13 Attachment 1 - Agreement for Services with Exhibit APage 1 of 8
Agreement for Services
OpenGov, Inc.
AGREEMENT FOR SERVICES
THIS AGREEMENT is dated for identification this 1st day of November 2023 and is made by and
between TOWN OF LOS GATOS, a California municipal corporation, (“Town”) and OpenGov, Inc.
(“Service Provider”), identified as a C Corporation and whose address is PO Box 41340 San Jose, CA
95160. This Agreement is made with reference to the following facts.
I.RECITALS
1.1 Town desires to engage Service Provider as the sole provider for the services described in
this Agreement and the Service Provider was found to be a responsible supplier for these
services.
1.2 Service Provider represents and affirms that it is willing to perform the desired work
pursuant to this Agreement.
1.3 Town desires to engage Service Provider to provide additional service for E-Procurement
and Contract Management.
1.4 Service Provider warrants it possesses the distinct professional skills, qualifications,
experience, and resources necessary to timely perform the services described in this
Agreement. Service Provider acknowledges Town has relied upon these warranties to retain
Service Provider.
II.AGREEMENT
2.1 Scope of Services. Service Provider shall provide services as described in that certain
Proposal sent to the Town on November 2, 2023, which is hereby incorporated by reference
and attached as Exhibit A.
2.2 Term and Time of Performance. The effective date of this Agreement shall begin
December 30, 2023, until December 29, 2024.
2.3 Sole Responsibility. Service Provider shall be responsible for employing or engaging all
persons necessary to perform the services under this Agreement.
2.4 Intentionally omitted.
2.5 Compensation: Compensation for services in the amount not to exceed $31,644, inclusive
of all costs. Payment shall be based upon Town approval of each task.
2.6 Billing. Billing shall be annually by invoice within thirty (30) days of the execution of this
Agreement.
ATTACHMENT 1
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Agreement for Services
OpenGov, Inc.
Payment shall be net thirty (30) days. All invoices and statements to the Town shall be
addressed as follows:
Invoices:
Town of Los Gatos
Attn: Accounts Payable
P.O. Box 655
Los Gatos, CA 95031-0655
kbuch@losgatosca.gov
2.7 Availability of Records. Service Provider shall maintain the records supporting this billing for
not less than three years following completion of the work under this Agreement. Service
Provider shall make these records available to authorized personnel of the Town at the
Service Provider offices during business hours upon written request of the Town.
2.8 Assignability and Subcontracting. The services to be performed under this Agreement are
unique and personal to the Service Provider. No portion of these services shall be assigned
or subcontracted without the written consent of the Town.
2.9 Independent Contractor. It is understood that the Service Provider, in the performance of
the work and services agreed to be performed, shall act as and be an independent
contractor and not an agent or employee of the Town. As an independent contractor he/she
shall not obtain any rights to retirement benefits or other benefits which accrue to Town
employee(s). With prior written consent, the Service Provider may perform some
obligations under this Agreement by subcontracting, but may not delegate ultimate
responsibility for performance under this Agreement. Service Provider agrees to testify in
any litigation brought regarding the subject of the work to be performed under this
Agreement. Service Provider shall be compensated for its costs and expenses in preparing
for, traveling to, and testifying in such matters at its then current hourly rates of
compensation, unless such litigation is brought by Service Provider or is based on allegations
of Service Provider's negligent performance or wrongdoing.
2.10 Conflict of Interest. Service Provider understands that its professional responsibilities are
solely to the Town. The Service Provider has and shall not obtain any holding or interest
within the Town of Los Gatos. Service Provider has no business holdings or agreements with
any individual member of the Staff or management of the Town or its representatives nor
shall it enter into any such holdings or agreements. In addition, Service Provider warrants
that it does not presently and shall not acquire any direct or indirect interest adverse to
those of the Town in the subject of this Agreement, and it shall immediately disassociate
itself from such an interest, should it discover it has done so and shall, at the Town's sole
discretion, divest itself of such interest. Service Provider shall not knowingly and shall take
reasonable steps to ensure that it does not employ a person having such an interest in this
performance of this Agreement. If after employment of a person Service Provider discovers
it has employed a person with a direct or indirect interest that would conflict with its
performance of this Agreement Service Provider shall promptly notify Town of this
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Agreement for Services
OpenGov, Inc.
employment relationship, and shall, at the Town's sole discretion, sever any such
employment relationship.
