Ratifying an agreement with OpenGov Inc. for software services. BEFORE THE BOARD OF COUNTY COMMISSIONERS
LEWIS COUNTY, WASHINGTON
IN THE MATTER OF: RESOLUTION NO. 21-120
RATIFYING AN AGREEMENT WITH OPENGOV INC.
FOR SOFTWARE SERVICES
WHEREAS, pursuant to Resolution 21-038, Board of County Commissioners
(BOCC) approval is required for all contracts, projects, agreements, grant
applications, contract amendments and change orders involving expenditures
totaling between $50,000 and $200,000; and
WHEREAS, the BOCC is committed to open and transparent governments and
will continue to improve the county website to offer more government documents
and updates online whenever possible; and
WHEREAS, OpenGov is a budgeting and planning software solution for budget
process automation, personnel cost forecasting, managerial reporting, and public
transparency driving more effective planning and designed and intended to
strengthen stakeholder trust through transparency of government; and
WHEREAS, OpenGov's data portal will provide county government officials
access to financial data to make informed decisions, share data with the
community and increase community involvement in the budgeting process; and
WHEREAS, OpenGov will provide county Offices and Departments the
opportunity to share their work with the public in the form of "stories" using a
web-based interactive platform that is both easy for staff to create content and
equally easy for the public to receive and understand that information; and
WHEREAS, Lewis County currently provides many services online and access to
public records including BOCC resolutions and meeting minutes. Residents can
also request additional public records though the online portal as well as many
other services. OpenGov will expand the public's abilities to access public records;
and
WHEREAS, OpenGov will provide better access to our annual budget with
additional context behind budget decisions and how taxpayer dollars tie back to
our strategic plan.
NOW THEREFORE BE IT RESOLVED the agreement with OpenGov is hereby
approved by the Board of County Commissioners in the amount of $385,890 for
the term of five (5) years to be paid in accordance with the attached contract, and
the County Manager is authorized to sign the same.
DONE IN OPEN SESSION this 30th day of March, 2021.
Page 1 of 2 Res. 21-120
APPROVED AS TO FORM: BOARD OF COUNTY COMMISSIONERS
Jonathan Meyer, Prosecuting Attorney LEWIS COUNTY, WASHINGTON
Amber Smith Gary Stamper
By: Amber Smith, Gary Stamper, Chair
Deputy Prosecuting Attorney
ATTEST: •'�°""'' w Lindsey R. Pollock, DVM
s-5-6g GIudsey R. Pollock, DVM, Vice Chair
• , ICE �.
• S
• ,g45 ,
Rieva Lester ▪'ySCO�" �;: Sean D. Swope
Rieva Lester, Sean D. Swope, Commissioner
Clerk of the Lewis County Board of
County Commissioners
Page 2 of 2 Res. 21-120
DocuSign Envelope ID:4562612F-0B4D-4203-AEAD-223F9B8833F0
® OPENGOV Open Gov Inc. 41340
Sul Jose,CA A 95151 60
United States
Created On: 3/18/2021
Order Form Expiration: 3/312021 Prepared By: Andrew Kercado
Subscription Start Date: 4/12021 Email: akerado@opeogov,com
Subscription End Date: 3/312026 Contract Term:60 Months
Customer lnfornmtion _
Customer: County of Lewis,WA Contact Name: Becky Butler Ming Contact:Becky Butler
Bill To.Ship To: 351 NW North St Email: becky.tutler@lewiscounlywa.gov Email: becky.buder lewiseountywa.gov
Chehalis,Washington 90532 Phone: (360)740.1198 Phone: (360)740-1198
United Siahtis
Order Details
Billing Frequency:Annual Description: See Billing Table Below
Payment Terms: Net Thirty(30)Days
SOFTWARE SERVICES:
Product/Service AMMEMMOMIIML Start Date End Date Annual Term Annual Fee
Budgeting&Planning
includes Premium Support-P/afutum
4/12021 3312026 5 S65,375.00
Annual Subscription: Sec Billing Table
PROFESSIONAL SERVICES:
Product/Service _ r--, Description ._-
OpenGov Deployment—Fee Product configuration and setup,training,and ongoing support to help organizations deploy and
adopt the OpenGov solutions described in the attached SOW.
Professional Services Total: $59,015.00
Billing Table:
Amount Due Billing Date
5385,890.00 April 1,2021 (S326,875 Software Services Years 1-S+S59,015.00 Professional Services)
Order Form Legal Terms
Welcome to OpenGov!Thanks for using our Software Senora.This Order Form is entered into between OpenGov,Inc.,with its principal place of business at PO Box 41340,San Jose,CA 95160
("OpenGov"),and you,the entity identified above("Customer"),as of the Effective Date.This Order Form includes and incorporates the OpenGov Software Services Agreement("SSA")attached,or if no such
SSA is attached,the SSA available at hlrps'J/opengov.cordtesmsof-serviee and the applicable Statement of Work("SOW-)incorporated herein in the event Professional Services an purchased.The Order Form,
SSA and SOW shall hereafter be referred to as the"Agreement".Unless otherwise specified above,fees for the Software Services and Professional Services shall be due and payable,in advance,on the Effective
Date.By signing this Agreement,Customs acknowledges that it has reviewed,and agrees to be legally bound by,the OpenGov Software Services Agreement.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 tans.
County of Lewis,WA OpenGov,Inc. DocuSig ISd by
Signature: Signature'
Name: Nance: / ff13/uU6ll CVn
Title: Title: CFO
Date: Date: 3/18/2021
OPENGOV SOFTWARE SERVICES AGREEMENT
OPENGOV SOFTWARE SERVICES AGREEMENT
This Software Services Agreement (this "Agreement") is entered into by OpenGov, Inc., a Delaware corporation
with a principal place of business at PO Box 41340, San Jose, CA 95160 ("OpenGov")and the customer listed on
the signature block below ("Customer"), as of the date of last signature below (the "Effective Date"). This
Agreement sets forth the terms under which Customer will be permitted to use OpenGov's hosted software services.
1. DEFINITIONS
"Customer Data" means data that is provided by Customer to OpenGov pursuant to this Agreement (for
example, by email or through Customer's software systems of record). Customer Data shall not include any
confidential personally identifiable information.
"Documentation"means the documentation for the Software Services at the Customer Resource Center page
found at https://opengov.zendesk.com.
"Feedback" means suggestions, comments, improvements, ideas, or other feedback or materials regarding
the Software Services provided by Customer to OpenGov, including feedback provided through online developer
community forums.
"Initial Term" means the initial license term specified in number of years on the Order Form, commencing on
the Effective Date.
"Intellectual Property Rights"means all intellectual property rights including all past, present,and future rights
associated with works of authorship, including exclusive exploitation rights,copyrights, and moral rights,trademark
and trade name rights and similar rights, trade secret rights, patent rights, and any other proprietary rights in
intellectual property of every kind and nature.
"Order Form" means OpenGov's Software Services order form that: (a) specifies the Software Services
provided by OpenGov; (b) references this Agreement; and (c) is signed by authorized representatives of both
parties.
"Renewal Term" means each additional renewal period, which shall be for a period of equal duration as the
Initial Term,for which this Agreement is extended pursuant to Section 7.2.
