc. Software Agreement with The City of San Rafael, CA This Amendment 1 ("Amendment 1") dated 6/19/2018 ("Amendment 1 Effective Date"), to that OpenGov, Inc. Software Agreement between the parties dated February 1, 2018 ("Agreement') is made by and between OpenGov, Inc. a Delaware Corporation ("OpenGov") and City of San Rafael, CA ("Customer"). 1. Definitions. The definitions of certain terms used in this Amendment with initial capitalized letters, if not defined herein, shall have the definitions set forth in the Agreement. 2. Product: Delete the following fee schedule: Product Effective Date End.. OpenGov Reporting & Analysis and Budget Builder 2/1/2018 1/31/2019 $18,500.00 $18,500.00 CREDIT for Prepaid Unused Fees for OpenGov Reporting & 2/1/2018 9/24/2018 $29,166.67 -$15,194.52 Analysis and Budget Builder Services from 2/1/2018 through 2/1/2018 9/24/2018 $0.00 -$15,194.52 9/24/2018 at $23,500.00 Annual Rate 1 7/1/2018 1/31/2019** 1 $0.00 $3,000.00 OpenGov Performance Measures 2/1/2018 1/31/2019 $16,000.00 1 $16,000.00 Annual Fee $34,500.00 Grand Total $19,305.48 Billing Frequency Annual and replace it with the following table: Annual Fee $37,500.00 Grand Total $22,305.48* Billing Frequency Annual *Note: Customer has already paid OpenGov $19,305.48 **The Open Town Hall Pilot shall terminate on 113112019 and shall not be subject to auto -renewal. (1) Customer shall pay OpenGov a fee of $3,000.00 for OpenGov Open Town Hall for the period from July 1, 2018 until January 31, 2019, on July 1, 2018. 3. Legal Effect. The modifications set forth in this Amendment 1 are effective as of the date first written above. Except as expressly amended or modified by the terms of this Amendment 1, all other terms of the Agreement shall remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment 1 to be executed by their duly authorized representatives as of the date and year first written above. 1. � 's ii i � r.i'• Product OpenGov Reporting & Analysis and Budget Builder Effective Date 2/1/2018 End.. 1/31/2019 $18,500.00 $18,500.00* CREDIT for Prepaid Unused Fees for OpenGov Reporting & Analysis and Budget Builder Services from 2/1/2018 through 9/24/2018 at $23,500.00 Annual Rate 2/1/2018 9/24/2018 $29,166.67 -$15,194.52 OpenGov Performance Measures 1 2/1/2018 1/31/2019 $16,000.00 $16,000.00* OpenGov Open Town Hall (Pilot)** 1 7/1/2018 1/31/2019** 1 $0.00 $3,000.00 Annual Fee $37,500.00 Grand Total $22,305.48* Billing Frequency Annual *Note: Customer has already paid OpenGov $19,305.48 **The Open Town Hall Pilot shall terminate on 113112019 and shall not be subject to auto -renewal. (1) Customer shall pay OpenGov a fee of $3,000.00 for OpenGov Open Town Hall for the period from July 1, 2018 until January 31, 2019, on July 1, 2018. 3. Legal Effect. The modifications set forth in this Amendment 1 are effective as of the date first written above. Except as expressly amended or modified by the terms of this Amendment 1, all other terms of the Agreement shall remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment 1 to be executed by their duly authorized representatives as of the date and year first written above. 1. � 's ii i � r.i'• DocuSign Envelope ID: 614FDE59-799B-4902-BOBE-65124113D749 OPENGOV, INC. AMENDMENT 1 TO OPENGOV, INC. SOFTWARE AGREEMENT Customer: City of San Raf , C OpenGov, Inc. DocuSigned by: Signature Signature �&AZ ��&�ascaos Name Schutz Name Title -Ci tsy Manager Title VP, Finance �f _....... _. Date `—zo— 17 Date 6/19/2018 (D OPENGOV Statement of Work San Rafael, CA OpenGov Cloud Implementation SOW Effective Date 6/4/2018 Created By Santana Shorty CONFIDENTIAL OpenGov - Statement of Work Page 1 QOPENGOV 1. Objective 1.1. Summary This Statement of Work ("SOW") identifies services that OpenGov, Inc. ("OpenGov") will perform for San Rafael, CA("Customer"). This SOW is subject to, and hereby incorporates by reference, the terms and conditions contained in the Software Subscription Agreement {the "Agreement") to which it is attached between Customer and OpenGov. OpenGov will enable and support the Customer to deliver on the Scope of Work outlined below. The objective of this Statement of Work (SOW) is to define the scope, activities, roles and responsibilities, and timeline necessary to successfully execute this deployment project. This project aims to implement the OpenGov Cloud for the Customer to enable effective and accountable governing. This SOW defines the scope and deliverables for a successful implementation of a pilot for OpenGov's Open Town Hall. 2. Scope 2.1. Project Scope The project scope includes the following services and deliverables. Any items not specifically included in scope will be considered out of scope. OpenGov will provide Professional Services to implement a pilot for OpenGov's Open