2.11 Equal Employment Opportunity. Service Provider warrants that it is an equal opportunity
employer and shall comply with applicable regulations governing equal employment
opportunity. Neither Service Provider nor its subcontractors do and neither shall
discriminate against persons employed or seeking employment with them on the basis of
age, sex, color, race, marital status, sexual orientation, ancestry, physical or mental
disability, national origin, religion, or medical condition, unless based upon a bona fide
occupational qualification pursuant to the California Fair Employment & Housing Act.
III. INSURANCE AND INDEMNIFICATION
3.1 Minimum Scope of Insurance:
i. Service Provider agrees to have and maintain, for the duration of the
contract, General Liability insurance policies insuring him/her and his/her
firm to an amount not less than: two million dollars ($2,000,000) aggregate
for bodily injury, personal injury and property damage.
ii. Service Provider agrees to have and maintain for the duration of the contract,
an Automobile Liability insurance policy ensuring him/her and his/her staff
to an amount not less than one million dollars ($1,000,000) combined single
limit per accident for bodily injury and property damage.
iii. Service Provider shall provide to the Town all certificates of insurance, with
endorsements effecting coverage. Service Provider agrees that all
certificates and endorsements are to be received by the Town before work
commences.
General Liability:
i. The Town, its elected and appointed officials, employees, and agents are
added as additional insured for commercial general liability coverage for
activities performed by the Service Provider.
ii. The Service Provider's insurance coverage shall be primary insurance as
respects the Town, its elected and appointed officials, employees and agents
for services supplied by Service Provider. Any insurance or self-insurances
maintained by the Town, its officers, officials, or employees shall be excess
of the Service Provider's insurance and shall not contribute with it.
iii. Intentionally omitted.
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Agreement for Services
OpenGov, Inc.
iv. The Service Provider's insurance shall apply separately to each insured
against whom a claim is made or suit is brought, except with respect to the
limits of the insurer's liability.
3.2 All Coverages. Each insurance policy required in this item shall be endorsed to state that
coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except
after thirty (30) days' prior written notice has been given to the Town. Current certification
of such insurance shall be kept on file at all times during the term of this agreement with
the Town Clerk.
3.3 Workers’ Compensation. In addition to these policies, Service Provider shall have and
maintain Workers' Compensation insurance as required by California law and shall provide
evidence of such policy to the Town before beginning services under this Agreement.
Further, Service Provider shall ensure that all subcontractors employed by Service Provider
provide the required Workers' Compensation insurance for their respective employees.
3.4 Indemnification. The Service Provider shall save, keep, hold harmless and indemnify and
defend the Town its elected and appointed officials, agents, and employees from all
damages, liabilities, penalties, costs, or expenses in law or equity that may at any time arise
or be set up because of damages to property or personal injury received by reason of an
uncured material breach of the Agreement due to the grossly negligent act or omissions of
the Service Provider, or any of the Service Provider's officers, employees, or agents or any
subcontractor.
IV. GENERAL TERMS
4.1 Waiver. No failure on the part of either party to exercise any right or remedy hereunder
shall operate as a waiver of any other right or remedy that party may have hereunder, nor
does waiver of a breach or default under this Agreement constitute a continuing waiver of
a subsequent breach of the same or any other provision of this Agreement.
4.2 Governing Law. This Agreement, regardless of where executed, shall be governed by and
construed to the laws of the State of California. Venue for any action regarding this
Agreement shall be in the Superior Court of the County of Santa Clara.
4.3 Termination of Agreement. 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 (10 days in the case of non-payment), the non-breaching party may
terminate this Agreement.
4.4 Amendment. No modification, waiver, mutual termination, or amendment of this
Agreement is effective unless made in writing and signed by the Town and the Service
Provider.
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Agreement for Services
OpenGov, Inc.
4.5 Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be
entitled to reasonable attorney's fees, including costs of appeal.
4.6 Notices. Any notice required to be given shall be deemed to be duly and properly given if
mailed postage prepaid, and addressed to:
Town of Los Gatos
Attn: Town Clerk
110 E. Main Street
Los Gatos, CA 95030
OpenGov, Inc
PO Box 41340
San Jose, CA 95160
or personally delivered to Service Provider to such address or such other address as
Service Provider designates in writing to Town.
