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RES 23-361
RESOLUTION NO. 23-361 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BEAUMONT: WHEREAS, on November 21,2023, the City Council approved Resolution No.23-351, approving the execution of a contract with OpenGov, Inc., of San Jose, California, for the Budgeting and Planning software; and, WHEREAS, an amendment to the resolution is required to change the recipient of payment to Vertosoft of Leesburg, Virginia; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BEAUMONT: THAT the statements and findings set out in the preamble to this resolution are hereby, in all things, approved and adopted; and, THAT Resolution No.23-351, is here by amended to include Vertosoft of Leesburg, Virginia as a payment recipient. The meeting at which this resolution was approved was in all things conducted in strict compliance with the Texas Open Meetings Act, Texas Government Code, Chapter 551. PASSED BY THE CITY COUNCIL of the City of B December, 2023. this the 51h day of Roy West TEXAS TO: City Council FROM: Kenneth R. Williams, City Manager PRE PARE, BY: Angela Wright, Chief Technology Officer MEETING DATE: November 21, 2023 REQUESTED ACTION: Council consider a resolution for the approval of an agreement with OpenGov, Inc. in Sate Jose, CA, for the procurement of the OpenGov Budgeting and Planning software for $120,000. BACKGROUND Enlisting the services of OpenGov for the budgeting solution will grant the public, Council members, and city staff access to periodic (external) and real-time (internal) updates via their transparency platform. This platform includes customizable management dashboards that facilitate the analysis of operational and funding requirements, ultimately enhancing resource planning and allocation. Additionally, the budgeting solution offers the capability to scamlessly integrate Capital Improvement Plans into the budget document, while ensuring precision and minimizing the need for staff revisions by directly integrating with the City's Central Square Financial System. This software enables the City to pursue the Government Finance Officers Association (GFOA) Distinguished Budget Presentation Award and facilitates the transition to zero -based budgeting. It streamlines and eliminates the manual processes currently involved in the budgeting procedure. The agreement is set to span four years, concluding on September 30, 2027, with the annual costs outlined as follows: • Year 1: $120,000 (comprising implementation services) • Year 2: $97,146 • Year 3: $102,003 • Year 4: $107,103 The pricing for this solution was obtained through the State of Texas Department of Information (D1R), which offers cities and political subdivisions the opportunity to procure information technology at volume prices, in accordance with the procurement statutes of the State of Texas. OpenGov End User License Agreement Texas DIR Contract DIR-TSO-4227 This End User License Agreement (this "Agreement") is made between OpenGov, Inc., a Delaware corporation ("OpenGov"), and a party procuring OpenGov's services("Customer") through Vertosoft, LLC, an authorized reseller("Reseller"). This Agreement, which takes effect the date of the last signature below ("Effective Date"), sets forth the terms under which Customer may use OpenGov's hosted software services and receive professional services, subject to DIR Contract 0IR-TSO-4227 ("DIR-TSO-4227"). 1. Definitions 1.1. "Customer Data` means data that is provided by Customer to OpenGov pursuant to this Agreement (for example, by email or through Customer's software systems of record). Customer Data does not include any confidential personally identifiable information. 1.2. "Documentation" means materials produced by OpenGcv that provide information about OpenGov's software products and systems. Customers may access the most up-to-date Documentation on the Customer Resource Center page at opengov.zendesk.com. 1.3. "Intellectual Property Rights" means all intellectual property rights including all past, present, and future rights associated with works of authorship, including exclusive exploitation rights, copyrights, and moral rights, trademark and trade name rights and similar rights, trade secret rights, patent rights, and any other proprietary rights in intellectual property of every kind and nature. 1.4. "Purchase Order" moans the document used between the Reseller and the Customer to purchase specified OpenGov services. 1.5. "Party"(or"Parties") refers to OpenGov and/or Customer. For the avoidance of doubt, Reseller is not a Party to this Agreement. 1.6. "Subscription Term" means the period from the start date of the Software Services specified on the first Purchase Order to the last end date of the Software Services specified on any Purchase Order, 2. Software Services, Support, and Professional Services 2.1. Software Services. Subject to the terms and conditions of this Agreement, OpenGov will use commercially reasonable efforts to provide the commercial off--the--shelf software solutions identified in the applicable Purchase Order ("Software Services"). The Software Services do not include any Work Product as defined in DIR--TSO--4227, Appendix A, Section 5.1.1. 2.2. Support and Service Levels. Customer support is available by email to support@opengov.com or by using the chat messaging functionality of the Openfty End User License Agreement, OIR-TSO-4227 Revised June 1, 2023 Software Services, both of which are available during OpenGov's standard business hours. Customer may report issues any time. However, OpenGov will address issues during business hours. OpenGov will provide support for the Software Services in accordance with the Support and Software Service Levels found at opengov.com/service--sla, as long as Customer is entitled to receive support under the applicable Purchase Order and this Agreement. 