Town Hall. 2.2. Deliverables Product Setup • Setup of 8 topics pertaining to the following subject areas:: o Water o Waste o Energy o Mobility o Environment o Economy and Social Equity o General Questions and Big Ideas o Public Comment on Draft Plan (to be added around September or October, based on the Customer's discretion) OpenGov - Statement of Work Page 2 (E)OPENGOV Training • Product orientation • Forum theming • Self Service promotional resources (sample press release, tips & tricks) • Assistance with first topic launch 2.3. Assumptions • This engagement is a pilot project between OpenGov and the Customer. • The implementation of this pilot will be contained to the Sustainability department at San Rafael. • The project will be referred to as the, "Climate Change Action Plan (CCAP) 2030." 3. Schedule OpenGov will schedule resources for this project upon signature of the OpenGov addendum in June, 2018. 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 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 the deliverables provided by Customer. Below is a tentative timeline, to be detailed further upon the project's kick off: • June: Launch June -August: Several in-person and online engagement activities by City staff to answer questions (pop -ups, formal workshops, NextDoor, email, and SM invitations, etc.) • August: City Council Study Session • September -October: 45 day public comment period November/December: Project end 4. Project Organization 4.1. Project Team OpenGov OpenGov will assign a Project Manager (the "OpenGov Project Manager") upon execution of the SOW. The OpenGov Project Manager will coordinate any additional resources needed from OpenGov. OpenGov - Statement of Work Page 3 Q OPENGOV Customer Customer will assign a project manager (the "Customer Project Manager") and technical resource prior to project kick-off. The Customer- Project Manager will be the primary contact person at Customer and will coordinate all Customer resources needed to complete the project. It is anticipated that there areas of need will be in Finance, Data Gathering, and the IT department. 4.2. Project Responsibilities The project responsibilities for each organization are outlined below: OpenGov 1. Manage delivery of in -scope items in coordination with Customer. 2. Make available deliverables to Customer project team for review and verification. 3. Provide relevant technical details and documentation for data requirements for Customer's environment. 4. Keep Customer Project Manager informed of project progress and communicate any issues relating to the project in a timely manner. 5. Establish documentation and procedural standards for the project. 6. Review and administer project change control, as described in Section 5, Change Control Procedures. 7. Ensure that all meetings and training sessions are attended by OpenGov personnel, as scheduled. Customer 1. Make available a representative to serve as the primary contact for OpenGov Project Manager to coordinate project activities. 2. Make available appropriate representatives with the authority to review and approve deliverables produced during the project. 3. Make available appropriate Subject Matter Experts (SME) to support the project needs, test integrations and provide Customer environment specific technical details. 4. Setup firewall rules to allow incoming requests from OpenGov's proxy over HTTP/HTTPS to Customer systems. 5. Communicate any issues relating to the project to OpenGov Project Manager in a timely manner. 6. Provide acceptance of deliverables and Project in a timely manner. 7. If Integration services are purchased, Customer will be responsible for making any modifications to Financial System (ERP) and make available access for integration to OpenGov software. The Customer will be responsible for ensuring that the versions of Financial System (ERP) running on all environments remain the same across all environments. 8. Customer will be responsible for any infrastructure required to access OpenGov, and will maintain relevant non-OpenGov software licenses and infrastructure needed for this project i.e. accounting system licenses. Please OpenGov - Statement of Work Page 4 0 QPENGOV note, OpenGov software is optimized for Google Chrome. 9. The Customer will be responsible for ensuring that all meetings and training sessions are attended by personnel, as scheduled. 4.3. Implementation Methodology OpenGov uses an iterative methodology, with a focus on rapid implementation of a configured system. This methodology requires a degree of focus from the Customer and collaboration between both parties to complete work products in a timely manner. 