4.7 Order of Precedence. In the event of any conflict, contradiction, or ambiguity between the
terms and conditions of this Agreement in respect of the Products or Services and any
attachments to this Agreement, then the terms and conditions of this Agreement shall
prevail over attachments or other writings.
4.8 Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and
exclusive statement of the Agreement between the Town and Service Provider. No terms,
conditions, understandings or agreements purporting to modify or vary this Agreement,
unless hereafter made in writing and signed by the party to be bound, shall be binding on
either party.
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Agreement for Services
OpenGov, Inc.
IN WITNESS WHEREOF, the Town and Service Provider have executed this Agreement.
Town of Los Gatos by:
Laurel Prevetti, Town Manager
Recommended by:
Nicolle Burnham
Director of Parks and Public Works
OpenGov, Inc by:
Sam Kramer, VP Finance
Approved as to Form:
_____________________________________
Gabrielle Whelan, Town Attorney
Attest:
______________________________________
Wendy Wood, CMC, Town Clerk
https://opengov.com | 1
Order Form Number:
Created On:
Quote Expiration Date:
Subscription Start Date:
Subscription End Date:
Q012493
November 2, 2023
November 30, 2023
December 30, 2023
December 29, 2024
Prepared By:
Email:
Contract Term:
OpenGov Inc.
6525 Crown Blvd #41340
San Jose, CA 95160
United States
Nick Jin
njin@opengov.com
12 Months
Customer Information
Customer:
Bill To/Ship To:
Town of Los Gatos, CA
110 E. Main St
Los Gatos, CA US
Contact Name:
Email:
Phone:
Kinjal Buch
kbuch@losgatosca.gov
408-399-5756
Order Details
Billing Frequency: Annual Payment Terms: Net 30
SOFTWARE SERVICES:
Product / Service Interval Start Date Interval End Date Interval Fee
OpenGov Procurement December 30, 2023 December 29, 2024 $16,594.00
Total Amount $16,594.00
PROFESSIONAL SERVICES:
Product / Service Start Date Total Amount
Professional Services Deployment - Fixed Fee December 30, 2023 $15,050.00
Services Total Amount $15,050.00
Order Form Legal Terms
This Order Form is entered into between OpenGov, Inc. (“OpenGov”), and you, the entity identified above (“Customer”), as of the date of the last signature below ("Effective Date"). This Order Form includes and incorporates the OpenGov Software Services
Agreement, signed between the parties on July 27, 2023 (“SSA”), the attached Agreement for Services, and the attached Statement of Work (“SOW”), combined, the documents are the "Agreement".
Compensation for services in this Order Form in the amount not to exceed $31,644, inclusive of all costs.
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, Customer acknowledges and agrees to be legal bound by this Order Form and all documents incorporated into this Order Form.
Town of Los Gatos, CA
Signature: \s1\
OpenGov, Inc.
Signature: \s2\
Name: \n1\
Title: \t1\
Date: \d1\
Name: \n2\
Title: \t2\
Date: \d2\
EXHIBIT A
StatementofWork
TownofLosGatos,CA
CreationDate:10/20/2023
Document Number:PS-03827
VersionNumber: 2
Createdby: JenniferNordin
2023 Statement of Work v1.1.1
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Table ofContents
1.OverviewandApproach 3
1.1.Agreement 3
2.StatementofWork 3
2.1.ProjectScope 3
2.2.FacilitiesandHoursofCoverage 4
2.3.KeyAssumptions 4
2.4.OpenGovResponsibilities 4
2.4.1.Activity1–ProjectManagement 4
2.4.2.Activity2–Initialization 5
2.4.3.Activity3–OpenGovUseCases 5
2.4.4.Activity4–Training 6
2.5.YourResponsibilities 6
2.5.1.YourProjectManager 7
2.6.CompletionCriteria 7
2.7.EstimatedSchedule 7
2.8.IllustrativeProjectTimelines 8
2.9.Charges 8
2.10.OfferExpirationDate 8
AppendixA:EngagementCharter 9
A-1:CommunicationandEscalationProcedure 9
A-2:ChangeOrderProcess 9
A-3:DeliverableMaterialsAcceptanceProcedure 10
AppendixB:ImplementationActivities 11
B-1:OpenGovProcurementSuite 11
AppendixC:TechnicalRequirements 15
C-1:OpenGovProcurementSuite 15
2023 Statement of Work v1.1.1
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1. OverviewandApproach
1.1. Agreement
ThisStatementofWork(“SOW”)identifiesservicesthatOpenGov,Inc.(“OpenGov”or“we”)will
performforTownofLosGatos,CA(“Customer”or“you”)pursuanttothatorderforProfessional
ServicesenteredintobetweenOpenGovandtheCustomer(“OrderForm”)whichreferencesthe
MasterServicesAgreementorotherapplicableagreemententeredintobytheparties(the
“Agreement”).