2.3. Professional Services. If OpenGov or its authorized independent contractors provides professional services to Customer through Reseller, such as implementation services, then OpenGov will specify the professional services ("Professional Services") in an applicable statement of work ("SOW"). Unless otherwise specified in a SOW, any pre -paid professional services must be utilized within one year from the start of the Subscription Term. 3. Restrictions and Responsibilities 3.1. Restrictions. Customer may not use the Software Services in any man nor or for any purpose other than as expressly permitted by the Agreement and Documentation. In addition, Customer shall not, and shall not permit or enable any third party to: (a) use or access any of the Software Services to build a competitive product or service; (b) modify, disassemble, decompile, reverse engineer or otherwise make any derivative use of the Software Services (except to the extent applicable laws specifically prohibit such restriction); (c) sell, license, rent, lease, assign, distribute, display, host, disclose, outsource, copy or otherwise commercially exploit the Software Services; (d) perform or disclose any benchmarking or performance testing of the Software Services; (e) remove any proprietary notices included with the Software Services; (f) use the Software Services in violation of applicable law; or(g)transfer any confidential personally identifiable information to OpenGov or the Software Services platform. 3.2. Responsibilities. Customer shall be responsible for obtaining and maintaining computers and third party software systems of record (such as Customer's ERP systems) needed to connect to, access or otherwise use the Software Services. Customer also shall be responsible for: (a) ensuring that such equipment is compatible with the Software Services, (b) maintaining the security of such equipment, user accounts, passwords and files, and (c) all uses of Customer user accounts by any party other than OpenGov. 4. Intellectual Property Rights, License Grants, Access to Customer Data 4.1, Software Services. OpenGov 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 OpenGov. Customer may not copy, imitate, or use them, in whole or in part, without OpenGov's prior written consent. Subject to Customer's obligations under this Agreement, OpenGov grants Customer a non-exclusive, OpenGov End User License Agreement, OfR TSO-4227 Revised June 1, 2023 royalty -free license during the Subscription Term to use the Software Services. 4.2. Customer Data. Customer Data and the Intellectual Property Rights therein belong to the Customer. Customer- grants OpenGov and its partners (such as hosting providers) a non --exclusive, royalty -free license to use, store, edit, and reformat the Customer Data for the purpose of providing the Software Services. Customer further agrees that OpenGov and its partners may use aggregated, anonymized Customer Data for purposes of sales, marketing, business development, product enhancement, customer service, and data analysis. Insights gleaned from aggregated, anonymized Customer Data will belong to OpenGov. 4.3. Access to Customer Data. Customer may download the Customer Data from the Software Services at any time during the Subscription Term, excluding during routine software maintenance periods. OpenGov has no obligation to return Customer Data to Customer. 4.4. Deletion of Customer Data. Unless otherwise requested pursuant to this Section 4.4, upon the termination of this Agreement, the Customer Data shall be deleted pursuant to OpenGov's standard data deletion and retention practices. Upon written request, Customer may request deletion of Customer 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. 4.b. Feedback. "Feedback" means suggestions, comments, improvements, ideas, or other feedback or materials regarding the Software Services provided by Customer to OpenGov, including feedback provided through online developer community forums. Customer grants OpenGov a non-exclusive, royalty -free, irrevocable, perpetual, worldwide license to use and incorporate into the Software Services and Documentation Customer's Feedback. OpenGov will exclusively own any improvements or modifications to the Software Services and Documentation based on or derived from any of Customer's Feedback including all Intellectual Property Rights in and to the improvements and modifications. 5. Confidentiality S.I. "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. OpenGov's Confidential Information includes, without limitation, the software underlying the Software Services, and all Documentation. b.2. Confidential Information does not include: (a) data that the Customer has previously released to the public; (b) data that Customer would be required 3 OpenGov End User License Agreement, 0IR-TSO-4227 Revised June t, 2023 to release to the public upon request under applicable federal, state, or local public records laws; (c) Customer Data that Customer requests OpenGov 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. 5.3. Each Party agrees to obtain prior written consent before disclosing any of the other 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. 6. Term and Termination 6.1. Subscription Term. This Agreement commences when the Parties execute this Agreement and continues until the last end date of the Software Services specified on the Purchase Order, unless sooner terminated pursuant to Section 6.3. 6.2. Renewal. This Agreement will renew if Customer enters another Purchase Order for the Software Services and/or additional Professional Services before the end of the Subscription Term. 6.3. Termination. 6.3.1. Termination for Non -Appropriation. Customer may terminate this Agreement for non -appropriation pursuant to DIR-TSO-4227, Appendix A, Section 11.2.1.1. 