2. SOFTWARE SERVICES, SUPPORT AND PROFESSIONAL SERVICES
2.1 Software Services. Subject to the terms and conditions of this Agreement, OpenGov will use commercially
reasonable efforts to perform the software services identified in the applicable Order Form entered into by OpenGov
and Customer("Software Services").
2.2 Support. 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.
2.3 Professional Services.
(a)If OpenGov or its authorized independent contractors provides professional services to Customer, such as
implementation services,then these professional services will be described in a statement of work("SOW")agreed
to by the parties (the "Professional Services"). For Professional Services performed on a time and materials
basis, any pre-paid Professional Services Fees must be utilized within one (1) year from the Effective Date. Any
unused pre-paid Professional Services Fees shall be forfeited.
(b) Unless the SOW provides otherwise, all reasonable travel expenses, pre-approved by Customer and
incurred by OpenGov in performing the professional services will be reimbursed by Customer. Travel expenses
include cost of coach airfare travel round trip from the individual's location to Customer's location, reasonable hotel
accommodations, ground transportation and meals.
3. RESTRICTIONS AND RESPONSIBILITIES
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OPENGOV SOFTWARE SERVICES AGREEMENT
3.1 Restrictions. Customer may not use the Software Services in any manner or for any purpose other than as
expressly permitted by the Agreement. Customer shall not, and shall not permit or enable any third party to: (a)
use or access any of the Software Services to build a competitive product or service; (b) modify, disassemble,
decompile, reverse engineer or otherwise make any derivative use of the Software Services (except to the extent
applicable laws specifically prohibit such restriction); (c) sell, license, rent, lease, assign, distribute, display, host,
disclose, outsource, copy or otherwise commercially exploit the Software Services; (d) perform or disclose any
benchmarking or performance testing of the Software Services; (e) remove any proprietary notices included with
the Software Services; (f) use the Software Services in violation of applicable law; or(g) transfer any confidential
personally identifiable information to OpenGov or the Software Services platform.
3.2 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 retains all right, title, and interest in the Software Services and all Intellectual
Property Rights in the Software Services. The look and feel of the Software Services, including any custom fonts,
graphics and button icons,are the property of OpenGov and Customer may not copy, imitate,or use them, in whole
or in part, without OpenGov's prior written consent. Subject to Customer's obligations under this Agreement,
OpenGov hereby grants to Customer a non-exclusive, royalty-free license during the Term to use the Software
Services.
4.2 Customer Data.Customer retains all right,title,and interest in the Customer Data and all Intellectual Property
Rights therein.Customer hereby grants to OpenGov a non-exclusive,royalty-free license to,and permit its partners
to, use, store, edit and reformat the Customer Data, and to use Customer Data for purposes of sales, marketing,
business development, product enhancement,customer service, or for analyzing such data and publicly disclosing
such analysis ("Insights"), provided that in all such uses Customer Data is rendered anonymous such that
Customer is no longer identifiable.
4.3 Access to Customer Data. Customer may download the Customer Data from the Software Services at any
time during the Term,other than during routine software maintenance periods.OpenGov has no obligation to return
Customer Data to Customer.
4.4 Feedback. Customer hereby grants to OpenGov a non-exclusive, royalty-free, irrevocable, perpetual,
worldwide license to use and incorporate into the Software Services and Documentation Customer's Feedback.
OpenGov will exclusively own any improvements or modifications to the Software Services and Documentation
based on or derived from any of Customer's Feedback including all Intellectual Property Rights in and to the
improvements and modifications.
5. CONFIDENTIALITY
5.1 Each party(the"Receiving Party")agrees not to disclose any Confidential Information of the other party(the
"Disclosing Party")without the Disclosing Party's prior written consent, except as provided below. The Receiving
Party further agrees: (a) to use and disclose the Confidential Information only in connection with this Agreement;
and (b)to protect such Confidential Information using the measures that Receiving Party employs with respect to
its own Confidential Information of a similar nature, but in no event with less than reasonable care. Notwithstanding
the above, the Receiving Party may disclose Confidential Information to the extent required by law or court order,
provided that prior written notice of such required disclosure and an opportunity to oppose or limit disclosure is
given to the Disclosing Party.
5.2 "Confidential Information" means all confidential business, technical, and financial information of the
disclosing party that is marked as "Confidential" or an equivalent designation or that should reasonably be
understood to be confidential given the nature of the information and/or the circumstances surrounding the
disclosure (including the terms of the applicable Software Agreement). OpenGov's Confidential Information
includes, without limitation,the software underlying the Software Services and all Documentation.
Rev.2018.01_200701 NA
OPENGOV SOFTWARE SERVICES AGREEMENT
5.3 Notwithstanding the foregoing, "Confidential Information" does not include: (a) "Public Data," which is data
that the Customer has previously released to the public, would be required to release to the public, upon request,
according to applicable federal, state,or local public records laws,or Customer requests OpenGov make available
to the public in conjunction with the Software Services. Confidential Information does not include (b) information
that has become publicly known through no breach by the receiving party;(c)information that was rightfully received
by the Receiving Party from a third party without restriction on use or disclosure; or(d) information independently
developed by the Receiving Party without access to the Disclosing Party's Confidential Information.
6. PAYMENT OF FEES
6.1 Fees; Invoicing; Payment; Expenses.
(a) Fees.The fees for the Software Services for the Initial Term and any Renewal Term("Software Services
Fees")and the fees for Professional Services("Professional Services Fees")are set forth in the applicable Order
Form. Software Services Fees and Professional Services Fees shall hereafter be referred to as"Fees".
(b) Inflation Adjustment. OpenGov shall increase the Fees payable for the Software Services during any
Renewal Term by 4%each year of the Renewal Term.
(c) Invoicing and Payment. OpenGov will invoice the Customer according to the Billing Frequency listed on
the Order Form. Customer shall pay all invoices according to the Payment Terms listed on the Order Form.
(d) Travel Expenses. Unless the SOW provides otherwise, OpenGov will invoice Customer for pre-approved
travel expenses incurred in connection with each SOW as they are incurred. Customer shall pay all such valid
invoices within thirty(30)days of receipt of invoice. Each invoice shall include receipts for the travel expenses listed
on the invoice.
6.2 Credit Card Customers. If applicable, Customer will provide OpenGov with valid credit card information and
promptly notify OpenGov of any changes necessary to charge the credit card at billing @opengov.com. Please
update your credit card information when necessary.The provision of credit card information to OpenGov authorizes
OpenGov to charge the credit card for all applicable Fees plus a 3%credit card processing fee.OpenGov processes
credit card payments through a secure third party processing partner and does not take receipt of credit card
information itself.
6.3 Taxes.All Fees under this Agreement are exclusive of any applicable sales, value-added, use or other taxes
("Sales Taxes"). Customer is solely responsible for any and all Sales Taxes, not including taxes based solely on
OpenGov's net income. If any Sales Taxes related to the Fees under this Agreement are found at any time to be
payable, the amount may be billed by OpenGov to, and shall be paid by, Customer. If Customer fails to pay any
Sales Taxes, then Customer will be liable for any related penalties or interest, and will indemnify OpenGov for any
liability or expense incurred in connection with such Sales Taxes. In the event Customer or the transactions
contemplated by the Agreement are exempt from Sales Taxes, Customer agrees to provide OpenGov, as evidence
of such tax exempt status, proper exemption certificates or other documentation acceptable to OpenGov.