●CustomeracknowledgesandagreesthatthisStatementofWorkissubjecttothe
confidentialityobligationssetforthintheAgreementbetweenOpenGovandCustomer.
●TheDeliverableslistedinAppendixBarethesinglesourceofthetruthofthedeliverablesto
beprovided.
●Customer’suseoftheProfessionalServicesisgovernedbytheAgreementandnotthis
SOW.
●UponexecutionoftheOrderFormorotherdocumentationreferencingtheSOW,thisSOW
shallbeincorporatedbyreferenceintotheAgreement.
●IntheeventofanyinconsistencyorconflictbetweenthetermsandconditionsofthisSOW
andtheAgreement,thetermsandconditionsofthisSOWshallgovernwithrespecttothe
subjectmatterofthisSOWonly.Unlessotherwisedefinedherein,capitalizedtermsusedin
thisSOWshallhavethemeaningdefinedintheAgreement.
●ThisSOWmaynotbemodifiedoramendedexceptinawrittenagreementsignedbyaduly
authorizedrepresentativeofeachparty.
●OpenGovwillbedeployedasis,Customerhasaccesstoallfunctionalityavailableinthe
currentrelease.
2. StatementofWork
ThisSOWislimitedtotheImplementationoftheOpenGovProcurementsuiteasdefinedinthe
OpenGovResponsibilitiessectionofthisdocument (Section2.5).Anyadditionalservicesor
supportwillbeconsideredoutofscope.
2.1. ProjectScope
Underthisproject,OpenGovwilldelivercloudbasedProcurementsolutionstohelpthe
Customerpoweramoreeffectiveandaccountablegovernment.OpenGov'sestimated
chargesandschedulearebasedonperformanceoftheactivitieslistedinthe“OpenGov
Responsibilities”sectionbelow. Deviationsthatariseduringtheprojectwillbemanaged
throughtheproceduredescribedinAppendixA-2:ProjectChangeControlProcedure,and
mayresultinadjustmentstotheProjectScope,EstimatedSchedule,Chargesandother
terms. Theseadjustmentsmayincludechargesonatime-and-materialsor fixed-feebasis
usingOpenGov’sstandardratesineffectfromtimetotimeforanyresultingadditionalwork
orwaitingtime.
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2.2. FacilitiesandHoursofCoverage
OpenGovwill:
A. PerformtheworkunderthisSOWremotely,exceptforanyproject-relatedactivity
whichOpenGovdetermineswouldbebestperformedatyourfacilityinorderto
completeitsresponsibilitiesunderthisSOW.
B. ProvidetheServicesunderthisSOWduringnormalbusinesshours,8:30amto
6:00pmlocaltime,MondaythroughFriday,exceptholidays.
C. UsepersonnelandresourceslocatedacrosstheUnitedStates,andmayalso
includeOpenGov-trainedsta ngcontractorstosupportthedeliveryofservices.
2.3. KeyAssumptions
TheSOWandOpenGovestimatesarebasedonthefollowingkeyassumptions.Deviations
thatariseduringtheproposedprojectwillbemanagedthroughtheProjectChangeControl
Procedure(seeAppendixA-2),andmayresultinadjustmentstotheProjectScope,
EstimatedSchedule,Charges,andotherterms.
Per
A. TheOpenGovSuitesarenotcustomizedbeyondcurrentcapacitiesbasedonthe
latestreleaseofthesoftware.
B. IndividualsoftwaremodulesareconfiguredbasedondiscussionsbetweenOpenGov
andCustomer.