6.3.2. Termination for Convenience. Customer may terminate this Agreement for convenience pursuant to DIR--TSO -4227, Appendix A, Section 11.2.3. 6.3.3. Termination for Cause. Customer may terminate this Agreement for Cause pursuant to DIR-TSO-4227, Appendix A, Section 11.2.4.2. OpenGov may terminate this Agreement if Customer materially breaches any term of this Agreement and fails to cure such breach within 30 days after receiving written notice by OpenGov. 6.4. Effect of Termination. Upon termination of this Agreement pursuant to Section 6.1, 6.2, or 6.3: (a) Customer shall pay in full for all Software Services and Professional Services performed up to the date of termination or expiration, (b) OpenGov shall stop providing Software Services and 4 OpenGov End User License Agreement, DIR-TSO-4227 Revised June 1, 2023 Professional Services to Customer; 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. See DIR Contract TSO-DIR-4227, Appendix A, Sections 11.2.6—Customer Rights Under Termination, and 11.2.7-Vendor or Order Fulfiller Rights Under Termination. 7. Payment of Fees Fees for Software Services are due at the beginning of each year of the Subscription Term, and Customer must timely pay all applicable fees to Resellerto avoid interruption of the Software Services. Fees for Professional Services are due in advance, unless indicated otherwise in the Purchase Order. 8. Representations and Warranties; Disclaimer 8.1. By OpenGov. 8.1.1. General Warranty. OpenGov represents and warrants that it has all right and authority necessary to enter into and perform this Agreement. 8.1.2. Professional Services Warranty. OpenGov further represents and warrants that the Professional Services, if any, will be performed in a professional and workmanlike manner in accordance with generally prevailing industry standards. For any breach of the Professional Services warranty, Customer's exclusive remedy and OpenGov's entire liability will be the re -performance of the applicable services. If OpenGov is unable to re -perform such work as warranted, Customer will be entitled to recover all fees paid to OpenGov for the deficient work. Customer must give written notice of any claim under this warranty to OpenGov within 90 days of performance of such work to receive such warranty remedies. 8.1.3. Software Services Warranty. OpenGov further represents and warrants that for a period of 90 days after the subscription start date specified in the Purchase Order, the Software Services will perform in all material respects in accordance with the Documentation. The foregoing warranty does not apply to any Software Services that have been used in a manner other than as set forth in the Documentation and authorized under this Agreement. OpenGov does not warrant that the Software Services will be uninterrupted or error --free. Customer must give written notice of any claim under this warranty to OpenGov during the Subscription Term. OpenGov's entire liability for any breach of the foregoing warranty is to repair or replace any nonconforming Software Services so that the affected portion of the Software Services operates as warranted or, if OpenGov is unable to do so, terminate the license for such Software Services and refund the pre -paid, unused portion of the fee for such Software Services to the Reseller. 5 OpenGov Lnd User License Agreement, DIR-TSO-4227 Revised June 1, 2023 8.2, By Customer. Customer represents and warrants that (a) it has all right and authority necessary to enter into and perform this Agreement; and (b) OpenGov's use of the Customer Data pursuant to this Agreement will not infringe, violate or misappropriate the Intellectual Property Rights of any third party. 8.3. Disclaimer. OPENGOV DOES NOT WARRANT THAT THE SOFTWARE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE SERVICES. EXCEPT AS SET FORTH IN THIS SECTION 8, THE SOFTWARE SERVICES ARE PROVIDED "AS IS" AND OPENGOV DISCLAIMS ALL OTHER WARRANTIES, EXPRESS DR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON -INFRINGEMENT. 9. Limitation of Liability 9.1. By Type. NEITHER OPENGOV NOR CUSTOMER, NOR THEIR 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. 9.2. By Amount. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE, CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE FEES PAID FOR THE SOFTWARE SERVICES UNDER THE APPLICABLE PURCHASE ORDER IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY. 9.3. Limitation of Liability Exclusions, The limitations of liability set forth in Sections 9.1 and 9.2 above do not apply to, and each Party accepts liability to the other for: (a)claims based on either Party's intentional breach of its obligations set forth in Section 5 (Confidentiality), (b)claims arising out of fraud or willful misconduct by either Party and (c) either Party's infringement of the other Party's Intellectual Property Rights. 9.4. No Limitation of Liability by Law. Because some jurisdictions do not allow liability or damages to be limited to the extent set forth above, some of the above limitations may not apply to Customer. 10.' Miscellaneous 10.1. Logo Use. Upon Customer's prior written consent, OpenGov shall have the right to use and display Customer's logos and trade names for marketing and 6 GpenGov End User License Agreement, UP TSQ-Q27 Revised June 1, 2023 promotional purposes for OpenGov's website and marketing materials, subject to Customer's trademark usage guidelines provided to OpenGov. 10.2. Notice. Ordinary day-to-day operational communications may be conducted by email, live chat or telephone. However, for notices, including legal notices, required by the Agreement (in sections where the word "notice" appears) the Parties must communicate more formally in a writing sent via LISPS certified mail and via email. OpenGov's addresses for notice are: OpenGov, Inc., 6525 Crown Blvd #41340, San Jose, CA 95160, and legal@opengov.com. 10.3. Anti -corruption. Neither OpenGov nor any of its employees or agents has offered or provided any illegal or improper payment, gift, or transfer of value in connection with this Agreement. The Parties will promptly notify each other if they become aware of any violation of any applicable anti --corruption laws in connection with this Agreement. 