7. TERM&TERMINATION
7.1 Term. Subject to compliance with all terms and conditions,the term of this Agreement shall commence on the
Effective Date and shall continue until the Subscription End Date specified on the Order Form(the"Initial Term").
7.2 Renewal. Unless either party terminates this Agreement in writing no less than thirty(30)days before the end
of the Initial Term, this Agreement shall annually renew for a period of one (1)year in duration (each a "Renewal
Term"and together with the Initial Term, the"Term").
7.3 Termination. If either party materially breaches any term of this Agreement and fails to cure such breach within
thirty (30) days after notice by the non-breaching party (ten (10) days in the case of non-payment), the non-
breaching party may terminate this Agreement. Additionally, Customer may terminate this Agreement, upon
providing at least sixty(60)days notice prior to the annual anniversary date of the Agreement("Anniversary Date")
upon the occurrence of an Event of Nonappropriation as defined below. An "Event of Nonappropriation" occurs
Rev.2018.01_200701 NA
OPENGOV SOFTWARE SERVICES AGREEMENT
when prior to each Anniversary Date: a) Customer uses all efforts that are lawful and within Customer's official
power, to secure the appropriate funds for the next year's Fees, including indicating the Software Services serve
an essential purpose to Customer;and b)Customer has not acquired,used or issued a proposal for similar products
or services during this period or has not hired any third party or allowed its own employees to use other services in
place of the Software Services. Customer shall permit OpenGov to assist with the efforts in a) above, including
providing OpenGov with direct access to Customer's applicable appropriations team.
7.4 Effect of Termination.
(a) In General. Upon termination or expiration of this Agreement: (a)Customer shall pay in full for all Software
Services and Professional Services performed up to and including the effective date of termination, (b)all Software
Services provided to Customer hereunder shall immediately terminate; and (c)each party shall return to the other
party or, at the other party's option, destroy all Confidential Information of the other party in its possession. In the
event the Agreement is terminated by Customer due to an uncured, material breach by OpenGov as specified in
Section 7.3 above, Customer's sole and exclusive remedy shall be a pro-rata refund by OpenGov for any pre-paid,
unused fees.
(b) Deletion of Customer Data. If Customer requests deletion of its Customer Data in writing prior to the date
of termination or expiration of this Agreement, then OpenGov will permanently and irrevocably delete Customer
Data, excluding any Insights, stored by its cloud hosting provider within ten (10) days of the date of termination or
expiration of this Agreement. Such request must be addressed to "OpenGov Vice President, Customer Success"
at OpenGov's address for notice described at Section 10.
7.5 Survival.The following sections of this Agreement shall survive termination:Section 5(Confidentiality),Section
6 (Payment of Fees), Section 7.4(b) (Deletion of Customer Data), Section 8.3 (Warranty Disclaimer), Section 9
(Limitation of Liability)and Section 10 (Miscellaneous).
8. REPRESENTATIONS AND WARRANTIES; DISCLAIMER
8.1 By OpenGov.
(a) General Warranty. OpenGov represents and warrants that: (i) it has all right and authority necessary to
enter into and perform this Agreement; and (ii)the Professional Services, if any, will be performed in a professional
and workmanlike manner in accordance with the related statement of work and generally prevailing industry
standards. For any breach of the Professional Services warranty, Customer's exclusive remedy and OpenGov's
entire liability will be the re-performance of the applicable services. If OpenGov is unable to re-perform all such
work as warranted, Customer will be entitled to recover all fees paid to OpenGov for the deficient work. Customer
must make any claim under the foregoing warranty to OpenGov in writing within ninety (90)days of performance of
such work in order to receive such warranty remedies.
(b) Software Services Warranty. OpenGov further represents and warrants that for a period of ninety (90)
days, the Software Services will perform in all material respects in accordance with the Documentation. The
foregoing warranty does not apply to any Software Services that have been used in a manner other than as set
forth in the Documentation and authorized under this Agreement. OpenGov does not warrant that the Software
Services will be uninterrupted or error-free. Any claim submitted under this Section 8.1(b) must be submitted in
writing to OpenGov during the Term. OpenGov's entire liability for any breach of the foregoing warranty is to repair
or replace any nonconforming Software Services so that the affected portion of the Software Services operates as
warranted or, if OpenGov is unable to do so, terminate the license for such Software Services and refund the pre-
paid, unused portion of the Fee for such Software Services.
8.2 By Customer. Customer represents and warrants that (i) it has all right and authority necessary to enter into
and perform this Agreement; and (ii) OpenGov's use of the Customer Data pursuant to this Agreement will not
infringe, violate or misappropriate the Intellectual Property Rights of any third party.
8.3 Disclaimer. OPENGOV DOES NOT WARRANT THAT THE SOFTWARE SERVICES WILL BE
UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT
MAY BE OBTAINED FROM USE OF THE SOFTWARE SERVICES. EXCEPT AS SET FORTH IN THIS SECTION
8, THE SOFTWARE SERVICES ARE PROVIDED "AS IS" AND OPENGOV DISCLAIMS ALL OTHER
Rev.2018.01_200701 NA
OPENGOV SOFTWARE SERVICES AGREEMENT
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 SUCH PARTY'S REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
9.2 By Amount. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE, CUMULATIVE LIABILITY FOR ANY
CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY
CUSTOMER TO OPENGOV(OR, IN THE CASE OF CUSTOMER, PAYABLE) FOR THE SOFTWARE SERVICES
UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.
9.3 Limitation of Liability Exclusions. The limitations of liability set forth in Sections 9.1 and 9.2 above do not apply
to, and each party accepts liability to the other for: (a) claims based on either party's intentional breach of its
obligations set forth in Section 5(Confidentiality), (b)claims arising out of fraud or willful misconduct by either party
and (c)either party's unauthorized use, distribution, or disclosure of the other party's intellectual property.
9.4 No Limitation of Liability by Law. Because some jurisdictions do not allow liability or damages to be limited to
the extent set forth above, some of the above limitations may not apply to Customer.
10. MISCELLANEOUS
10.1 Logo Use. During the Term OpenGov shall have, subject to the prior consent of the Customer for each use,
the right to use and display Customer's logos and trade names for marketing and promotional purposes in
connection with OpenGov's website and marketing materials, subject to Customer's trademark usage guidelines
provided to OpenGov.
10.2 Notice. Ordinary day-to-day operational communications may be conducted by email, live chat or telephone
communications. However, for notices required by the Agreement (in Sections where the word "notice" appears)
the parties must communicate more formally in a writing given by personal delivery, by pre-paid first-class mail or
by overnight courier to the address specified in the most recent Order Form (or such other address as may be
specified in writing in accordance with this Section).
10.3 Anti-corruption. OpenGov has not offered or provided any bribe, kickback, illegal or improper payment, gift, or
thing of value to any Customer personnel in connection with the Agreement, other than reasonable gifts and
entertainment provided Customer in the ordinary course of business. If OpenGov become aware of any violation of
the above restriction then OpenGov shall promptly notify Customer.
10.4 Injunctive Relief. The parties acknowledge that any breach of the confidentiality provisions or the unauthorized
use of a party's intellectual property may result in serious and irreparable injury to the aggrieved party for which
damages may not adequately compensate the aggrieved party. The parties agree, therefore, that, in addition to
any other remedy that the aggrieved party may have, it shall be entitled to seek equitable injunctive relief without
being required to post a bond or other surety or to prove either actual damages or that damages would be an
inadequate remedy.