C. ProcurementSuite
i. Customerwillprovidecompleteandcorrectboilerplatelanguagefor
solicitationandcontracttemplateswithintwo(2)weeksimmediately
followingthekick-offmeeting.
ii. OpenGovtemplateconfigurationwillincludeuptoone(1) solicitation
templatesanduptoone(1)contracttemplates(SeeAppendixBforlist).
iii. Customerwillprovideacompleteandaccuratecontractslogandvendorlist
forimporttoOpenGov.
2.4.OpenGovResponsibilities
2.4.1. Activity1–ProjectManagement
OpenGovwillprovideprojectmanagementfortheOpenGovresponsibilitiesinthisSOW.
ThepurposeofthisactivityistoprovidedirectiontotheOpenGovprojectpersonnelandto
provideaframeworkforprojectplanning,communications,reporting,proceduraland
contractualactivity. Thisactivityiscomposedofthefollowingtasks:
Planning
OpenGovwill:
A. reviewtheSOW,contractandprojectplanwithCustomer’sProjectManagerandkey
stakeholderstoensurealignmentandagreedupontimelines;
B. maintainprojectcommunicationsthroughyourProjectManager;
C. establishdocumentationandproceduralstandardsfordeliverableMaterials;and
2023 Statement of Work v1.1.1
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D. assistyourProjectManagertoprepareandmaintaintheprojectplanforthe
performanceofthisSOWwhichwillincludetheactivities,tasks,assignments,and
projectmilestones.
ProjectTrackingandReporting
OpenGovwill:
A. reviewprojecttasks,schedules,andresourcesandmakechangesoradditions,as
appropriate. Measureandevaluateprogressagainsttheprojectplanwithyour
ProjectManager;
B. workwithyourProjectManagertoaddressandresolvedeviationsfromtheproject
plan;
C. conductregularlyscheduledprojectstatusmeetings;and
D. administertheProjectChangeControlProcedurewithyourProjectManager.
CompletionCriteria:
Thisisanon-goingactivitywhichwillbeconsideredcompleteattheendoftheServices
DeliverableMaterials:
●Weeklystatusreports
●Projectplan
●ProjectCharter
●Risk,Action,IssuesandDecisionsRegister(RAID)
2.4.2. Activity2–Initialization
OpenGovwillprovidethefollowing:
A. CustomerEntityconfiguration
B. SystemAdministratorscreation
C. SolutionBlueprintcreation
D. DataValidationstrategyconfirmation
CompletionCriteria:
Thisactivitywillbeconsideredcompletewhen:
●CustomerEntityiscreated
●SystemAdministratorshaveaccesstoCustomerEntity
●SolutionBlueprintispresentedtoCustomer
DeliverableMaterials:
●SolutionBlueprint
●Sign-offofInitialDraftSolutionBlueprint
2.4.3. Activity3–OpenGovUseCases
OpenGovwillprovidethefollowing:
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ProcurementUseCases
A. AutomateSolicitationDevelopment
B. EnhanceSupplierEngagementandCollaborativelyEvaluate+Award
C. MakeContractManagementCentralizedandProactive
CompletionCriteria:
Thisactivitywillbeconsideredcompletewhen:
ProcurementUseCases
●VendorPortalisconfigured
●VendorListisimported
●SolicitationTemplatesareconfigured
●IntakeRequestTemplateandWorkflowareconfigured
●ContractsLogisimported
●ContractTemplatesareconfigured
DeliverableMaterials:
●Formalsignoffdocument
2.4.4. Activity4–Training
Trainingwillbeprovidedininstructor-ledvirtualsessionsunlessotherwisespecifiedin
AppendixB.Foranyinstructor-ledvirtualsessions,theclasssizeisrecommendedtobe10,
forclasssizeslargerthan10itmaybenecessarytohavemorethanoneinstructor.
CompletionCriteria:
●Administratortrainingisprovided
●Agency-wideintaketrainingisprovided
DeliverableMaterials:
●Formalsignoffdocument
2.5. YourResponsibilities
Thecompletionoftheproposedscopeofworkdependsonthefullcommitmentand
participationofyourmanagementandpersonnel. Theresponsibilitieslistedinthissection
areinadditiontothoseresponsibilitiesspecifiedintheAgreementandaretobeprovided
atnochargetoOpenGov. OpenGov'sperformanceispredicateduponthefollowing
responsibilitiesbeingmanagedandfulfilledbyyou. Delaysinperformanceofthese
responsibilitiesmayresultindelayofthecompletionoftheprojectandwillbehandledin
accordancewithAppendixA-1:ProjectChangeControlProcedure.