10.4. Injunctive Relief. The Parties acknowledge that any breach of the confidentiality provisions or the unauthorized use of a Party's intellectual property may result in serious and irreparable injury to the aggrieved Party for which damages may not adequately compensate the aggrieved Party. The Parties agree, therefore, that, in addition to any other remedy that the aggrieved Party may have, it shall be entitled to seek equitable injunctive relief without being required to post a bond or other surety or to prove either actual damages or that damages would be an inadequate remedy. 10.5. Force Majeure. Neither Party shall be held responsible or liable for any losses arising out of any delay or failure in performance of any part of this Agreement due to any act of god, act of governmental authority, or due to war, riot, labor difficulty, failure of performance by any third -party service, utilities, or equipment provider, or any other cause beyond the reasonable control of the Party delayed or prevented from performing. 10.6. Severability; Waiver. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non -enforcement. 10.7. Survival. The following sections of this Agreement shall survive termination: Section 5. (Confidentiality), Section 7 (Payment of Fees), Section 4.4 (Deletion of Customer Data), Section 8.3 (Warranty Disclaimer), Section 9 (Limitation of Liability)and Section 10 (Miscellaneous). 10.8. Assignment. There are no third -party beneficiaries to this Agreement. Except as set forth in this Section 10.8, neither party may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations to a third party without the other party's written consent, which consent may not 7 OpenGov End User License Agreement, DIR-TSO-4227 Revised June 1, 2023 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 or as allowed by DIR-TSO-4227, Appendix A, Section 4.4(B). Any other attempted assignment shall be void. This Agreement will benefit and bind permitted assigns and successors. 10.9. Independent Contractors, This Agreement does not create an agency, partnership, joint venture, or employment relationship, and neither party has any authority to bind the other. 10.10. Governing Law and Jurisdiction. This Agreement will be governed by the laws of the Customer's jurisdiction, without regard to conflict of laws principles. The parties submit to personal jurisdiction and venue in the courts of the Customer's jurisdiction. 10.11. Complete Agreement. OpenGov has made no other promises or representations to Customer other than those contained in this Agreement and those required by DIR-TSO-4227 .In the event of a conflict, the terms of DIR-TSO-4227 shall prevail. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each Party. Signature page to follow. OpenGov End User License Agreement, DIR-TSO-4227 Revised June 1, 2023 Customer: Signature: IfF1ritT Signatures OpenCov, Inc. Signature: Name: Title: I Title: Date: I [date: 9 OpenGov End User License Agreement, DIR TSO-4227 Revised June 1, 2023 City of Beaumont, TX Creation Date: 11/6/2023 Document Number: PS-05109 Version Number: 1 Created by: Sidney Barnes 2023 statement of Work v1.3 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 4 2.5. OpenGov Responsibilities 5 2.5.1. Activity 1 — Project Management 5 2.5.2. Activity 2 -- Initialization 5 2.5.3. Activity 3 — OpenGov Use Cases 6 2.5.4. Activity 4 — Training 6 2.6. Your Responsibilities 7 2.6.1. Your Project Manager 7 2.7. Completion Criteria 7 2.8. Estimated Schedule 8 2.9. Illustrative Project Timelines 8 2.10. Charges 8 2.11, Offer Expiration Date 9 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 B: Implementation Activities 12 B-1: OpenGov Budgeting & Planning Suite 12 Appendix C: Technical Requirements 20 C-1: OpenGov Budgeting & Planning Suite 20 2023 Statement of Work v1.3 2 1. Overview and Approach 1.1. Agreement This Statement of Work ("SOW") identifies services that OpenGov, Inc. ("OpenGov" or"we") wlII perform for City of Beaumont, TX ("Customer" or "you") pursuant to that order for Professional Services entered into between OpenGov and the Customer ("Order Form")which references the Master Services Agreement or other applicable agreement entered into by the parties (the "Agreement"). • Customer acknowledges and agrees that this Statement of Work is subject to the confidentiality obligations set forth in the Agreement between OpenGov and Customer. • The Deliverables listed in Appendix BB 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. • OpenGev 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 Budgeting & Planning as defined in the OpenGov Responsibilities section of this document. Any additional services or support will be considered out of scope. 2.1. Project Scope Under this project, OpenGov will deliver cloud based Budgeting & Planning 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. 2023 Statement of work 0.3 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, 8:30 am to 6:00 pm local time, Monday through Friday, except holidays. 