HomeMy WebLinkAbout05 AUTHORIZATION TO ENTER INTO A THREE-YEAR AGREEMENT WITH OPENGOV FOR BUDGETING AND WORKFORCE PLANNDocusign Envelope ID: 986AA054-0725-4395-8229-B3E25F62944C
MEETING DATE
TO
FROM
Agenda Item
AGENDA REPORT Reviewed:
City Manager
Finance Director
NOVEMBER 19, 2024
ALDO E. SCHINDLER, CITY MANAGER
JENNIFER KING, FINANCE DIRECTOR/CITY TREASURER
SUBJECT: AUTHORIZATION TO ENTER INTO A THREE-YEAR AGREEMENT
WITH OPENGOV FOR THE IMPLEMENTATION AND USAGE OF
THE BUDGETING AND WORKFORCE PLANNING SUITE
SUMMARY:
Staff is requesting City Council's authorization to enter into a three-year agreement with
OpenGov for the implementation and usage of their Budgeting and Workforce Planning
suite. This recommendation follows the successful introduction of the City's first digital
budget book during the Fiscal Year 2023-2025 Biennial Budget cycle, which improved
accessibility and transparency of the budget data. However, the current platform still lacks
comprehensive functionality. Implementation of the new solution will continue to modernize
the budget process by adopting a platform capable of real-time reporting, personnel cost
projections, multiple budget scenario management, and enhancing public transparency.
IV *1111i►Vi I IVi I =1►117_111 Eel ►A
It is recommended that the City Council authorize the City Manager or designee to enter
into a three-year agreement with OpenGov for the implementation and use of their
Budgeting and Workforce Planning Suite for a total amount of $262,608.
FISCAL IMPACT:
There are sufficient funds in the Fiscal Year 2024-2025 Information Technology Fund
operating budget to cover the cost of year one under this agreement. Funding for
subsequent years will be requested through the budget process for each respective fiscal
year. The cost of the three-year contract is as follows:
Year One FY 2024-25 :
* $109,241
Year Two FY 2025-26 :
$74,813
Year Three FY 2026-27 :
$78,554
Total:
$262,608
* Year one includes an estimated $65,600 in implementation costs.
Docusign Envelope ID: 986AA054-0725-4395-8229-B3E25F62944C
City Council Agenda Report
Authorization for OpenGov Budgeting and Workforce Planning Suite
November 19, 2024
Page 2
CORRELATION TO THE STRATEGIC PLAN:
The implementation and use of the OpenGov Budget and Workforce Planning suite
contribute to the fulfillment of the City's Strategic Plan Goal C, Financial Strength - Strategy
3. Evaluate City services and identify ways to improve cost neutrality. Specifically, the new
budget software will reduce staff time to input, process, generate, analyze, and verify
budget information; improve data completeness and accuracy; and provide staff the ability
to produce a budget document and digital book easily and quickly.
BACKGROUND AND DISCUSSION:
The accurate and timely preparation of the City's budget, mid -year budget review, and ad -
hoc financial reports is essential to effective City operations. Preparing these financial
reports requires multiple stages and collaboration among departments, the leadership
team, and management, often involving extensive back -and -forth before finalization.
Currently, the budget and financial reporting process is cumbersome and time -intensive for
Finance and all City departments. Collaboration using Word, Excel, and other software is
challenging due to the limitations in real-time sharing capabilities. Consolidating various
source documents further increases the risk of errors, and creating the budget book in PDF
remains a manual process involving Excel and Word. Although this process has historically
supported the budget process, it lacks efficiency and limits our ability to communicate
financial data effectively to the City Council and constituents.
During the 2023-2025 Biennial Budget cycle, the City introduced its first digital budget book.
This digital supplement to the standard budget document provided an immersive, user-
friendly website, transforming the traditional budget document into an accessible format.
While effective, this platform did not function as a comprehensive budgeting software.
In preparation of developing the 2025-2027 Biennial Budget, staff set out to overhaul the
budgeting process for both the budget team and departments. As mentioned in previous
sections, the current budget process relied on various spreadsheets, reports, memos, and
emails that are not centralized in a system and often require institutional knowledge to
navigate.The method has served us through the years but has also been proven to be
extremely inefficient when comparing to a modern budget software.
Objectives for a new budgeting software included:
• A robust budget platform that can produce a digital budget book, an electronic
budget book (PDF), and real-time ad -hoc budget reporting;
• A comprehensive Workforce Planning module for personnel costs;
• Ability to run multiple budget scenarios simultaneously and seamlessly;
• Option to automate data pushes of actuals (revenue and expenses) daily that
enables timely budget analysis and monitoring;
• An intuitive and concise user experience for departments;
• Ability to provide a transparency portal for public interest and inquiries; and
Docusign Envelope ID: 986AA054-0725-4395-8229-B3E25F62944C
City Council Agenda Report
Authorization for OpenGov Budgeting and Workforce Planning Suite
November 19, 2024
Page 3
• Enhanced reporting and design including the annual Budget -in -Brief.