1. Initiate Phase a. Key Activities: Discovery, Design Sessions, Solution Document Review b. Key Work Products: Data Inventory, Functional Model Build, Solution Document c. Summary: The Initiate Phase is the first step of the implementation project. The purpose of this phase is to define the success criteria of the project, make design decisions based on the functional model build, and begin gathering data that needs to be loaded into the OpenGov platform. At the end of the Phase, a Solution Document will be created that outlines how the solutions will be implemented. 2. Configure Phase a. Key Activities: Application and Solution Configuration, Data Load b. Key Work Products: Peer Review c. Summary: The Configure Phase consists of application configuration, and solution configuration as defined in the Solution Document. OpenGov will also load the data gathered in the Initiate Phase from the Customer to use for unit testing purposes. The Phase ends with a Peer Review done by an OpenGov Subject Matter Expert to confirm that the solution follows OpenGov best practices. 3. Validate Phase a. Key Activities: User Acceptance Testing, Data Confirmation b. Key Work Products: Test Scripts, Test Acceptance c. Summary: The Validate Phase starts with a review of the entire solution with the Customer project team to confirm that all project elements have been implemented. Once that process has completed, the Customer will execute test scripts and validate that data is being represented accurately OpenGov - Statement of Work Page 5 Q OPENGOV in the solution. If any issues are found, they will be logged and the OpenGov team will assess the issue and resolve as needed. The Phase ends with the Acceptance of test results by the Customer. 4. Deploy Phase a. Key Activities: Administrator Training, Go Live Support, Transition to Customer Success Manager and Technical Support b. Key Work Products: Project Documentation, Project Acceptance c. Summary: The purpose of the Deploy phase is to complete the Admin Training process, provide Go Live Support, and begin Transition activities to close the project. Post Go Live Support is technical assistance with the project team and issue resolution for the solution during the two week period after Go Live. Once this period has passed, the Project team will begin working on transition activities to the Customer, the CSM, and the Customer Technical Support Function. The Project closes upon the acceptance of the project and a brief survey to provide feedback about the experience. 5. Change Control Procedures No amendments, changes or other modifications to this SOW will be effective without a written project change order, in the form attached hereto as Appendix 1 (a "Project Change Order"). The Project Change Order will describe the change, the rationale for the change, and specify any change in the charges, estimated schedule, or other terms. The terms of a mutually agreed upon Project Change Order will prevail over those of this SOW or any previous Project Change Orders. Such Project Change Order may require additional charges, which will be set forth in the Project Change Order. 6. Fees and Expenses 6.1. Fees and Payment Terms All fees and expenses will be paid in accordance with the Order Form to which this SOW is attached. 6.2. Travel Expenses All rates and fees are exclusive of work-related travel, living and other expenses. Customer will be billed for actual expenses as incurred. OpenGov - Statement of Work Page 6 (j)OPENGOV 1. Appendix 1 Project Change Order Customer: Project: Date Requested: Requested by: Reason for Change Scope of Change Project Impact (Schedule and Cost) Approvals OpenGov Customer Signature: Signature: Name: Name: Title: Title: Date: Date: OpenGov - Statement of Work Page 7 RAP 1 a 2 yo C,TYwITH P�`y CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: City Manager Project Manager: Jim Schutz Extension: 3475 Contractor Name: OpenGov, Inc. (Open Town Hall — Climate Change Action Plan 2030) Contractor's Contact: Paul Felton Contact's Email: pfelton@opengov.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor N/A ❑X 6/5/2018 b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org ❑X 2 City Attorney a. Review, revise, and comment on draft agreementPer � and return to Project Manager a, e. W b. Confirm insurance requirements, create Job on N/A Project Manager PINS, send PINS insurance notice to contractor ❑ 3 Forward three (3) originals of final agreement to 6/19/2018 ❑X CB contractor for their signature 4 Project Manager When necessary, * contractor -signed agreement ❑ N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or ❑ Public Works Contract > $125,000 Click here to Date of Council approval enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed (Q/ 4 /g' agreement 7 City Attorney Review and approve insurance in PINS, (for Public Works Contracts) O/es / J 8 City Manager/ Mayor