2.3. Key Assumptions The SOW and OpenGov estimates are based on the following key assumptions. Deviations that arise during the proposed project will be managed through the project Change Order Process (see AppendixA-2), and may result in adjustments to the Project Scope, Estimated Schedule, Charges, and other terms. A. The OpenGov Suites are not customized beyond current capacities based on the latest release of the software. B. Individual software modules are configured based on discussions between OpenGov and Customer. C. OpenGov or its authorized independent contractors provide Professional Services to Customer as described in this SOW as agreed to by the parties. D. Budgeting and Planning Suite i. Customer will provide Budget and Actuals data within two (2) weeks immediately following the kick --off meeting. ii. Customer's Integration is unidirectional from Naviline into OpenGov. The integrated data will be linked to the Customer's OpenGov Chart Of Accounts. iii. Customer has provided the following relevant dates: 1. Budget Kick Off is March 2024; 2, Online Budget Book is due on September2024, iv. OpenGov budget proposal configuration will include: up to fifty (50) department proposals and up to fifty(50) project proposals. v. OpenGov Online Budget Book (OBB) configuration will include: 1. Six (6) Standard OBB templates and up to two (2) reports with report views to use in the OBB. vi. OpenGov best practice is to not exceed tested limits of the product. 2.4. Exclusions • Implementation of any custorn 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. • 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. 2023 Statement of Work v1.3 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 OpenGovwill: A. review the SOW, contract and project plan with Customer's Project Manager and key stakeholders to ensure alignment and agreed upon timelines; B. maintain project communications through your Project Manager; C. establish documentation and procedural standards for deliverable Materials; and D, 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: 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 0. administer the Project Change Control Procedure with your Project Manager. Completion Criteria: This is an on --going activity which will be considered complete at the end of the Services Deliverable Materials: • Weekly status reports • Project plan • Project Charter • Risk, Action, Issues and Decisions Register(RAID) 2.5.2. Activity 2 - Initialization OpenGov will provide the following: A. Customer Entity configuration B. System Administrators creation 2023 Statement of Work v1,3 C. Solution Blueprint creation D. ❑ata Validation strategy confirmation Completion Criteria: This activity will be considered complete when: • Customer Entity is created e System Administrators have access to Customer Entity e 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 OpenGov will provide the following: Budget & Planning Use Cases A. Centralized Operating Budget B, Multi -Year Workforce Planning C. Capital Improvement Planning D. Interactive Online Budget Books Completion Criteria: This activity will be considered complete when: Budget & Planning Use Cases • Chart of Accounts is configured • Operating Budget proposals are configured • Capital Budget proposals are configured • Workforce Plan is configured • Online Budget Book templates are configured • Financial integration is configured • Budget reports are configured Deliverable Materials: • 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 (ten), for class sizes larger than 10 (ten) it may be necessary to have more than one instructor, Completion Criteria: 2023 statement of Work v1.3 ® Administratortraining is provided m End User training is provided Deliverable Materials: ® 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. OponGov's performance is predicated upon the following responsibilities being managed and fulfilled by you. Delays in performance of these responsibilities may result in delay of the completion of the project and will be handled in accordance with Appendix A-1: Communication and Escalation Procedure, 2.6.1, Your Project Manager Prior to the start of this project, you will designate a person called your Project Manager who will be the focal point for OpenGov communications relative to this project and will have the authority to act on behalf of you in all matters regarding this project. Your Project Manager's responsibilities include the following: A. manage your personnel and responsibilities for this project (for example: ensure personnel complete any self -paced training sessions, configuration, validation or user acceptance testing); B. serve as the interface between OpenGov and all your departments participating in the project; C. administer the Project Change Control Procedure with the Project Manager; Q. participate in project status meetings; E. obtain and provide information, data, and decisions within five (6) business days of OpenGov's request unless you and OpenGov agree in writing to a different response time; F. resolve deviations from the estimated schedule, which may be caused by you; G. help resolve project issues and escalate issues within your organization, as necessary; and H. create, with OpenGov's assistance, the project plan for the performance of this SOW which will include the activities, tasks, assignments, milestones and estimates. 2.7. Completion Criteria OpenGov will have fulfilled its obligations under this SOW when any of the following first occurs: 2023 Statement of Work 0.3 A. Open Gov accomplishes the activities set forth in "OpenGov res onsibilities" section and delivers the Materials listed, if any; or B. The End date 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 and have an estimated end date of seven months following project kick off ("End [late") or on other dates mutually agreed to between you and OpenGov. 2.9. Illustrative Project Timelines The typical project timelines are for illustrative purposes only and may not reflect your use cases. Budgeting &Planning Suite illustrative Timeline Month 1 Month 2 Month 3 Month k Month IS Month 8 Month 7 Financial Integration Chart of Accounts Roaratlnu Budoet Budget and Planning Suite Capitat Budget Rnllne Budget Bank Budget End UserTr. GoLlveSuppurt I Hypercare Customer1s responsible for attendirLg the kickoff of each phase, prrwEftg any necessary data for each phase, participating in corking sess?ons during active phases, and signing off ondHiverables at the end of each phase. 