10.5 Force Majeure. Neither party shall be held responsible or liable for any losses arising out of any delay or failure
in performance of any part of this Agreement, other than payment obligations, due to any act of god, act of
governmental authority, or due to war, riot, labor difficulty,failure of performance by any third-party service, utilities,
or equipment provider, or any other cause beyond the reasonable control of the party delayed or prevented from
performing.
10.6 Severability; Waiver. If any provision of this Agreement is found to be unenforceable or invalid, that provision
will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full
Rev. 2018.01_200701NA
OPENGOV SOFTWARE SERVICES AGREEMENT
force and effect and enforceable. Any express waiver or failure to exercise promptly any right under this Agreement
will not create a continuing waiver or any expectation of non-enforcement.There are no third-party beneficiaries to
this Agreement.
10.7 Assignment. Except as set forth in this Section, neither party shall assign, delegate, or otherwise transfer this
Agreement or any of its rights or obligations to a third party without the other party's prior written consent, which
consent shall not be unreasonably withheld,conditioned,or delayed. Either party may assign,without such consent
but upon written notice, its rights and obligations under this Agreement to: (i)its corporate affiliate; or(ii)any entity
that acquires all or substantially all of its capital stock or its assets related to this Agreement, through purchase,
merger, consolidation, or otherwise. Any other attempted assignment shall be void. This Agreement shall inure to
the benefit of and bind each party's permitted assigns and successors.
10.8 Independent Contractors. No agency, partnership,joint venture, or employment is created as a result of this
Agreement and neither party has any authority of any kind to bind the other party in any respect.
10.9 Attorneys' Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will
be entitled to recover costs and attorneys'fees.
10.10 Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the State of California
without regard to its conflict of laws provisions. Exclusive jurisdiction for litigation of any dispute, controversy or
claim arising out of or in connection with this Agreement shall be only in the Federal or State court with competent
jurisdiction located in San Mateo County, California, and the parties hereby submit to the personal jurisdiction and
venue therein.
10.11 Complete Agreement.This Agreement is the complete and exclusive statement of the mutual understanding
of the parties and supersedes and cancels all previous written and oral agreements, communications, and other
understandings relating to the subject matter of this Agreement. No modification of this Agreement will be binding,
unless in writing and signed by an authorized representative of each party.
Signatures
Customer OPENGOV,INC.
Signature: Signature:
Name: Name:
Title: Title:
Date: Date:
Rev. 2018.01_200701 NA
o OPENGOV
Statement of Work
County of Lewis, WA
Created by:Adam J.Weems
Creation Date:01/13/21
Document Number: DD-01536
Version Number:1
Overview 2
Preamble 2
OpenGov's Modern Cloud ERP 3
Methodology 4
Project Initiation 4
Best Practice Review 5
Configuration 5
Validation 5
Deploy 6
Project Completion 6
Project Schedule 6
Roles and Responsibilities 6
Roles and Responsibilities Matrix 6
OpenGov Roles and Responsibilities RACI 8
Governance 9
Regular Communication Components 9
Commitment to Project Direction and Goals 11
Escalation Process 11
Process 11
Escalation Requirements 12
Documentation 12
General Project Assumptions 12
Project Scope 13
1
Q OPENGOV
OpenGov Reporting&Transparency Platform 13
OpenGov Reporting&Transparency Platform Project Deliverables 13
Project Tasks 13
Initiate 13
Best Practices 14
Configuration 14
Validation 15
Deploy 15
OpenGov Budgeting&Planning 16
Budget&Planning Project Deliverables 16
Project Tasks- Budgeting and Planning 16
Initiate 16
Best Practices 18
Configure 18
Validation 20
Deploy 20
Financial Integrations 20
Financial Integration Deliverables 20
Financial Integration Tasks 21
Initiate 21
Configuration 21
Validation 22
Deploy 22
Acceptance 23
Acceptance Process 23
Acceptance Requirements 24
Change Management 24
1. Overview
1.1. Preamble
This Statement of Work ("SOW") identifies services that OpenGov, Inc. ("OpenGov"or"we")
will perform for County of Lewis, WA ("Customer" or "you") pursuant to that order for
Professional Services entered into between OpenGov and the Customer ("Order Form")
which references the Software Services Agreement or other applicable agreement entered
into by the parties (the "Agreement"). For clarity, Customer's use of the Professional
Services are governed by the Agreement and not this SOW. Upon execution of the Order
Form or other documentation referencing the SOW, this SOW shall be incorporated by
2
® OPENGOV
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.
1.2. OpenGov's Modern Cloud ERP
OpenGov is the leader in modern cloud ERP software for our nation's cities, counties, and
state agencies. On a mission to power more effective and accountable government,
OpenGov serves agencies across the United States. Built exclusively for the unique
budgeting, financial management, and citizen services needs of the public sector, the
OpenGov ERP Cloud enables organizations to plan more strategically and collaboratively,
streamline mission-critical processes, and communicate with stakeholders more
transparently.
• Cloud ERP for local government. OpenGov offers transformative solutions for
budgeting, financial management, and citizen services with the market-leading
reporting and transparency platform--allowing customers to re-allocate up to 1% of
their budgets for more strategic outcomes and save thousands of hours on manual
and paper-based processes.
• A trusted and dedicated partner.Governments nationwide partner with OpenGov to
drive more effective and accountable operations and strengthen public trust. Built
exclusively for state and local government, OpenGov's software, services, and
expertise are backed by years of employee experience in the public sector.
• A platform built to grow with you. Modern cloud architecture ensures all of your
users have access to the latest features and upgrades while reducing your IT burden,
minimizing your cost footprint, and breaking down system and data silos. TYou can
future-proof your investment for the next generation thanks to world-class
professional services and a roadmap driven by customer feedback,you future-proof
your investment for the next generation.
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OpenGov Implementation Methodology
A
Initiation Validation Deploy Project
Configuration Completion
IMtiation Best Practice Review Validation Go Live Protect Completion
Key Activities:Learning and application of Best
Key Activities: Practices,Hands-on Workshops.Admin Training Key Activities: Key Activities:System Key Activltles:Final
introductions,project plan Key Work Products:Document Request Configuration Review- in use Acceptance,Transition tc
review.establish charter Checklists.Solution Recommendation,Data Map. User Acceptance Testing. Customer Success
and plan timelines Solution Document Data Confirmation.User Key Work Products: Manager and Technical
Training Project Documentation Support,Feedback survey
Key Work Products:Roles
and responsibilities Configuration Key Work Products:Data
Key Work Products:Project
Overview.Project Plan, Activities:Application and Solution Validation.Customer Acceptance,Transition
Charter and Schedule Configuration,Initial Data Migration Review
Key Work Products:Solution Configuration.Peer
Review,Solution Document
MONITOR AND CONTROL
Stakeholder engagement and metrics for success
2. Methodology
OpenGov's deployment methodology, often referred to as'the OpenGov Way ("OG Way"),
delivers on OpenGov's mission to power more effective and accountable governments.'It is
an innovative, modern, and iterative approach that leads our customers to successfully
deploy our products and help them successfully achieve their vision. The OG Way
differentiates itself in the market by its foundation of customer empowerment. We rely on
our years of experience working with governments, leading in governments,and leveraging
best practices from the public and private sector in order to coach our customers through
the change management needed to leverage our best practices and quality software. This
methodology requires a degree of focus and engagement to ensure collaboration between
both parties to produce the desired results in a timely manner. We look forward to our
partnership and can't wait to show you how The OG Way will improve the way you do
business and the services you're able to provide to your citizens!