Agreement executed by Council authorized official Attest signatures, retains original agreement and 9 City Clerk forwards copies to Project Manager H -3 - DocuSign Envelope ID1 DF7B852-FAEC•4FDC-A8F4.449B930D6325 OPENGOV, INC. AMENDED AND RESTATED SOFTWARE AGREEMENT OpenGov, Inc. 955 Charter OPENGOV Un ted Sd t is trCA 94063 Contract Effective Date 2/1/2018 Contract End Date 1/31/2019 Contract Term 12 Months Prepared By Title Email Address Customer Name City of Sari Rafael, CA Bill To Name Contact Name Rebecca Woodbury Bill To Address Phone 415-485-3070 Email Address rebecca.woodbury@ciryofsanrafael.org Greg Baiter Account Executive gbaiter@opengov.com City of San Rafael, CA PO Box 151560 San Rafael, CA 94901 United States Solution Effective Date End Date Annual Fee Total OpenGov Reporting & Analysis and Budoet Builder 2/1/2018 1/31/2019 $18,500.00 $18,500.00 CREDIT for Prepaid Unused Fees for OpenGov Reporting vP, Finance 3/8/2018 Date & Analysis and Budget Builder services from 2/1/2018 2/1/2018 9/24/2018 $0.00 -$15194.52 through 9/24/2018 at $23,500.00 Annual Rate OpenGov Performance Measures and Stories 2/1/2018 1/31/2019 $16000.00 $16,000.00 Annual Fee $34,500.00 Billing Frequency Annual Grand Total $19,305.48 This Amended and Restated Software Agreement between City of San Rafael, California (the "Customer") and OpenGov, Inc. ("OpenGov") is effective as of the Contract Effective Date listed above and supersedes in its entirety that certain Software Agreement, dated February 10, 2017, between the parties, This Amended and Restated Software Agreement ("Agreement") is entered into between OpenGov, Inc., with its principal place of business at 955 Charter Street, Redwood City, 94063 (LI OpenGov"), and you, the entity identified above ("Customer"), as of the Effective Date. This Agreement includes and incorporates the OpenGov Terms and Conditions attached as Appendix A. By signing this Agreement, Customer acknowledges that it has reviewed, and agrees to be legally bound by, the OpenGov Terms and Conditions. Each parry's acceptance of this Agreement is conditional upon the other's acceptance of the terms in the Agreement to the exclusion of all other terms. Customer: City of San Rafael, CA Signature Name Schutz Title City Manager Date I—q —1 OpenGov, Inc Oxuftmd by Signature 1 AAA 47�3BSCdnB Name Leo Choi Tale vP, Finance 3/8/2018 Date DocuSign Envelope IDf DF7B852-FAEC-4FDC-A8F4-449B930D6325 OPENGOV: INC. AMENDED AND RESTATED SOFTWARE AGREEMENT FRMS AND CONDITIONS APPENDIX A OpenGov Terms and Conditions 1. SOFTWARE SERVICES 1.1 Subject to the terms and conditions of these OpenGov Terms and Conditions (the "Agreement"), OpenGov will use commercially reasonable efforts to perform the software services (the "Software Services") identified in the applicable Software Agreement entered into by OpenGov and Customer ("Software Agreement"). 1.2 Customer understands that OpenGov's performance depends on Customer timely providing OpenGov with a copy of the Customer's chart of accounts in .csv or .xls format. In addition, Customer agrees to provide OpenGov with five or more years of general ledger data, also in .csv or .xIs format, including budget data for the current year and actual expense and revenue data for past years. Any dates or time periods relevant to OpenGoVs performance will be extended appropriately and equitably to reflect any delays caused by Customer's failure to timely deliver any such materials. OpenGov shall not be liable for any delays in performance under this Agreement resulting from Customer's failure to meet these obligations. 2. RESTRICTIONS AND RESPONSIBILITIES 2.1 This is a contract for access to the Software Services and Customer agrees not to, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Software Services, documentation or data related to the Software Services, except to the extent such a restriction is limited by applicable law; modify, translate, or create derivative works based on the Software Services; or copy, rent, lease, distribute, assign, sell, or otherwise commercially exploit, transfer, or encumber rights to the Software Services; or remove any proprietary notices. 2.2 Customer will use the Software Services only in compliance with all applicable laws and regulations (including, but not limited to, any export restrictions). 2.3 Customer shall be responsible for obtaining and maintaining any equipment and other services needed to connect to, access or otherwise use the Software Services and Customer shall also 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) for all uses of Customer user accounts with or without Customer's knowledge or consent. 3. OWNERSHIP. OpenGov retains all right, title, and interest in the Software Services and 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) therein. 