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2.5.1.Your Project Manager
Prior to the start of this project,you will designate a person called your Project Manager
who will be the focal point for OpenGov communications relative to this project and will
have the authority to act on behalf of you in all matters regarding this project.
Your Project Manager's responsibilities include the following:
A.manage your personnel and responsibilities for this project (for example:ensure
personnel complete any self-paced training sessions,configuration,validation or
user acceptance testing);
B.serve as the interface between OpenGov and all your departments participating in
the project;
C.administer the Project Change Control Procedure with the Project Manager;
D.participate in project status meetings;
E.obtain and provide information,data,and decisions within five (5)business days of
OpenGov’s request unless you and OpenGov agree in writing to a different response
time;
F.resolve deviations from the estimated schedule,which may be caused by you;
G.help resolve project issues and escalate issues within your organization,as
necessary;and
H.create,with OpenGov’s assistance,the project plan for the performance of this SOW
which will include the activities,tasks,assignments,milestones and estimates.
2.6.Completion Criteria
OpenGov will have fulfilled its obligations under this SOW when any of the following first
occurs:
A.OpenGov accomplishes the activities set forth in “OpenGov responsibilities”section
and delivers the Materials listed,if any;or
B.The End date is reached
2.7.Estimated Schedule
OpenGov will schedule resources for this project upon signature of the order form.Unless
specifically noted,the OpenGov assigned project manager will work with Customer Project
Manager to develop the project schedule for all requested deliverables under this SOW.
OpenGov reserves the right to adjust the schedule based on the availability of OpenGov
resources and/or Customer resources,and the timeliness of deliverables provided by the
Customer.
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The Services are currently estimated to start within two (2)weeksbutnolaterthanfour(4)
weeks fromsignaturesandhaveanestimatedenddateoffourmonthsafterprojectkickoff
(“EndDate”)oronotherdatesmutuallyagreedtobetweenyouandOpenGov.
2.8. IllustrativeProjectTimelines
Thetypicalprojecttimelinesareforillustrativepurposesonlyandmaynotreflectyouruse
cases.
2.9. Charges
TheServiceswillbeconductedonaFixedPricebasis.This fixedpriceisexclusiveofany
travelandlivingexpensesandotherreasonableexpensesincurredinconnectionwiththe
Services. Allchargesareexclusiveofanyapplicabletaxes.
2.10. OfferExpirationDate
Thisofferwillexpireon November30,2023unlessextendedbyOpenGovinwriting.
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Appendix A:Engagement Charter
A-1:Communication and Escalation Procedure
Active engagement throughout the implementation process is the foundation of a successful
deployment.To help assess progress,address questions,and minimize risk during the course of
deployment both parties agree to the following:
●Regular communication aligned to the agreed upon project plan and timing.
○OpenGov expects our customers to raise questions or concerns as soon as they
arise.OpenGov will do the same,in order to be able to address items when known.
●Executive involvement
○Executives may be called upon to clarify expectations and/or resolve confusion.
○Executives may be needed to steer strategic items to maximize the value through
the deployment.
●Escalation Process:
○OpenGov and Customer agree to raise concerns and follow the escalation process,
resource responsibility,and documentation in the event an escalation is needed to
support issues raised
●Identification of an issue impeding deployment progress,outcome or
capturing the value proposition,that is not acceptable.
●Customer or OpenGov Project Manager summarizes the problem statement
and impasse.
●Customer and OpenGov Project Managers jointly will outline solution,
acceptance or schedule Executive review.
●Resolution will be documented and signed off following Executive review.
●Phase Sign-Off
○OpenGov requests sign-offs at various stages during the implementation of the
project.Once the Customer has signed-off,any additional changes requested by
Customer on that stage will require a paid change order for additional hours for
OpenGov to complete the requested changes.
A-2:Change Order Process
This SOW and related efforts are based on the information provided and gathered by OpenGov.
Customers acknowledge that changes to the scope may require additional effort or time,
resulting in additional cost.Any change to scope must be agreed to in writing or email,by both
Customer and OpenGov,and documented as such via a:
●Change Order -Work that is added to or deleted from the original scope of this SOW.