2.10. Charges The Services will be conducted on a Fixed Price basis. The fixed price is exclusive of any travel and living expenses and other reasonable expenses incurred in connection with the Services. All charges are exclusive of any applicable taxes. Customer shall reimburse OpenGov for reasonable out--of--pocket expenses OpenGov incurs providing Professional Services. Reasonable expenses include, but are not limited to, travel, lodging, and meals. Expenses are billed based on actual costs incurred. OpenGov shall not exceed the estimated $5,000 in expenses, per trip, without written approval from the Customer. 2023 Statement of Work v1.3 2.11. Offer Expiration Date This offer will expire on December lb, 2023 unless extended by OpenGov in writing. 2023 Statement of Work v1.3 Appendix A: Engagement Charter A-1: Communication and Escalation Procedure Active engagement throughout the implementation process is the foundation of a successful deployment. To help assess progress, address questions, and minimize risk during the course of deployment both parties agree to the following: • Regular communication aligned to the agreed upon project plan and timing. o OpenGov expects our customers to raise questions or concerns as soon as they arise. OpenGov will do the same, in order to be able to address items when known. • Executive involvement o Executives may be called upon to clarify expectations and/or resolve confusion. o Executives may be needed to steer strategic items to maximize the value through the deployment, • Escalation Process: o OpenGov and Customer agree to raise concerns and follow the escalation process, resource responsibility, and documentation in the event an escalation is needed to support issues raised • Identification of an issue impeding deployment progress, outcome or capturing the value proposition, that is not acceptable. • Customer or OpenGov Project Manager summarizes the problem statement and impasse. • Customer and OpenGov Project Managers jointly will outline solution, acceptance or schedule Executive review. • Resolution will be documented and signed off following Executive review. Phase Sign -Off o OpenGev 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: • Chonge 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. 2023 Statement of Work A3 10 o Extension of work as the complexity identified exceeds what was expected by Customer or OpenGov. o Change in type of OpenGov resources to support the SOW. A-3: Deliverable Materials Acceptance Procedure Deliverable Materials as defined herein will be reviewed and accepted in accordance with the following procedure: • The deliverable Material will be submitted to your Project Manager. e Your Project Manager will have decision authority to approve/reject all project Criteria, Phase Acceptance and Engagement Acceptance. a 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. s All acceptance milestones and associated review periods will be tracked on the project plan. o 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. e Any conflict arising from the deliverable Materials Acceptance Procedure will be addressed as specified in the Fscalation Procedure set forth in Appendix A-1, As set forth in the "Customer Delays" provision of the Agreement, if there are extended delays (greater than iO 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. o Putting a project"on Hold" may have several ramifications including, but not restricted, to the following: o Professional Services to the customer could be stopped; o Delay to any agreed timelines; or o Not having the same Professional Services team assigned. 2023 statement of Work 0.3 11 Appendix B: Implementation Activities B-1: OpenGov Budgeting & Planning Suite Instance Creation Budgeting & Planning Suite Description OpenGov Responsibilities Customer. Responsibilities Provisioning OpenGovwlll; Customer will: Reporting & ® OpenGov will provision ® Confirm access to entity and Transparency Customer's OpenGov entity and modules. Platform verify Customer has access to all purchased modules. Technical Project Review Description OpenGov.Responsibilities Customer Responsibilities Technical Project OpenGov will; Customer will: Review ® Provide up to one (f) one -hour ® Identify relevant participants working sessions at the for attendance. beginning of the project to; 6 Confirm deliverables. o Review deliverables ® Gather and provide relevant o Review technical data for the project. requirements o Provide documentation on requirements and processes OpenGov Assumptions: ® Customer will provide relevant data within two (2) weeks immediately following the kick-off meeting. Chart of Accounts Configuration Description OpenGov Responsibilities Customer Responsibilities Chart of Accounts (COA) OpenGov will: Customer will: 2023 Statement of Work A3 12 • Build Customer's COA in CpenGov in accordance with OpenGov technical requirements. • Review configured COA and uploaded data and provide training to Customer on how to: o Manage new codes o Edit COA o Create Masks Integration Configuration • Provide current COA and transactional data. • Validate and provide sign off on COA. • Maintain the COA following configuration. Description OpenGov Responsibilities Customer Responsibilities Financial OpenGov will: Integration • Installation of Agent and Database View Deployment or Sot up a SFTP and Sample File Format. • Integrate the following functionalities: o Actuals and Budget (Revenue and Expenses) • Extract, transform (when required) and load the data • Build Reports for the required functionalities • Validate the historical data and current year data based on the Customer provided summary report. • Schedule the current year data load • Monitor the data load OponGov assumptions: • Integration is