4. CONFIDENTIALITY. Each party (the "Receiving Party") agrees not to disclose (except as permitted herein) any Confidential Information of the other party (the "Disclosing Party") without the Disclosing Party's prior written consent. "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 relating to the Software Services. "Confidential Information" does not include 'Public Data," which is data that the Customer has previously released or would be required to release according to applicable federal, state, or local public records laws. The Receiving Party agrees: (i) to use and disclose the Confidential Information only in connection with this Agreement; and (ii) 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 foregoing, Confidential Information does not include information that: (i) has become publicly known through no. breach by the receiving party; (ii) was rightfully received by the receiving party from a third party without restriction on use or disclosure; or (iii) is independently developed by the Receiving Party without access to such Confidential Information. Notwithstanding the above, the Receiving Party may disclose Confidential Information to the extent required by law or court order, provided that prior written notice of such required disclosure and an opportunity to oppose or limit disclosure is given to the Disclosing Party. 5. DATA LICENSE. Customer grants OpenGov a non-exclusive, transferable, perpetual, worldwide, and royalty -free license to use any data or information submitted by Customer to OpenGov for the development of new software or the provision of the Software Services. 6. PAYMENT OF FEES. The fees for the Software Services ("Fees") are set forth in in the Order Details "Solution" on page 1 of this Agreement. Customer shall pay all Fees within thirty (30) days after the date of OpenGov's invoice, which shall be billed as of the Effective Date. 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 DocuSign Envelope ID: 1DF7BB52-FAEC-4FDC-A8F4.449B930D6325 OPENGOV. INC. AMENDED AND RESTATED SOFTWARE AGREEMENT 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. TERM & TERMINATION 7.1 Subject to compliance with all terms and conditions, the term of this Agreement shall he from the Contract Effective Date and shall continue until the Contract End Date specified on page one (1) of the Agreement (the "Initial Term"). The Customer will be billed according to the Billing Frequency as specified above. Unless either party declines to renew in writing no less than thirty (30) days before the Contract End Date, this Agreement shall renew for another period of the same duration as the Initial Term. The Customer will be billed on an annual basis for each twelve (12) month term. 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 immediately upon notice. 7.2 Upon termination, Customer will pay in full for all Software Services performed up to and including the effective date of termination. Upon any termination of this Agreement: (a) all Software Services provided to Customer hereunder shall immediately terminate; and (b) each party shall return to the other party or, at the other party's option, destroy all Confidential Information of the other party in its possession. 7,3 All sections of this Agreement which by their nature should survive termination will survive termination, includ-ng, without limitation, accrued dghts to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. WARRANTY AND DISCLAIMER 8.1 OpenGov represents and warrants that: (i) it has all right and authority necessary to enter into and perform this Agreement; and (ii) the Software Services shall be performed in a professional and workmanlike manner in accordance with generally prevailing industry standards. 8.2 Customer represents and warrants that (i) it has all right and authority necessary to enter into and perform this Agreement; (ii) it owns all right, title. and interest in and to all data provided to OpenGov for use in and in connection with this Agreement, or possesses the necessary authorization thereto; (iii) OpenGov's use of such materials in connection with the Software Services will not violate the rights of any third party and (iv) it will not transfer any Personally Identifiable Information ("PII") to the Software Services platform. B.3 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 MAYBE 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 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. NEITHER PARTY, NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES, SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR RELATED TERMS AND CONDITIONS UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY- (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; OR (C) FOR ANY MATTER BEYOND SUCH PARTY'S REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. 