Depending on the magnitude of the change,it may or may not alter the original contract
amount or completion date and be paid for by Customer.Changes might include:
o Timeline for completion
o Sign off process
o Cost of change and Invoice timing
o Amending the SOW to correct an error.
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o Extension of work as the complexity identified exceeds what was expected by
CustomerorOpenGov.
o ChangeintypeofOpenGovresourcestosupporttheSOW.
A-3:DeliverableMaterialsAcceptanceProcedure
DeliverableMaterialsasdefinedhereinwillbereviewedandacceptedinaccordancewiththe
followingprocedure:
●ThedeliverableMaterialwillbesubmittedtoyourProjectManager.
●YourProjectManagerwillhavedecisionauthoritytoapprove/rejectallprojectCriteria,
PhaseAcceptanceandEngagementAcceptance.
●Within five(5)businessdaysofreceipt,yourProjectManagerwilleitheracceptthe
deliverableMaterialorprovideOpenGov’sProjectManagerawrittenlistofrequested
revisions.IfOpenGovreceivesnoresponsefromyourProjectManagerwithin five(5)
businessdays,thenthedeliverableMaterialwillbedeemedaccepted.Theprocesswill
repeatfortherequestedrevisionsuntilacceptance.
●Allacceptancemilestonesandassociatedreviewperiodswillbetrackedontheproject
plan.
●Both OpenGov and Customer recognize that failure to complete tasksandrespondtoopen
issuesmayhaveanegativeimpactontheproject.
●For any tasks not yet complete, OpenGovand/orCustomerwillprovidesu cientresources
toexpeditecompletionoftaskstopreventnegativelyimpactingtheproject.
●AnyconflictarisingfromthedeliverableMaterialsAcceptanceProcedurewillbeaddressed
asspecifiedintheEscalationProceduresetforthinAppendixA-1.Assetforthinthe
“CustomerDelays”provisionoftheAgreement,ifthereareextendeddelays(greaterthan10
businessdays)inCustomer’sresponseforrequestedinformationordeliverable;OpenGov
mayopttoputtheprojectonan"OnHold"status.AftertheCustomerhasfulfilledits
obligations,ProfessionalServicescanberesumedandtheprojectwillbetakenoffthe
"On-Hold"status.
●Puttingaproject“onHold”mayhaveseveralramificationsincluding,butnotrestricted,to
thefollowing:
○ProfessionalServicestothecustomercouldbestopped;
○Delaytoanyagreedtimelines;or
○NothavingthesameProfessionalServicesteamassigned.
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Appendix B:Implementation Activities
B-1:OpenGov Procurement Suite
Instance Creation
Procurement Suite
Description OpenGov Responsibilities Customer Responsibilities
Website Instance
Creation
OpenGov will:
●Build customer portal and
upload Customer’s logo.
Customer will:
●Provide logo.
●Confirm access to the Portal.
Technical Project Review
Description OpenGov Responsibilities Customer Responsibilities
Technical Project
Review
OpenGov will:
●Provide up to one (1)two-hour
working session at the
beginning of the project to:
o Finalize list of
templates
o Review technical
requirements
o Provide documentation
on requirements and
processes
OpenGov Assumptions:
●Boilerplate language will be
provided within two (2)weeks
immediately following the
kick-off meeting.
Customer will:
●Identify relevant participants
for attendance.
●Confirm deliverables.
●Gather and provide relevant
data for the project.
Supplier Engagement,Evaluation and Award Configuration
Description OpenGov Responsibilities Customer Responsibilities
Vendor Portal OpenGov will:Customer will:
●Allocate resources to create
the Vendor Portal.
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●Provide the Customer with
iframe code and documentation
to create the Vendor Portal.
●Import the list of vendors
provided by Customer.
OpenGov Assumptions:
●Customer will provide a
complete and accurate vendor
list for import to OpenGov.
OpenGov clean up/correction of
imported files are not included
in the scope of this project.
●Provide vendor email list and
send vendor email/letter.
●Ensure that Vendor Portal
will be active before
OpenGov begins
configuration of templates
or the Solicitation
Development phase.
Generic Template OpenGov will:
●Deploy generic templates
●Provide OpenGov's “Paper to
Paperless Language Transition
Guide”to assist transition from
paper to electronic.
Customer will:
●Provide a copy of the next
solicitation document.
●Provide information to
complete the generic
solicitation upload template
including forms and an
example recent solicitation.
●Provide the category code
set used by the agency
(NIGP,NAICS,or UNSPSC).
Solicitation Development Configuration
Description OpenGov Responsibilities Customer Responsibilities
Solicitation
Development
Solution
OpenGov will:
●Review and confirm the
Solicitation Templates and
forms provided by Customer.
●Work with Customer to design
and get sign off on the first
template.
●Following the sign off of the
first template,configure the
remaining templates in the
system.
OpenGov Assumptions:
Customer will:
●Provide templates with
standard boilerplate
language.
●Provide forms associated
with solicitation templates.
●Provide admin documents.
●Select the first solicitation
type (usually ITB or RFP),to
work with OpenGov for the
design
●Sign off on the first
template before beginning
the subsequent templates.
2023 Statement of Work v1.1.1
12
●OpenGov will configure up to
One (1)Solicitation
Template(s)with standard
boilerplate language:
○Request for Proposal
for Services
●Validate and provide signoff
on Solicitation Templates.
Intake Configuration
Description OpenGov Responsibilities Customer Responsibilities
Intake Process OpenGov will:
●Review current intake
Process.
●Perform basic intake
Training.
●Perform a gap analysis
●Configure “Review/
Approval”workflow
defaults for each
department.
●Build the Intake/Project
Request Template.
Customer will:
●Provide OpenGov with any
Intake/Project RequestForms
(templates)in current use.
●Validate and provide signoff on
Intake/Project Request
template.
Contract Management Configuration
Description OpenGov Responsibilities Customer Responsibilities
Create and Manage
Contracts
OpenGov will:
●Provide one (1)-one hour
Overview of the Contract
Management Solution to
Customer’s System
Administrator(s).
●Provide guidance and
instruction to System
Administrator on creating
and managing contracts.
Customer will:
●Attend scheduled System
Overview
●Create and manage contract
records in the system with
guidance from OpenGov.
Historical and/or
Active Contracts
OpenGov will:
●Provide a mapping
document for the metadata
of contracts to be uploaded
into the system.
Customer will
●Provide contract log per the
mapping document.
2023 Statement of Work v1.1.1
13
●Import the contract
records listed in the
contract log.
OpenGov Assumptions:
●Customer will provide a
complete and accurate
contracts log for import to
OpenGov.OpenGov clean
up/correction of imported
logs are not included in the
scope of this project.
Contract Template
Deployment
OpenGov will:
●Review &configure agreed
upon contract templates.
OpenGov Assumptions:
●OpenGov will configure up
to One (1)Contract
Template(s)with standard
boilerplate language:
○Services
Agreement
Customer will:
●Provide templates with
standard boilerplate language.
●Validate and provide signoff on
Contract templates.
Working Sessions and Trainings
Description OpenGov Responsibilities Customer Responsibilities
Procurement
Working Sessions
OpenGov will:
●Assign practice exercises
to Customer to gain
familiarization.
●Assist Customer during
first real-life solicitation
posting,and opening (if
during deployment).
●Respond to questions
regarding configured
system functionality.
Customer will:
●Complete practice exercises
to gain familiarization.
●Identify internal Admin Users
&security permissions for all
other users.
Procurement
Training
OpenGov will:
●Provide training on system
functionality.Topics
include:
Customer will:
●Attend training sessions as
scheduled by the Project
Manager and agreed to in the
Project Plan.
2023 Statement of Work v1.1.1
14
○Creating Bids with
Generic Templates
○Live Bid
Management &
Vendor Experience
○Evaluation and
Awarding
○Writing
Solicitations using
templates
○Contract Document
Developer Tools
○Intake Training and
Workflow
Appendix C:Technical Requirements
C-1:OpenGov Procurement Suite
Procurement Suite
Description Technical Requirements
Logo ●.png or .jpg file
●At least 300KB but not larger than 500KB
Vendor List ●Single Flat file
●.csv or .xlsx format
Historical/Active
Contracts
●Single Flat file
●.csv or .xlsx format
Templates with
boilerplate
language
●PDF or Word format
Intake/Project
Request Templates
●PDF or Word format
Admin Documents ●PDF or Word format
2023 Statement of Work v1.1.1
15