Project Initiation
During project initiation, we will introduce project resources, review the products and
services purchased, finalize project timelines, and conduct the kickoff meeting. Both
OpenGov and Customer are responsible for assigning their Project Managers for the
project. We will hold a planning meeting to review all project documents OpenGov has
received to date. We'll also provide additional worksheets that need to be included. We'll
set-up meetings to finalize the project plan and ensure there is a centralized location for
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these documents to be stored for collaboration. Lastly, we'll determine the date for the
larger kickoff meeting and discuss the agenda for this critical meeting.
Best Practice Review
• OpenGov will provide your team with access to OG University and OpenGov's
Resource Center so that you can start learning.
• Provided checklists with samples of data and information that we'll need completed.
We will obtain all data and integration information at this time in our standard format.
• We will review your agency-specific documents to validate your business
requirements.
• We will then coach you on our best practices by showing you how our tool works in
the most effective manner.
• Based on our best practices review, we'll make solution recommendations based on
our domain expertise.
• We'll align with your team based on our understanding of your operating processes
based on technical requirements and product functionality.
• We'll review all data and integration requirements. A data map will be mutually
agreed upon and signed off on by Customer.
• W'll present a solution document to be mutually agreed upon prior to starting the
configuration.
Configuration
• We will set-up the base configuration based on the mutually agreed upon solution
document.
• We will mutually configure the use cases based on the mutually agreed upon solution
document.
• We will migrate your data based on our mutually agreed upon data map.
Validation
• Review the completed work performed during configuration.
• The appropriate members of the Customer project team will confirm that the
solution has been configured correctly based on the solution and data mapping
documents by testing the use of the solution.
• Training will be provided based on the selected package,or as set forth herein.
• Any items that were configured or migrated incorrectly based on the data map and
solution document will be tracked via an issue log. We will work with your team to
identify deployment critical issues that will be worked out prior to launch. If the item
is not included in the mutually agreed upon data map and solution document, a
mutually agreed upon change order will be discussed as defined in Section 10
Change Management of this SOW
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• The exit criteria for this phase is the sign off by the Customer's Project Manager of
the configuration based on the mutually agreed upon solution and data map as
defined in Section 9 Acceptance of this SOW.
Deploy
• The solution is usable by Customer.
Project Completion
• Customer is sent a project acceptance form to sign as defined in Section 9
Acceptance of this SOW.
• Customer will be asked to respond to a brief survey to provide feedback about the
experience.
• Customer is introduced to Customer Support and educated on how to engage with
customer support based on Customer's procured package.
3. Project Schedule
OpenGov will schedule resources for this project upon signature of the order form. Unless
specifically noted, the OpenGov assigned project manager (as identified below or such
alternate designated by OpenGov,the"OpenGov Project Manager")will work with Customer
Project Manager to develop the project schedule for all requested deliverables under this
SOW. OpenGov reserves the right to adjust the schedule based on the availability of
OpenGov resources and/or Customer resources,and the timeliness of deliverables provided
by the Customer.
4. Roles and Responsibilities
4.1. Roles and Responsibilities Matrix
OpenGov
Role Role Description
Executive Sponsor Responsible for ensuring alignment on project value proposition
("ES") and vision. Escalation point for Customer Executive Sponsor to
mitigate any risks that the project team cannot resolve. Executive
Name: Sponsor attends monthly(or other frequency)executive
Tim Melton meetings to review deployment status,documented issue list,
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status and closure summary.
Project Manager Responsible for the delivery of the professional services based
("PM") upon the agreed upon contract and SOW within the budgeted
hours and timeframe. Ensures the project is properly forecasted,
assigns tasks/resources,and tracks toward project completion.
Holds executive steering committee meetings and/or quarterly
business reviews as appropriate to ensure project issues are
properly escalated and success is achieved. Facilitates the
transition to support.
Analyst("IA") Responsible for helping Customer configure OpenGov's product
suites as assigned.The Analyst is the primary consultant,
guiding Customer through configuration working sessions to put
together successful workflows.
Subject Matter OpenGov Subject Matter Experts("SMEs")will engage in
Expert("SME") strategy,design,and execution discussions internally and with
Customer during the deployment.The SME has a specific area of
expertise,and depending on the scope of the project more than
one SME may engage.The SME will not be on all working
sessions,but will be involved per the direction of the OpenGov
Project Manager.
Integration Engineer Responsible for migrations,conversions,and integrations as
("IE") assigned. Responsible for providing clear direction on
specifications to ensure proper delivery of migration,
conversions,and integrations.Clear data mapping and data
validation to be provided with customer sign-offs obtained by the
OpenGov Project Manager.
Account Executive The Account Executive is responsible for the sales cycle.Aligning
("AE") on program vision,value proposition,and contract terms.The
Account Executive will facilitate project kickoff along with the
OpenGov Project Manager.The Account Executive will be
engaged with the customer throughout their journey with
OpenGov,post-deployment and beyond.
Customer Manager The Customer Manager("CM")is the primary customer
("CM") relationship holder post-Deploy.The"Air Traffic Controller"or
"Quarterback"of OpenGov resources with focus on long term
success of Customer's partnership with OpenGov.The CM will
engage with Customer to discuss adoption strategy and conduct
periodic reviews to ensure Customer's key stakeholders
understand all OpenGov offerings and how they align to key
Customer priorities.The CM will be introduced at deployment
kick-off, but will not be an active participant in deployment
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working sessions.As the deployment approaches closure,the
CM's engagement will ramp-up,and the OpenGov Project
Manager to CM meeting with Customer will occur prior to Project
Completion.
Customer
Role Role Description
Budget Owner("BO") The Customer Budget Owner commits the funds to the project
deployment,assesses the value to the cost(ROI),and approves
changes orders. In some cases,the Budget Owner and Executive
Sponsor are the same person.
Executive Sponsor Responsible for ensuring Customer team is aligned to core
("ES") project value proposition and goals.Able to intervene if the
project goes off track,and has ability to make decisions on
Name: timeline and budget when decisions are stalled.The Executive
Erik Martin Sponsor is not expected to regularly attend deployment working
County Administrator sessions. Executive Sponsors,attend monthly(or other
frequency)executive meetings to review deployment status,
documented issue list,status and closure summary.
Project Manager Serves as the primary contact for OpenGov Project Initiation,
("PM") Best Practice Review,Configuration,Validation, Deploy, Project
Completion.Coordinates meetings and schedules.Controls
Name: communication between the Customer and OpenGov project
Becky Butler teams.
Budget Director
Project Lead("PU') Is an internal SME in the functional area of deployment.Attends
working sessions,trainings,and responsible for reviewing
configurations. Primary OpenGov counterpart will be the
Analyst.
Data and Responsible for mapping out data infrastructure and validating
SystemsLead("DSL") migration,conversion,integration requirements.Someone who is
able to connect OpenGov team with any of Customer's
third-party data sources and vendors as needed to fulfill SOW
requirements.
4.2. OpenGov Roles and Responsibilities RACI
Phases Frequency OpenGov Customer
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ES PM IA IE ES PM PL DSL
Project One-time I R I I I A C I
Initiation
Best Practice Iterative I R C I I A C I
Review
Configuration Iterative I A R R I A A C
Validation Iterative I A C C I A R C
Deploy Iterative I A A I I A R I
Project One-time I R C I I R A C
Completion
R= Responsible to perform the task
A=Accountable for the task being completed
C =Consulted with prior to the activity being performed
I = Informed that the task has been completed
5. Governance
Project Governance provides the foundation and framework to manage deployments by
assessing progress and addressing questions and challenges during the course of
deployment. OpenGov follows three guiding principles for governance to maximize the
deployment value with our customers:
• Regular communication aligned to the agreed upon project plan and timing will
occur. OpenGov expects our customers to raise questions or concerns as soon as
they arise.OpenGov will do the same,as we can only address items when known.
• Executive involvement is expected from both OpenGov and Customer. Not only may
Executives be called upon to clarify expectations and/or confusion, but also to steer
strategic items to maximize the value through the deployment.
• Commitment to the direction outlined in this SOW and critical assessment change
orders to ensure they drive value.
5.1. Regular Communication Components
Frequency Purpose Participants
Meeting
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OpenGov Customer
Quarterly Engagement Quarterly Overview of PM, ES, PM, PL,
Management Review Program Status, others as ES,others
Review Value Realization, necessary as
("QMR") trends,savings necessary
reports,program
improvement,
technology,and
discuss program
adjustments
Statement Bi-Annually Review of PM, ES, PM, BO.
Committee milestones per AE,CM ES
commercial
agreement,review
budget and fiscal
matters.
Discuss strategic
direction from
deployment,
alignment of
OpenGov with
Customer's 3-year
roadmap,evaluate
potential shift in
strategy and
impact to
relationship
Executive Sponsor Meeting Monthly/ Discuss PM, ES, PM, ES,
Bi-Monthly deployment: plus plus
- Strategic others as others as
impacts:timing, necessary necessary
scope,process
-Value prop
changes,
confusion
- Project specific:
items that need
guidance,support
and/or clarity
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Weekly Deployment Updates Weekly Summary of Project Project
project actions Team+ Team +
against project ES(s) ES(s)
plan.
Risks and
achievements
highlighted in
addition to asks of
leadership.
5.2. Commitment to Project Direction and Goals
This SOW is the direction agreed upon by Customer and OpenGov.Transparency of the plan
is paramount for our Customers to attain the value the SOW or any subsequent change
order outlines.
Should direction of the deployment become disconnected, OpenGov and Customer Project
Managers will outline the gaps as they understand them and communicate the gaps to their
respective Executive Sponsor(s) (or Project Teams)for discussion and resolution.
The communication path for this engagement will be outlined in the kick off meeting,
documenting both phone numbers and email.The general path is:
OpenGov Project Manager—> Professional Services Sr.Manager/SVP—> Executive Sponsor
6. Escalation Process
The purpose of this section is to define the escalation process, should it be needed, to
support closing issues that are raised, discussed to move forward with the deployment.
OpenGov and Customer agree to raise concerns and follow the escalation process, resource
responsibility,and documentation.
6.1. Process
• Identification of an issue impeding deployment progress, outcome or capturing the
value proposition,that is not acceptable.
• Customer or OpenGov Project Manager summarizes the problem statement and
impasse.
• Customer and OpenGov Project Managers will outline solution, acceptance or
schedule Executive review in accordance with SLA as defined in Section 7 General
Project Assumptions.
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• Resolution will be documented and signed off following Executive review in
accordance with SLA as defined in Section 7 General Project Assumptions.
6.2. Escalation Requirements
• OpenGov and Customer Project Managers will summarize the impasse and
recommendation to present at scheduled or ad hoc executive meetings. Unless
otherwise noted in this SOW, Customer Project Manager can approve how hours are
used,but not where funding is required.
• Executive Sponsors attend monthly (or other frequency) executive meetings to
review deployment status,documented issue list,status,and closure summary.
• Steering Committees, where applicable, will be the arbitrator to direction and issue
closure. Unless otherwise noted in this SOW, the Customer Executive Sponsor must
approve change orders that result in additional cost.
• Customer or OpenGov Subject Matter Experts may be requested to provide input to
the issue and assist in closure. Both Customer and OpenGov will make best effort to
enable those Subject Matter Experts to be available and participate.
6.3. Documentation
• Issue Escalation: Problem Statement with clear impact to the deployment and/or
engagement.
• Acceptance Document: Which will include any change order(s) or other process
adjustments required and summary of the resolution.
• Notes from Project Meetings, Executive Reviews,and Steering Committee meetings,
as appropriate.
7. General Project Assumptions
OpenGov is excited to work with Customer on the implementation of our OpenGov
ERP Cloud. In order to ensure we are able to meet the project timeline as set forth in
Section 3.1 of this SOW and ensure Customer is successful in this implementation,
OpenGov asks that Customer abide by the General Assumptions detailed in this
SOW.
• This SOW is limited to the Implementation of the OpenGov Cloud as defined
in the Project Scope.Any additional services or support will be considered out
of scope.
• Customer will commit and provide access to all necessary stakeholders and
subject matter experts, and other key parties whose roles are defined in
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Section 4.1, necessary to the successful implementation of the OpenGov ERP
Cloud as defined in this SOW
• Customer is responsible for internal change management associated with the
purchase of new software.
• Response Protocol
o OpenGov and Customer commit to responding to inquiries,updates,or
any other project-related matters in no less than 10 business days
throughout the course of this project. If Customer is delayed in its
response, Customer acknowledges that: a) the delay may impact the
project schedule; and b) any fees for Professional Services due to
OpenGov after such delay shall become due and OpenGov may invoice
Customer for such prepayment.
o The Professional Services will be provided during regular business
hours (8am to 6pm Pacific Time) Monday through Friday (holidays
excluded).
• SOW Expiration:
o This SOW is valid for up to 90 days from the Creation Date, or as
agreed to in writing by OpenGov and Customer.
8. Project Scope
8.1. OpenGov Reporting & Transparency Platform
8.1.1. OpenGov Reporting & Transparency Platform Project
Deliverables
Deliverable Description
OpenGov Cloud based Reporting&Transparency Platform that includes:
Reporting& • Stories
Transparency • Open Town Hall
Platform • Reporting
• Dashboards
• Transparency Portal
8.1.2. Project Tasks
The tasks listed below are required for OpenGov and Customer to successfully complete the
OpenGov Reporting&Transparency Platform implementation.
8.1.2.1. Initiate
Functionality Description
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Provisioning OpenGov will provision Customer's OpenGov entity and verify Customer
R&T Platform has access to all purchased modules.
OpenGov OpenGov will provide access to OpenGov University online training
University courses intended to teach users on the basics of the Reporting&
Platform Transparency Platform.
Training
Stories and OpenGov will build out an example of a Story:
Open Town • One standard story based on available templates in OpenGov.
Hall Examples OpenGov will build out an example of a topic in Open Town Hall.
Initial Data OpenGov will upload any applicable datasets to the OpenGov Platform.
Migration • Base Budget File
• Historical Budget and Transactions Files,including beginning
balances
• Budget Reference Year data files
OpenGov will accept flat files such as CSV,Text,and/or Excel
8.1.2.2. Best Practices
Functionality Description
Overview of OpenGov assesses and identifies how best to configure and map data
Best Practice to ensure success based on materials provided by Customer.
Stories and The Implementation Analyst will conduct a review of the examples
Open Town created.
Hall Review
Solution OpenGov will present a solution document to be mutually agreed upon
Document prior to beginning configuration.
Functionality Description
Chart of OpenGov will review and give feedback on Customer's general ledger
Accounts chart of accounts
OpenGov will provide a functional build of the proposed OpenGov
Chart of Accounts,and gain sign off on acceptance from Customer.
OpenGov will configure OpenGov Chart of Accounts in OpenGov
system
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OpenGov OpenGov will:
Reports • Set up 3 OpenGov reports(Annual, Budget to Actuals,and
Transactions)
• Configure 3 departmental dashboards with up to 3 tiles each
8.1.2.4. Validation
Functionality Description
Chart of Once built in OpenGov system,Customer will validate and sign off of
Accounts transformed Chart of Accounts
Data Customer will validate and sign off on the datasets uploaded as part of
the implementation.
8.1.2.5. Deploy
Functionality Description
Training OpenGov will review configured story and train Customer on how to:
Stories • Create new stories
• Update/Maintain current stories
• Publish internally and externally
. . ,
Training Open OpenGov will present configured Open Town Hall site and theme.
Town Hall OpenGov will train Customer on Open Town Hall functionality
Training OpenGov will review configured OpenGov reports.
OpenGov OpenGov will train Customer on report:
Reports • Configuration
• Update/Maintenance
• Publishing internally and externally
Training OpenGov will review configured Dashboards
Dashboards OpenGov will train Customer on Dashboard:
• Configuration
• Update/Maintenance
• Publishing internally and externally
Platform OpenGov will review configured COA and uploaded data.
Training OpenGov will train Customer on Platform maintenance::
• Users
• Uploading data
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• Maintaining COA
Sign Off Customer will sign off that they have:
• Configured Story
• Configured Open Town Hall
• Configured OpenGov reports
• Configured Dashboard
• Been trained on Stories, Open Town Hall,OpenGov reports,
Dashboards
8.2. OpenGov Budgeting & Planning
6.2.1. Budget & Planning Project Deliverables
Functionality Description
OpenGov Budgeting& Planning Suite, includes:
Budgeting& • Operating Budget
Planning Suite • Workforce Planning
• Capital Improvement Project Budgeting
• Online Budget Book
• Budget Reporting
8.2.2. Project Tasks - Budgeting and Planning
The tasks and responsibilities listed below are required for OpenGov and Customer to
successfully complete the OpenGov Budgeting and Planning Suite implementation.
8.22.1. Initiate
Functionality Description
Documentation Customer to provide OpenGov:
Receipt • Budget export
• Examples of the documentation currently provided to
department,
• Budget schedule,
• Management budget reports example
OpenGov During the initial phase, OpenGov will provide system training to
University administrators.
Budget Training will include:
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Training • How to create
o a budget
o a proposal
o a worksheet
o add a line item
o reselect line items
o submit a budget
• Reporting overview
• Stories overview
• Open Town Hall overview
• Workforce Planning Overview
Budget and OpenGov will build out examples of best practices for budgeting
Workforce solutions:
Solution
Examples Operating
• 2 budget instances in OpenGov
• 2 proposals for each budget instance(Traditional and OpenGov)
• 3 budget reports
o Operating Budget Development
o Operating Budget Details
o Operating Budget Categories
• 1 budget story for review
Capital
• 1 budget instances in OpenGov
• 2 proposals
• 3 budget reports
o Capital Budget Development
o Capital Budget Details
o Capital Budget Categories
• 1 capital story for review
Workforce Planning Shell
• 4 Standard cost elements
o Wages
o Insurance
o Retirement
o Taxes
Online Budget OpenGov will build out:
Book Examples • Look and feel of Online Budget Book
• Best practice templates for:
o Table of Contents
o Budget message
o Introduction
o Revenue and Expenditure Assumptions
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o Budget Summary
o Departmental Information
o Debt
8.2.2.2. Best Practices
Functionality Description
Overview of OpenGov assesses and identifies how best to configure and map data
Best Practice to ensure success based on materials provided by Customer.
Budget and The Implementation Analyst will conduct a review of the examples
Workforce created and work with the customer to confirm a budget format on
Solution which to move forward.
Online Budget The Implementation Analyst will conduct review of Online Budget Book
Book Solution templates and work with Customer to confirm format and approach.
Solution OpenGov will present a solution document to be mutually agreed upon
Document prior to beginning configuration.
$.2.2.3. Configure
Functionality Description
Base Budget OpenGov will configure and upload Customer's base budget file into
File OpenGov.
Budget Based on the Review and Confirmation phase OpenGov OpenGov will
Configuration set up Customer's preferred budget format:
Operating
• 1 Budget instance
• 2 Proposals(Department)
• Corresponding worksheets(single,fund,division,or function)
• 1 standard budget Story template
Capital
• 1 Budget instance
• 2 Proposals(Department or Project)
• Corresponding worksheets(single,fund,division,or function)
• 1 standard capital Story template
Based on the review of the Workforce Planning Shell and with the
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guidance of the Implementation Analyst,Customer will:
• Buildout remaining cost elements
• Populate position template
• Validate Workforce calculation
Budget OpenGov will hold working sessions between the Implementation
Configuration Analyst and Customer for the purpose of validating,reviewing,and
Working iterating upon draft budget instances.Session will focus on:
Sessions • Set up
• Structure
• Workflow
• User access
Administrator OpenGov will provide 1,60-Minute training sessions to enable
Budget Customer's Budget Administrators to manage and maintain their
Management OpenGov budgets including:
Training • User access
• Approval workflow
• Cloning
• Phases
• Proposal status
Dataset and OpenGov will set up 1 export and dataset view to enable budget reports
View
Configuration
Budget OpenGov will set up 6 budget reports to include:
Report(s)
Operating
• Operating Budget Milestones
• Operating Budget Development
• Operating Budget Details
• Operating Budget Categories
Capital
• Capital Budget Development
• Capital Budget Details
• Capital Budget Categories
• Capital Plan Report
Budget OpenGov will provide 1,60-Minute training sessions to enable
Exports and Customer to own, manage and maintain their OpenGov Budget Data
Reporting and Reports including:
Training • Exports
• Dataset views
• Reports
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Online Budget OpenGov will setup 3 OpenGov standard Online Budget Book templates
Book chosen from examples defined above,including 1 completed story from
Configuration 1 template
and Training • Administrator training
Session o One 60-Minute session for training:
• Using and Copying Templates
• How Datasets and Reports work in Stories
• How the Online Budget Book works with
Transparency Portal
• Preparing for updating and ongoing use
• OpenGov will provide working sessions for OpenGov to consult
with Customer on Online Budget Book, scheduled as needed.(Not
to exceed more than 10 sessions unless agreed upon by openGov
Project Manager and Customer.)
Customer administrators will set up additional project story shells and
corresponding project users,and admins/users will add content
8.2.2.4. Validation
Functionality Description
Validation of The OpenGov Project Manager and Analyst will confirm with
Configured Customer's Project Lead that all budget proposals are configured
Budgets properly based on the agreed upon format.
8.2.2.5. Deploy
Functionality Description
Sign Off Customer will provide written sign off that all Budgets and reports have
been configured based on agreed upon formats.
8.3. Financial Integrations
8.3.1. Financial Integration Deliverables
Functionality Description
Financial OpenGov will work with Customer's IT Staff and Project Team to setup a
Integration one way data integration from Tyler Munis to OpenGov
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8.3.2. Financial Integration Tasks
The tasks listed below are required for OpenGov and Customer to successfully complete the
Financial Integrations with OpenGov.
8.3.2.1. Initiate
Functionality Description
Solution OpenGov will review the proposed solution with Customer
Review • Functionalities to be Integrated
o Actuals(Revenue and Expenses)
o Budget
• Integration Approach
o Database Connect/Agent Install
o SFTP(File Transfer)
• OpenGov Assumes:
o The data will be linked to the Customer's COA.
o Integration is unidirectional from the Customer's
accounting software into OpenGov.
Data Files Customer will provide the data in the required format associated with
[SFTP] the functionalities
• Data Files for Historical Years
• Data Files for Current Year
• Automate the file transfers into the OpenGov SFTP location
Data Analysis OpenGov will perform the data analysis
• To align with the required functionalities
• To align with the COA
8.3.2.2. Configuration
Functionality Description
Integration OpenGov will perform the following
Setup • Installation of Agent(Database Integrations)
• Database View Deployment(Database Integrations)
• SFTP Setup(SFTP Data Migrations)
• Sample File Format(SFTP Data Migrations)
• OpenGov Assumes:
o OpenGov will require assistance from Customer to
understand source system specific customizations and
configurations when building the data extract.When
OpenGov is not able to access or extract data as per
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requirements,Customer should provide the data files in
CSV format into OpenGov FTP Location.
o When the source accounting software is hosted by a third
party vendor on behalf of Customer,Customer is
responsible for brokering OpenGov's access to
Customer's data residing at the vendor's premises in
accordance with OpenGov's data formatting
requirements.
Configuration OpenGov will perform the Configuration to
and Testing • Extract,Transform (when required)and load the data
• Build Reports for the required functionalities
• Initial validation of data
8,3 23, 1/Ada-bun
Functionality Description
Data Validation OpenGov team to work with Customer to
• Validate the historical data
• Validate the current year data
• OpenGov Assumes:
o Customer will provide data to validate against(PDF
Export). Data should be received prior to the start of the
integration.
o OpenGov will perform the validation for data accuracy for
the Integration,working jointly with Customer team to
approve the Financial Integration data.
8.3.2.4. Deploy
Functionality Description
Deployment OpenGov will perform the Configuration to
and Wrap Up • Schedule the current year data load
• Train the administrators
• Monitor the data load
Sign Off Customer will complete OpenGov-provided sign off document
acknowledging
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• Accuracy of the data for historical years and current year
associated with the functionalities
• Accuracy Reports associated with the functionalities
• Adequately trained on the Integration Functionalities
9. Acceptance
9.1. Acceptance Process
All Deliverables require acceptance from the Customer Project Manager(s) following the
completion of Deliverables and upon Project Closure. Customer is responsible for
conducting any additional review or testing of such Deliverable pursuant to any applicable
mutually agreed upon acceptance criteria agreed upon by the parties for such Deliverable.
Upon completion of these phases, the OpenGov Project Manager shall notify the Customer
Project Manager(s)and provide the necessary documents for review and sign off.
The following process will be used for accepting or acknowledging Deliverables and Project
Closure:
• OpenGov shall submit the completed Deliverables to Customer to review or test
against the applicable acceptance criteria. Customer shall notify OpenGov promptly
of its acceptance or rejection in accordance with the agreed upon acceptance
criteria.
• Customer must accept all Deliverables that meet the applicable acceptance criteria.
OpenGov Project Manager will provide the Customer Project Manager with the
OpenGov Acceptance form to sign off on the Deliverable and project. Once all
Deliverables required to meet a particular phase have been accepted or are deemed
accepted,the phase shall be deemed complete.
• Upon completion of the phase or project, OpenGov allows Customer 10 business
days to communicate that the particular Deliverable(s) does not meet Customer's
requirements. Failure to communicate that the particular Deliverable(s) does not
meet Customer's requirements will be deemed as acceptance and any further work
provided to remedy Customer's complaint might incur additional cost.
• Customer shall provide to OpenGov a written notice detailing the reasons for
rejection and the nature of the failure to meet the acceptance criteria.OpenGov shall
make best effort to revise the non-conforming Deliverable(s)to meet the acceptance
criteria and re-submit it to Customer for further review and testing.
• If the acceptance form is not received in accordance with Section 7 General Project
Assumptions, the project phase and/or project will be considered accepted and
automatically closed.
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9.2. Acceptance Requirements
• All acceptance milestones and associated review periods will be tracked on the
project plan.
• The Customer Project Manager will have decision authority to approve/reject all
project Deliverables, Phase Acceptance and Project Acceptance.
• Any open issues shall receive a response in accordance with Section 7 General
Assumptions of this SOW following the Validation Acceptance review,or as mutually
agreed upon between the parties,for resolution prior to advancing on in the project.
• Both OpenGov and Customer recognize that failure to complete tasks and respond
to open issues may have a negative impact on the project.
• For any tasks not yet complete, OpenGov and/or Customer will provide sufficient
resources to expedite completion of tasks to prevent negatively impacting the
project.
10. Change Management
This SOW and related efforts are based on the information provided and gathered by
OpenGov. Customer acknowledges that changes to the scope may require additional effort
or time, resulting in additional cost. Any change to scope must be agreed to in writing or
email,by both Customer and OpenGov,and documented as such via a:
• Change Order- Work that is added to or deleted from the original scope of this SOW.
Depending on the magnitude of the change, it may or may not alter the original
contract amount or completion date and be paid for by Customer. Changes might
include:
o Timeline for completion
o Sign off process
o Cost of change and Invoice timing
o Signed by OpenGov and Customer Executives approving funds.
Change documentation will be mutually agreed upon as defined in Section 7 General
Assumptions of this SOW. Should that not occur, the change will be added to the next
Executive Sponsor agenda for closure.
Example of changes that might arise during a deployment:
• Amending the SOW to correct an error.
• Extension of work as the complexity identified exceeds what was expected by
Customer or OpenGov.
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• Change in type of OpenGov resources to support the SOW. For example Subject
Matter Experts to address simplifying Chart of Account structure.
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BOCC AGENDA ITEM SUMMARY
Resolution: BOCC Meeting Date: March 30, 2021
Suggested Wording for Agenda Item: Agenda Type: Deliberation
Ratifying an agreement with OpenGov Inc. for software services
Contact: Becky Butler Phone: 360-740-1198
Department: BUD - Budget
Description:
This resolution will ratify a five year agreement for OpenGov software Services.
Approvals: Publication Requirements:
Publications:
User Status
Amber Smith Pending
PA's Office Pending
Additional Copies: Cover Letter To:
Erik Martin, Becky Butler and Steve Wohld