Staff reviewed budget suites from three vendors, including the provider of the City's current
digital budget book. However, due to this provider's limitation in meeting the City's evolving
needs, staff elected not to proceed with the current provider. Staff conducted an extensive
evaluation process with the two remaining vendors. The evaluation process included two
demonstrations from each vendor. The first demonstration was for the Finance
Department's budget team. Both vendors provided an in-depth look at their overall layout
of the budget platform, reporting and analytics options, requirements for implementation,
and what would be expected from user departments other than Finance. Next, we invited
staff from user departments who are involved in the budget process to participate in a
demonstration of how the new budget suite would be used from their perspective. Feedback
was solicited from participants of both demonstrations. The OpenGov budget software is
determined to be the most suitable platform to meet the needs of all departments.
The total cost for the three-year agreement is $262,608, which includes a one-time
implementation cost of $65,600 in year one.
rA'Signed by:
4D86AFAFFF77473
Jennifer King
Finance Director/City Treasurer
DocuSigned by:
B3F662B1947F41C...
David Faraone
Senior Management Analyst
Attachment:
1. OpenGov Master Service Agreement
Signed by:
E
D59960B4DF4C4E1...
Sean Tran
Deputy Director of Finance
Docusign Envelope ID: 986AA054-0725-4395-8229-B3E25F62944C
OpenGov Master Services Agreement
The parties to this Master Services Agreement (this "Agreement") are OpenGov, Inc., a Delaware
corporation ("OpenGov"), and the customer named in the signature block below ("Customer'). This
Agreement, which becomes binding when the parties have signed it (the "Effective Date"), sets
forth the terms under which Customer will be permitted to use OpenGov's hosted software
services and receive professional services.
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 OpenGov that provide information about
OpenGov's software products and systems.
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. "Order Form" means the document(s) separately executed by the parties or attached as
an Exhibit, that specifies the Software Services that OpenGov will provide to Customer
under this Agreement.
1.5. "Term" refers to the Initial Term defined in Section 6.1 plus all Renewal Terms defined in
Section 6.2.
2. Software Services, Support, and Professional Services
2.1. Software Services. Subject to the terms and conditions of this Agreement, OpenGov will
use commercially reasonable efforts to provide the commercial -off -the -shelf software
solutions identified in the applicable Order Form ("Software Services"). Software
Services do not include any pre-release features, functionality, and/or software that
Customer elects to use while they are in beta.
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 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 Order Form and this
Agreement.
OpenGov Master Services Agreement Revised September 1, 2024
Docusign Envelope ID: 986AA054-0725-4395-8229-B3E25F62944C
2.3. Professional Services
2.3.1. If OpenGov or its authorized independent contractors provides professional services
to Customer, such as implementation services, then these professional services
("Professional Services")will be described in an applicable statement of work("SOW")
agreed to by the parties, which is incorporated by reference. Unless otherwise
specified in the SOW, any pre -paid Professional Services must be utilized within one
year from the Effective Date.
2.3.2. Relevant travel expenses are provided in the SOW. Any other travel expenses related
to the performance of the Professional Services shall be pre -approved by and
reimbursed by Customer.
3. Restrictions and Responsibilities
3.1. Restrictions. Customer may not use the Software Services in any manner or for any
purpose other than as expressly permitted by the Agreement. 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, including but not
limited to load testing, or stress testing; (e) remove any proprietary notices included
with the Software Services; (f) use the Software Services in violation of applicable law;
or (g) transfer any confidential personally identifiable information to 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, royalty -free license during the Term to use the Software Services.
4.2. Customer Data. Customer Data and the Intellectual Property Rights therein belong to
Customer. Customer grants OpenGov and its partners (such as hosting providers) a non-
2
OpenGov Master Services Agreement Revised September 1, 2024
Docusign Envelope ID: 986AA054-0725-4395-8229-B3E25F62944C
exclusive, royalty -free license to use, store, edit, and reformat Customer Data forth e
purpose of providing the Software Services. Customer further agrees that OpenGov and
its partners may use aggregated, anonymized Customer Data for purposes of 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 Customer Data from the Software
Services at any time during the Term, excluding during routine software maintenance
periods.
4.4. Deletion of Customer Data. Unless otherwise requested pursuant to this Section 4.4,
upon the termination of this Agreement, Customer Data shall be deleted pursuant to
OpenGov's standard data deletion and retention practices, which is to delete Customer
Data 45 days after termination or expiration of the Agreement. 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.
4.5. 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 Feedback into the Software Services and
Documentation. OpenGov will exclusively own any improvements or modifications to the
Software Services and Documentation based on or derived from any of Customer's
Feedback including all Intellectual Property Rights in and to the improvements and
modifications.
5. Confidentiality
5.1. "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.
5.2. Confidential Information does not include: (a) data that Customer has previously
released to the public; (b) data that Customer would be required 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
3
OpenGov Master Services Agreement Revised September 1, 2024
Docusign Envelope ID: 986AA054-0725-4395-8229-B3E25F62944C
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. Initial Term. This Agreement begins on the Effective Date and ends on the date the
subscription ends ("Initial Term"), according to the Order Form, unless sooner
terminated pursuant to Section 6.3.
6.2. Renewal. This Agreement shall automatically renew for another period of the same
duration as the Initial Term (each one is a new "Renewal Term") unless either party
notifies the other party of its intent not to renew this Agreement in writing no less than
30 days before the end of the then -current term.
6.3. Termination for Cause. If either party materially breaches any term of this Agreement
and fails to cure such breach within 30 days after receiving written notice by the non -
breaching party, the non -breaching party may terminate this Agreement.
6.4. Termination for Non -Appropriation. For any term after the first full year of this
Agreement, Customer may terminate this Agreement if it does not appropriate funds to
continue this Agreement in a future fiscal year by providing notice in writing no less than
30 days before the end of the then -current term. Such termination shall be effective
upon the expiration of the then -current term. To invoke termination under this section,
Customer must use good faith efforts to secure the appropriate funds for the next year's
fees.
6.5. Effect of Termination. Upon termination of this Agreement pursuant to Section 6: (a)
Customer shall pay in full for all Software Services and Professional Services for the
then -current annual term, (b) OpenGov shall stop providing Software Services and
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.
7. Payment of Fees
7.1. Fees; Invoicing; Payment; Expenses.
7.1.1. Fees. Fees for Software Services and for Professional Services are set forth in the
applicable Order Form, and OpenGov will invoice Customer accordingly. Customer
agrees to pay invoices within 30 days. Invoices are deemed received when OpenGov
emails them to Customer's designated billing contact. Obligations to pay fees are
non -cancelable, and payments are non-refundable.
7.1.2. Annual Software Price Adjustment. OpenGov shall increase the fees for the Software
Services during any Renewal Term by 5% each year or as otherwise agreed upon in
4
OpenGov Master Services Agreement Revised September 1, 2024
Docusign Envelope ID: 986AA054-0725-4395-8229-B3E25F62944C
the applicable renewal Order Form.
7.1.3. Travel Expenses. OpenGov will invoice Customer for travel expenses provided in the
SOW or Order Form as they are incurred. Customer shall pay all such valid invoices
within 30 days of receipt of invoice. Receipts shall be provided for the travel
expenses listed on the invoice.
7.2. Consequences of Non -Payment. If Customer fails to make any payments required
under any Order Form or SOW, then in addition to any other rights OpenGov may have
under this Agreement or applicable law, (a) Customer will owe a late interest penalty of
the maximum rate permitted by law and (b) If Customer's account remains delinquent
(with respect to payment of an undisputed invoice) for 10 days after receipt of a
delinquency notice from OpenGov, which may be provided via email to Customer's
designated billing contact, OpenGov may temporarily suspend Customer's access to
the Software Service for up to 90 days to pursue good faith negotiations before
pursuing termination in accordance with Section 6.3. Customer will continue to incur
and owe all applicable fees irrespective of any such service suspension based on such
Customer's delinquency.
7.3. Taxes. All fees under this Agreement are exclusive of any applicable sales, value-added,
use or other taxes ("Sales Taxes"). Customer is solely responsible for all Sales Taxes, not
including taxes based solely on OpenGov's net income. If any Sales Taxes related to the
fees under this Agreement are found at any time to be payable, the amount may be billed
by OpenGov to, and shall be paid by, Customer. If Customer fails to pay any Sales Taxes,
then Customer will be liable for any related penalties or interest and will indemnify
OpenGov for any liability or expense incurred in connection with such Sales Taxes. In the
event Customer or the transactions contemplated by the Agreement are exempt from
Sales Taxes, Customer agrees to provide OpenGov, as evidence of such tax-exempt
status, proper exemption certificates or other documentation acceptable to OpenGov.
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 the related SOW and generally prevailing industry
standards. For any breach of the Professional Services warranty, OpenGov will re -
perform 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 the completion of Professional Services pursuant to
the applicable SOW to receive such warranty remedies.
8.1.3. Software Services Warranty. OpenGov further represents and warrants that for the
5
OpenGov Master Services Agreement Revised September 1, 2024
Docusign Envelope ID: 986AA054-0725-4395-8229-B3E25F62944C
Term, the Software Services will perform in all material respects in accordance with
the Documentation. The foregoing warranty does not apply to any Software Services
that have been used in a manner other than as set forth in this Agreement. 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
within 90 days of Customer discovering the defect. For any breach of the Software
Services warranty, OpenGov will repair or replace any nonconforming Software
Services so that the affected portion of the Software Services operates as
warranted. If OpenGov is unable to do so, Customer may terminate the license for
such Software Services and will be entitled to recover all fees paid to OpenGov for
the deficient Software Services.
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 Customer
Data pursuant to this Agreement will not infringe, violate or misappropriate the
Intellectual Property Rights of any third party.
8.3. Disclaimer. OPENGOV DOES NOT WARRANT THAT THE SOFTWARE SERVICES WILL BE
UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE
RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE SERVICES. EXCEPT
AS SET FORTH IN THIS SECTION 8, THE SOFTWARE SERVICES ARE PROVIDED "AS IS"
AND OPENGOV DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY,
TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON -INFRINGEMENT.
9. Limitation of Liability
9.1. By Type. NEITHER PARTY, NOR ITS SUPPLIERS, OFFICERS, AFFILIATES,
REPRESENTATIVES, CONTRACTORS OR EMPLOYEES, SHALL BE RESPONSIBLE OR
LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY
CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR
INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OF DATA OR COST OF
PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR LOSS OF BUSINESS; (B) FOR
ANY INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL
DAMAGES; OR (C) 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 BY CUSTOMER TO OPENGOV FOR THE SOFTWARE SERVICES
UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO
THE LIABILITY.
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
6
OpenGov Master Services Agreement Revised September 1, 2024
Docusign Envelope ID: 986AA054-0725-4395-8229-B3E25F62944C
(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. OpenGov shall have the right to use and display Customer's logos and trade
names for marketing and promotional purposes in 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. For notices required by the Agreement the parties must
communicate more formally in a writing sent via USPS certified mail and via email.
OpenGov's addresses for notice are: legal@opengov.com with a mailed copy to
OpenGov, Inc., 660 3rd Street, Suite 100, San Francisco, CA 94107.
10.3. Anti -corruption. Neither OpenGov nor any of its employees or agents has offered or
provided any illegal or improper payment, gift, or transfer of value in connection with
this Agreement. The parties will promptly notify each other if they become aware of any
violation of any applicable anti -corruption laws in connection with this Agreement.
10.4. Injunctive Relief. The parties acknowledge that any breach of the confidentiality
provisions or the unauthorized use of a party's intellectual property may result in serious
and irreparable injury to the aggrieved party for which damages may not adequately
compensate the aggrieved party. The parties agree, therefore, that, in addition to any
other remedy that the aggrieved party may have, it shall be entitled to seek equitable
injunctive relief without being required to post a bond or other surety or to prove either
actual damages or that damages would be an inadequate remedy.
10.5. Force Majeure. Neither party shall be held responsible or liable for any losses arising out
of any delay or failure in performance of any part of this Agreement, other than payment
obligations, due to any act of god, act of governmental authority, or due to war, riot,
labor difficulty, 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
7
OpenGov Master Services Agreement Revised September 1, 2024
Docusign Envelope ID: 986AA054-0725-4395-8229-B3E25F62944C
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 be unreasonably withheld, conditioned, or
delayed. Either party may assign, without such consent but upon written notice, its
rights and obligations under this Agreement to its corporate affiliate or to any entity that
acquires all or substantially all of its capital stock or its assets related to this
Agreement, through purchase, merger, consolidation, or otherwise. Any other
attempted assignment shall be void. 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
Customer's jurisdiction, without regard to conflict of laws principles. The parties submit
to personal jurisdiction and venue in the courts of Customer's jurisdiction.
10.11. Complete Agreement. OpenGov has made no other promises or representations to
Customer other than those contained in this Agreement. Any additional or different
terms in a purchase order or click -through agreement are expressly rejected by the
Parties and are void. Any modification to this Agreement must be in writing and signed
by an authorized representative of each party.
[ENTER CUSTOMER NAME] OpenGov, Inc.
Signature
Name
Title
Date
Signature
Name
Title
Date
8
OpenGov Master Services Agreement Revised September 1, 2024