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. 10. MISCELLANEOUS. Capitalized terms not otherwise defined in these Terms and Conditions have the meaning set forth in the applicable Software Agreement. 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. 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 (as provided to OpenGov). 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. This Agreement is not assignable or transferable by either party without the other party's prior written consent, provided however that either parry may assign this Agreement to a successor to all or substantially all of its business or assets. This Agreement (including the Software 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, and that all waivers and modifications must be in a writing signed by both parties. 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. In any action or proceeding DocuSign Envelope ID: 1 DF7B852-FAEC-4FDC-ABF4-449B930D6325 OPENGOV, INC. AMENDED AND RESTATED SOFTWARE AGREEMENT to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. APPENDIX B OpenGov Service Level Metrics 1. SCHEDULED DOWNTIME. When needed, OpenGov will schedule downtime for routine maintenance or system upgrades ("Scheduled Downtime") for its Services. OpenGov shall exercise commercially reasonable efforts to schedule Scheduled Downtime outside of peak traffic periods. OpenGov will notify Customer's designated contact at least twenty-four (24) hours prior to the occurrence of Scheduled Downtime. 2. SYSTEMS ACCESSIBILITY WARRANTY. The Services will be accessible 99.9% of the time, 7 days of the week, and 24 hours per day, as calculated over a calendar month ("Systems Accessibility Warranty"). Such System Accessibility Warranty shall not apply to, and OpenGov will not be responsible for, any inaccessibility which: 1) results from Scheduled Downtime, including a maintenance period every Tuesday from 6:00pm Pacific Time to 11:00pm Pacific Time; 2) results from a failure of equipment, software or services not under the direct control of OpenGov; 3) results from the failure of communication or telephone access service or other outside service or equipment not the fault of OpenGov; 4) is caused by a third party not under OpenGov' control; or 5) is a result of causes beyond the reasonable control of OpenGov, including any force majeure event. To the extent solely under OpenGov' control, OpenGov shall be responsible for monitoring and maintaining adequate controls over Customer Data transmissions and storage. OpenGov shall be solely responsible for setting applicable data processing and transmission parameters. APPENDIX C OpenGov Support Services 1. Support. Customer support is available via email 12 hours per day, Monday through Friday, excluding OpenGoV corporate designated holidays. See below for a list of holidays observed by OpenGuv. Problems may be reported any time, however, OpenGov will not be obligated to assign work after business hours (9 a.m. to 5 p.m. Pacific Time). 2. Liaisons. On or before the Activation Date, Customer and OpenGov shall each designate a liaison as a respective point of contact for technical issues. Each parry may change such liaison upon written notice from time to time at reasonable intervals. OpenGov will not be obligated to provide support to any person other than the Customer's designated liaison. 3. Holidays. OpenGov observes the following holidays: New Year's Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Day after Thanksgiving Day, Christmas Eve Day. Christmas Day, and New Year's Eve. OPENGOV, INC. SOFTWARE AGREEMENT Effective Date: Software Services: 925/2015 BILLING CONTACT (if Different) OpenGov Platform: A proprietary web application that visualizes the customer's general ledger, chart of accounts, current year spending, and balance sheet, making multiple years of financial data accessible to citizens and staff through an online portal. The customer will receive access to OpenGov's Annual Budget View, Current Year View, Balance Sheet View, and Transactions View. Fees: In consideration of Customer using the Services Identified above, Customer shall pay OpenGov, Inc. a fee of $14,000, billed annually In advance for the period of the agreement, commencing on the Effective Date. Above price includes a one- time implementation fee of $3,000. Standard pricing after year one will be $11,000. Welcome to OpenGovl Thanks for using our software. This Software Agreement ("Agreement) is entered into between OpenGov, Inc., with its principal place of business at 955 Charter Street, Redwood City, 94063 ("OpenGov"), and you, the entity identified above ("Customer"), as of the Effective Date. This Agreement Includes and