unidirectional from the Customer's Naviline into OpenGov. • The data will be linked to the Customer's COA. Customer will: • Provide an IT resource to assist the project team in the initial set-up. • Provide assistance to understand source system specific customizations and configurations when building the data extract. • If OpenGov is unable to access the data per requirements, provide .csv data files via OpenGov SFTP Location. • Any charges for the data from ERP system will be the customer responsibility. • Broker OpenGov's access to Customer's source accounting data if hosted by any third vendor. • Provide a summary export data to validate against. • Validate and provide sign off on the integrated data and reports. • Changes to the underlying data after project closure will be responsibility of the customer to update. • Maintenance of the integration file on an ongoing 2023 Statement of Work v1,3 13 basis is the responsibility of the customer. Operating Budget Configuration Description OpenGov Responsibilities Customer Responsibilities Operating Budget OpenGov will: Customer will: • Configure one(1)Budget e Provide current budget. instance, once Proof of ® Validate Proof of Concept Concept is validated. prior to OpenGov building out • Configure and upload Budget Proposals and Customer's base budget flies Worksheets. into OpenGov budget e Validate and provide signoff instances. on Budget Proposals and • Configure OpenGov Budget Worksheets. Proposals and Worksheets for up to fifty(50) Departments in the base budget file based on the agreed upon structure. • Review configured OpenGov Budget and provide training to Customer on how to: o Create new Proposals and Worksheets o Manage Budgets Operating Budget OpenGov will: Customer will: Community • Configure one (1) standard e Provide logo and branding Feedback Topic budget topic in Community guidelines. Feedback. • Validate and provide signoff ® Review configured OpenGov on the standard budget Topic and provide training to topic. Customer on how to: e Update the standard budget o Create new topics topic with Customer relevant o Manage topics information. o Set Topics to Public and Closed. Operating Budget OpenGov will: Customer will: Story e Configure one (1) standard e Provide logo and branding budget Story template. guidelines. • Review configured OpenGov e Validate and provide signoff Story and provide training to on Operating Budget: Story Customer on how to: template. o Create new Stories ® Update standard budget o Manage Stories Story with Customer relevant © Publish Stories information 2023 Statement of Work 0.3 14 Capital Budget Configuration Description OpenGov Responsibilities Customer Responsibilities Capital Budget OpenGov will: Customer will: • Configure up to one (1) Proofs • Provide current budget. of Concept (POC) ® Validate Proof of Concept • Configure one (1) Budget prior to 0penGov building out instance, once POC is validated proposals and worksheets ® Configure and upload r Validate and provide signoff Customer's base budget files on Budget Proposals. into OpenGov budget instances. • Configure proposals and worksheets for up to fifty (50) Capital Projects in the base budget file based on the agreed upon structure r Review configured OpenGov Budget and provide training to Customer on how to: o Create new Proposals and Worksheets o Manage Budgets Capital Budget OpenGov will: Customer will: Story s Configure one (1) standard e Provide logo and branding capital budget Story template. guidelines. ® Review configured OpenGov e Validate and provide signoff Story and provide training to on Capital Budget Story Customer on how to: template, o Create new Stories a Update standard budget o Manage Stories Story with Customer relevant o Publish Stories information Workforce Planning Configuration Description OpenGov Responsibilities Customer.Responsibilities Workforce OpenGov will: Customer will: Planning ® Provide cost elements based on ® Provide Position calculations Customer's existing personnel and tables. forecast to workforce ® Populate the Position document as per OpenGov's Template and upload the best practices. completed template into OpenGov. 2023 Statement of work 0.3 15 • Review configured OpenGov Workforce Plan and provide training to Customer on how to: o Create Cost Elements o Populate and upload the Position Template Budget and Planning Suite Reporting Configuration Budget and Planning Suite Reporting OpenGov will: • Set up one export and ❑ataset View to enable OpenGov Budget Reports for the Operating and Capital Budget(s). • Configure up three(3) standard reports using the customer's integrated financial data: o Annual o Budget to Actuais o Transactions • Configure up to fourN Operating Budget Reports using OpenGov budget data: o Milestones o Development o Details o Categories* • Configure up to four(4) Capital Budget Reports using OpenGov budget data: o Development o Details o Categories* o Capital Plan • Review configured OpenGov Reports and provide training Customer on how to: o Export Budget Data for use in OpenGov Reports. o Create new Reports o Manage Reports o Share Reports • Validate and provide signoff on the Workforce Plan calculations. o Maintain the Workforce Plan and data once configured, Customerwill: e Validate and provide sign -off of Reports. * Maintain the Reports once configured, • Map OpenGov Budget export to Customer ERP import format. 2023 Statement of work 0.3 16 *Budget Categories report is only available to customers using a zero -based budget. Online Budget Book Configuration Description OpenGov Responsibilities Customer Responsibilities Online Budget OpenGov will: Customer will; Book(OBB) a Based on best practices, build e Provide iogo and branding Templates out the look and feel of six (G) colors to OpenGov. Standard OBB Templates: a Sign off on standard OBB o Home Page Templates. o Generic(multi-use)e Create OBB Reports, Deport o Operating Views, and OBB Stories from o Department standard OBB Templates and o Capital add content including: o Capital Project o Narrative e Provide up to ten (10) one --hour o OpenGov Report working sessions to answer Views Customer questions on OBB o Images Configuration. o Data not in OpenGov e Attend working sessions to get answers on OBB questions. e Make Stories public and Publish OBB. Working Sessions and Trainings Description OpenGov Responsibilities Customer Responsibilities Budgeting & OpenGov will: Customer will: Planning Working e Per the agreed upon Project ® Per the agreed upon Project Sessions Plan, schedule working sessions Plan, attend working sessions with Customer's System to: Administrators to: o Understand o Review configurations; configurations; o Provide training on o Gain training on system system functionality; functionality; o Gain feedback; and o Give feedback; and o Answer questions o Ask questions regarding configured regarding configured system functionality. system functionalit 2023 Statement of Work 0.3 17 Reporting & OpenGov will: Customer will: Transparency ® Provide training to Customer Identify relevant participants Administrator System Administrators on how and attend scheduled Training to: trainings. Budgeting & Workforce Administrator Training Online Budget Book / Budget -in -Brief Administrator Training Virtual Budget End -User Training o Maintain the Chart of Accounts o Upload and manage data for reporting © Create and share Reports, Dashboards, Stories, and Topics. OpenGov will: o Provide training to Customer System Administrators on how to: o Create and manage Budgets o Prepare to set up Text Year's Budget o Create and manage Workforce Plans including Cost Elements and Position Upload Templates o Export Budget Data for use in OpenGov Reports. OpenGov will: ® Provide one (1)60- Minute System Training designed for OBB Administrators on how to- * Use and copy OBB Templates o Add Reports Views to Stories o Add Customer content including: narrative, images, and external data to Stories o Publish Stories o Update and maintain Stories. OpenGov will: Customer will: ® Identify relevant participants and attend scheduled trainings. Customer will: • Identify relevant participants and attend scheduled trainings. Customer will: 2023 Statement of Work v1.3 18 C Provide two (2), 60-Minute training session(s) to Customer's Internal Users on haw to. o Navigate Opengov Budgets and Reports e Identify relevant participants and attend scheduled trainings. 2023 Statement of Work V1.3 19 Appendix C: Technical Requirements C-1: OpenGov Budgeting & Planning Suite Budgeting & Planning Suite Description Technical Requirements Chart of Accounts • Flat file ® csv, .xls, .x[sx with headers ® Active Accounts and Accounts with activity in the years of data being loaded into openCov. Financial Data Files ® Flat file (Transactional • csv, .xis, .xlsx with headers Export) ® 3-5 Years of Data Financial Data Files ® PDF export (Summary Revenue and Expense Export) Current Budget ® Flat file ® .csv, .xls, .xlsx with headers ® operating Budget e Capital Budget Personnel e PDF, Word, csv, .xls, .xlsx with headers Calculations and Tables Logo Image e jpg or.png format Transparent Branding 0 Hex codes guidelines 2023 Statement of Work 03 20 (v4tosoft 1602 Village Market Blvd SE, Suite 320 Leesburg, VA20175 USA Cage Code: 7QV38 UEI Number Y7D5MXRU2839 DUNS# 090431574 Federal Tax ID: 81-3911287 Business Site: Small Business Quote M Q-03835 Expires On: 11/30/2023 Bate: 11/6/2023, 3:22 PM Phone: 571 707-4130 Fax,571-291-4119 Email: sales@vertosoft.coni Vertosoft Contaet: Carly Moore Phone: (540) 998-8361 Entail: carly.tnoore@vertosoft.eom ®penGov'cote for City of Beaumont, TX Ship To City of Beaumont, TX Angie Wright AtAgela,Wriglit@beatitiiotittexas.gov Contract: DIR-TSO-4227 Quote For: Narne: Jamie Nelson Company: City of Beaumont, TX Email: jatnie.nelson@lneauniotrttexas.gov Phone: PAYMENT TERMS DELIVERY METHOD PAYMENT METHOD VERTOSOFT OUST ID SUPPLIER REF # Net 30 Electronic Check/ACH/Credit Card Overall POP Start Date: 12/l/2023 Overall POP End Date: 9/30/2027 12/01 /2023-09/30/2024 PART # DESCRIPTION Q'FY UNIT PRICE EXTENDED OPGV-GABS-B200300M-RR-3Y Budgeting & Planning - Between $200-300 Million - 3Y 1.00 $77,100.00 $77,100,00 OPGV-GGBP-B200300M-NR-OY Professional Services Deployment - Prepaid-13mveen $200-300 Million - OY 220.00 $195.00 $42,900.00 12/01/2023-0913012024 TOTAI,: $120,000.00 Page 1 of 2 10/0112024 -0 9 /30 / 202 5 PART # DESCRIPTION QTY UNIT PRICE EXTENDED OPGV-GABS-B200300M-RR-3Y Budgeting & Planning - Between $200-300 Million - 3Y 1.00 $97,146.00 $97,146.00 10101/2024-09/30/2025TOTAL: $97,146.00 1010112025-09/30/2026 PART # DESCRIPTION QTY UNIT PRICE EXTENDED OPGV-GABS-B200300M-RR-3Y Budgeting & Planning - Between $200-300 Million - 3Y 1.00 $102,003.00 $102,003.00 10/01/2025-09/30/2026 TOTAL: $102,003.00 10/0112026-09/30/2027 PART # DESCRIPTION QTY UNIT PRICE EXTENDED OPGV-GABS-B200300M-RR-3Y Budgeting & Planning - Between $200-300 Million - 3Y 1.00 $107,103.00 $107,103.00 10101/2026-0913012027 TOTAL: $10?,103.00 TOTAL: $120,000.00 Quote Terms By purchasing the products and services described in this order form, the Customer is expressly agreeing to the End User Agreement published at https://wwuw.vertosoft.coniiteflns-and-cotiditions-opengov Taxes: Sales tax shall be added at the time of an invoice, unless a copy of a valid tax exemption or resale certificate is provided. Credit Card Orders: Additional fees may apply if paying by credit card. All Purchase Orders must include: End User Name, Phone Number, Email Address, Purchase Order Number, Government Contract Number or Our Quote Number, Bill -To and Ship -To Address (Catniot ship to a PO Box), Period of Performance (if applicable), and a Signature of a duly Authorized Representative. Page 2 of 2