incorporates the OpenGov Terms and Conditions attached as Appendix A. By signing this Agreement, Customer acknowledges that it has reviewed, and agrees to be legally bound by, the OpenGov Terms and Conditions. Each party's acceptance of this Agreement Is conditional upon the other's acceptance of the terms in the Agreement to the exclusion of all other terms. Customer OpenGov Inc. Signature: Printed Name: Title: Date: — V-- Signature: Printed Name: /vie, (—W; -re Title: co — t=o vndt r Date: 9/2S/1(S M1, or r ORGANIZATION CONTACT Customer Name: City of San Rafael, CA Contact Name: Danielle Ferrigno Address: 1400 5' Ave San Rafael, CA 94901 Telephone: 415-585-3138 Email: danielle.ferrigno®cityofsanrafael.org Effective Date: Software Services: 925/2015 BILLING CONTACT (if Different) OpenGov Platform: A proprietary web application that visualizes the customer's general ledger, chart of accounts, current year spending, and balance sheet, making multiple years of financial data accessible to citizens and staff through an online portal. The customer will receive access to OpenGov's Annual Budget View, Current Year View, Balance Sheet View, and Transactions View. Fees: In consideration of Customer using the Services Identified above, Customer shall pay OpenGov, Inc. a fee of $14,000, billed annually In advance for the period of the agreement, commencing on the Effective Date. Above price includes a one- time implementation fee of $3,000. Standard pricing after year one will be $11,000. Welcome to OpenGovl Thanks for using our software. This Software Agreement ("Agreement) is entered into between OpenGov, Inc., with its principal place of business at 955 Charter Street, Redwood City, 94063 ("OpenGov"), and you, the entity identified above ("Customer"), as of the Effective Date. This Agreement Includes and incorporates the OpenGov Terms and Conditions attached as Appendix A. By signing this Agreement, Customer acknowledges that it has reviewed, and agrees to be legally bound by, the OpenGov Terms and Conditions. Each party's acceptance of this Agreement Is conditional upon the other's acceptance of the terms in the Agreement to the exclusion of all other terms. Customer OpenGov Inc. Signature: Printed Name: Title: Date: — V-- Signature: Printed Name: /vie, (—W; -re Title: co — t=o vndt r Date: 9/2S/1(S M1, or r Appendix A OpenGov Terms and Conditions 1. SOFTWARE SERVICES t.i Subject to the terms and conditions of these OpenGov Terms and Conditions (the 'Agreement), OpenGov will use commercially reasonable efforts to perform the software services (the "Software Services") identified in the applicable Software Agreement entered Into by OpenGov and Customer ('Software Agreement") 1.2 Customer understands that OpenGov's performance depends on Customer timely providing OpenGov with a copy of the Customer's chart of accounts in .csv or .xis format. In addition, Customer agrees to provide OpenGov with five or more years of general ledger data, also in .csv or As format, including budget data for the current year and actual expense and revenue data for past years. Any dates or time periods relevant to OpenGov s performance will be extended appropriately and equitably to reflect any delays caused by Customer's failure to timely deliver any such materials. OpenGov shall not be liable for any delays in performance under this Agreement resulting from Customer's failure to meet these obligations 2. RESTRICTIONS AND RESPONSIBILITIES 2.1 This is a contract for access to the Software Services and Customer agrees not to, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, Ideas, or algorithms of the Software Services, documentation or data related to the Software Services, except to the extent such a restriction is limited by applicable law; modify, translate, or create derivative works based on the Software Services; or copy, rent, lease, distribute, assign, sell, or otherwise commercially exploit, transfer, or encumber rights to the Software Services; or remove any proprietary notices. 2.2 Customer will use the Software Services only in compliance with all applicable laws and regulations (including, but not limited to, any export restrictions). 2.3 Customer shall be responsible for obtaining and maintaining any equipment and other services needed to connect to, access or otherwise use the Software Services and Customer shall also 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) for all uses of Customer user accounts with or without Customer's knowledge or consent. 3. OWNERSHIP. OpenGov retains all right, title, and interest in the Software Services and 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) therein 4. CONFIDENTIALITY. Each party (the "Receiving Party") agrees not to disclose (except as permitted herein) any Confidential Information of the other party (the "Disclosing Party') without the Disclosing Party's prior written consent. "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 relating to the Software Services. "Confidential Information" does not include "Public Data," which is data that the Customer has previously released or would be required to release according to applicable federal, state or local public records laws. The Receiving Party agrees: (i) to use and disclose the Confidential Information only in connection with this Agreement; and (ii) 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 foregoing, Confidential Information does not include information that: (i) has become publicly known through no breach by the receiving party, (ii) was rightfully received by the receiving party from a third party without restriction on use or disclosure; or (iii) is independently developed by the Receiving Party without access to such Confidential Information. 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. S. DATA LICENSE. Customer grants OpenGav a non-exclusive, transferable, perpetual, worldwide, and royalty -free license to use any data or information submitted by Customer to OpenGov for the development of new software or the provision of the Software Services. 6. PAYMENT OF FEES. The fees for the Software Services ("Fees') are set forth in the applicable Software Agreement. Customer shall pay all Fees within thirty (30) days after the date of OpenGov's invoice (which OpenGov typically sends 45 days after the Effective Date). 7. TERM & TERMINATION 7.1 Subject to compliance with all terms and conditions, the intial term of this Agreement shall be from the Effective Date and shall continue for a period of two twelve (12) month terms With Customer's advance written notice, this Agreement shall renew at the same price for one (1) additional twelve (12) month term The customer will be billed on an annual basis for each twelve (12) month tern. 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 immediately upon notice. 7.2 Upon termination, Customer will pay in full for all Software Services performed up to and including the effective dale of termination. Upon any termination of this Agreement (a) all Software Services provided to Customer hereunder shall immediately terminate; and (b) each party shall return to the other party or, at the other party's option, destroy all Confidential Information of the other party in its possession. 7.3 All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. 8. WARRANTY AND DISCLAIMER 8.1 OpenGov represents and warrants that: (i) it has all right and authority necessary to enter into and perform this Agreement, and (ii) the Software Services shall be performed in a professional and workmanlike manner in accordance with generally prevailing industry standards. 8.2 Customer represents and warrants that (i) it has all right and authority necessary to enter into and perform this Agreement; (ii) it owns all right, title, and interest in and to all data provided to OpenGov for use in and in connection with this Agreement, or possesses the necessary authorization thereto; and (iii) OpenGov's use of such materials in connection with the Software Services will not violate the rights of any third party. 8.3 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 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. NEITHER PARTY, NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES, SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR RELATED TERMS AND CONDITIONS UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; OR (C) FOR ANY MATTER BEYOND SUCH PARTY'S REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. 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. 10. MISCELLANEOUS. Capitalized terms not otherwise defined in these Terms and Conditions have the meaning set forth in the applicable Software Agreement. 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. 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 (as provided to OpenGov). 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. This Agreement is not assignable or transferable by either party without the other party's prior written consent, provided however that either party may assign this Agreement to a successor to all or substantially all of its business or assets. This Agreement (including the Software 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, and that all waivers and modifications must be in a writing signed by both parties. 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. in any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered, when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mall, return receipt requested. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions.