04 OpenGov Agreement ITEM IVO. 4.
IMEETTOWN OF LOS GATOS
ING DATE: 11/19/2024
exii
COUNCIL AGENDA REPORT ITEM NO: 4
DATE: November 14,2024
TO: Mayor and Town Council
FROM: Chris Constantin,Town Manager
SUBJECT: Authorize the Town Manager to Execute a One-Year Agreement for Services
with OpenGov, Inc. for Enterprise Asset Management System Services and
Procurement System Services Effective December 30, 2024,Through
December 29, 2025, for a Total Agreement Amount of$66,355.59 With Four
One-Year Options Thereafter
RECOMMENDATION:
Authorize the Town Manager to execute a one-year Agreement for Services with OpenGov, Inc.
(Attachment 1)for Enterprise Asset Management System Services and Procurement System
services effective December 30, 2024, through December 29, 2025, for a total agreement
amount of$66,355.59, with four one-year options thereafter.
BACKGROUND:
The Parks and Public Works Department (PPW) has been utilizing an Enterprise Asset
Management System (EAM) by Cartegraph since 2004. The Cartegraph Asset Management
Program allows for the day-to-day management of work activities by effectively logging and
tracking citizen requests, scheduling work orders, and tracking of assets and work history
throughout the Town. PPW currently tracks assets and work associated with facilities, parks,
streets, sidewalks, signs,and fleet. The system is essential in managing the work of the
department and identifying the needs of the Town's assets.
In July 2022, Cartegraph was acquired by OpenGov, Inc.
On November 6, 2023, the Town Council approved the purchase and implementation of
OpenGov's Procurement Suite to help PPW achieve efficiencies and time savings with more
PREPARED BY: Kinjal Buch
Senior Engineering Technician
Reviewed by: Town Manager,Assistant Town Manager, Town Attorney, Finance Director,and Parks and
Public Works Director
110 E. Main Street Los Gatos,CA 95030• (408)354-6832
Page 44 www.losgatosca.gov
PAGE 2 OF 2 1TEM NO.4.
SUBJECT: Authorize the Town Manager to Execute a Three-Year Agreement for Services
with OpenGov, Inc. for Enterprise Asset Management System Services and
Procurement System Services
DATE: November 14, 2024
collaboration, automation, and streamlined solicitation development using boilerplate
templates, and an extensive scope of work library, centralized contract management with
automatic reminders, and the ability to track spending, insurance, and change requests.
DISCUSSION:
The current contracts with both Cartegraph Enterprise Asset Management System services and
OpenGov Procurement Suite services are due to expire on December 30, 2024. Since both
services are now under the OpenGov suite of products, staff recommends that both
products/services be covered under one new contract effective December 30, 2024. The
agreement term is proposed for one year, with four one-year extensions, with commensurate
price increases after that time.
CONCLUSION:
Execution of this agreement will allow staff to continue the use of this important software
resource.
FISCAL IMPACT:
The Adopted Fiscal Year (FY) 2024/25 Parks and Public Works Operating Budget includes
sufficient funds to cover the contract in the amount of$66,355.59 for FY 2024/25.
Future Proposed Operating Budgets will include requests for funding for the contract per the
amounts listed above.
ENVIRONMENTAL ASSESSMENT:
This is not a project defined under CEO.A, and no further action is required.
Attachment:
1. Agreement for Services including Exhibit A (OpenGov Cost Proposal)
Page 45
/TEM NO.4.
AGREEMENT FOR SERVICES
PREAMBLE
THIS AGREEMENT is dated for identification on this 19th day of November 2024 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 660 3rd Street, Suite 100, San
Francisco CA 94107. This Agreement is made with reference to the following facts.
I. RECITALS
Town sought quotations for the services described in this Agreement,and Service Provider was
found to be the lowest responsible supplier for this purchase.
Service Provider represents and affirms that it is willing to perform the desired work pursuant
to this Agreement.
Town desires to engage Service Provider to provide new contract for Enterprise Asset
Management program (Cartegraph) services and Procurement Suite services provided by
OpenGov, Inc.
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. AGREEMENTS
2.1 Scope of Services. Service Provider shall provide services as described in that certain
Proposal Order Form for the period of December 30, 2024 through December 29, 2025 sent to
the Town on September 6, 2024, 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, 2024 through December 29, 2025, with four one-year options.
2.4 Sole Responsibility. Service Provider shall be responsible for employing or engaging all
persons necessary to perform the services under this Agreement.
2.5 Intentionally Omitted.
2.6 Compensation: Compensation for services for the dates December 30, 2024 to
December 29, 2025 are in the amount not to exceed $ $66,355.59, inclusive of all costs. All
invoice amounts, including exercised option years (pending budget appropriation and extension
of the agreement). Including option years, shall be invoiced in the amounts further described in
the applicable Order Form ("Exhibit A").
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Agreement for Services
Page 46 OpenGov, Inc. ATTACHMENT 1
/TEM NO.4.
2.7 Billing. Billing shall be annually by invoice within thirty (30) days of the execution of this
Agreement.
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
Email (preferred): AP@losgatosca.gov
2.8 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.
2.9 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, which shall not be unreasonably
withheld.
2.10 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 or assign or transfer interests 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.
2.11 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
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Agreement for Services
Page 47 OpenGov, Inc. ATTACHMENT 1
/TEM NO.4.
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 employment relationship, and
shall, at the Town's sole discretion, sever any such employment relationship.
2.12 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:
Service Provider agrees to have and maintain, for the duration of the
contract, General Liability insurance policies in an amount not less than: two
million dollars ($2,000,000) combined single limit per occurrence for bodily injury,
personal injury and property damage.
ii. Service Provider agrees to have and maintain,for the duration of the
contract, Cyber Liability insurance for limits no less than $2,000,000 per occurrence
or claim, and $4,000,000 in the aggregate.
• Coverage shall be sufficiently broad to respond to the duties and obligations
undertaken by Consultant in this contract.
• The policy(ies) shall include coverage for claims involving security breach,
business interruption, cyber extortion, infringement of intellectual property,
including but not limited to infringement of copyright, trademark, trade
dress, invasion of privacy violations, information theft, and damage to or
destruction of electronic information.
• The policy(ies) shall provide coverage for breach response costs as well as
regulatory fines and penalties as well as credit monitoring expenses with
limits sufficient to respond to these obligations.
iii. Service Provider agrees to have and maintain, for the duration of the
contract, Technology Errors and Omissions Liability insurance in an amount of
$2,000,000 per occurrence or claim, and $4,000,000 in the aggregate sufficient to
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Agreement for Services
Page 48 OpenGov, Inc. ATTACHMENT 1
/TEM NO.4.
insure Consultant for technological errors or omissions in the performance of the
particular scope of work under this contract.
iv. Service Provider shall provide to the Town all certificates of insurance,
with original endorsements effecting coverage. Service Provider agrees that all
certificates and endorsements are to be received and approved by the Town before
work commences.
3.2 General Liability:
The Town, its elected and appointed officials, employees, and agents are to
be covered as additional insureds as respects: commercial general liability policy to
cover liability arising out of activities performed by or on behalf of the Service
Provider.
The Service Provider's insurance coverage shall be primary insurance as
respects the Town, its elected and appointed officials, employees, and agents with
respect to this contract. 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.
Intentionally Omitted.
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.
3.3 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.
3.4 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. As required by the
State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less
than one million dollars ($1,000,000) per accident for bodily injury or disease.
3.5 Indemnification. The Service Provider shall save, keep, hold harmless and indemnify and
defend the Town its elected and appointed officials, agents, and employees ("Indemnitees")
from all third party claims for damages, liabilities, penalties, costs, or expenses (including
attorneys' fees) in law or equity that may at any time arise or be set up because of damages to
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Agreement for Services
Page 49 OpenGov, Inc. ATTACHMENT 1
/TEM NO.4.
property or personal injury received by reason of a material breach of this Agreement or in the
course of performing work which may be occasioned by a grossly negligent act or omissions of
the Service Provider, or any of the Service Provider's officers, employees, or agents or any
subcontractor. Service Provider's duty to indemnify and hold harmless Indemnitees shall not
apply to the extent such damages or liabilities are caused by the sole or active negligence or
willful misconduct of Indemnitees.
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.
Termination for Non-Appropriation of Funds. For any term after the first full year of this
Agreement, Town may terminate this Agreement if it does not appropriate funds to continue
this Agreement in a future fiscal year by providing notice in writing no less than 30 days before
the end of the then-current term. Such termination shall be effective upon the expiration of the
then-current term. To invoke termination under this section, Town must use good faith efforts
to secure the appropriate funds for the next year's fees.
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.
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
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Agreement for Services
Page 50 OpenGov, Inc. ATTACHMENT 1
/TEM NO.4.
OpenGov, Inc.
660 3rd Street, Suite 100
San Francisco CA 94107
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.
4.9 Severability. The unenforceability, invalidity or illegality of any provision(s) of this
Agreement shall not render the other provisions unenforceable, invalid or illegal.
4.10 Contract Interpretation. Each party acknowledges that it has reviewed this Agreement
and that the normal rule of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement.
4.11 Counterparts. The Parties may execute this Agreement in two or more counterparts,
which shall, in the aggregate, be deemed an original but all of which,together, shall constitute
one and the same instrument. A scanned, electronic, facsimile or other copy of a party's
signature shall be accepted and valid as an original.
4.12 Warranty of Authority. The signatories to this Agreement warrant and represent that
each is authorized to execute this Agreement and that their respective signatures serve to
legally obligate their respective representatives, agents, successors and assigns to comply with
the provisions of this Agreement.
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Agreement for Services
Page 51 OpenGov, Inc. ATTACHMENT 1
/TEM NO.4.
IN WITNESS WHEREOF, the Town and Service Provider have executed this Agreement.
Town of Los Gatos by: OpenGov, Inc. by:
Chris Constantin, Town Manager Sam Kramer, SVP of Finance
Recommended by:
Nicolle Burnham,
Director of Parks and Public Works
Approved as to Form:
Gabrielle Whelan, Town Attorney
Attest:
Wendy Wood, CMC, Town Clerk
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Agreement for Services
Page 52 OpenGov, Inc. ATTACHMENT 1
ITEM NO. 4.
"14) OPE OpenGov Inc.
660 3rd Street,Suite 100
San Francisco,CA 94107
United States
Order Form Number: OG-00CA2521
Created On: 4/12/2024 Prepared By: Marguerite Kuntz
Order Form Expiration: 7/30/2024 Email: renewals@opengov.com
Subscription Start Date: 7/31/2024 Contract Term: Prorated+12 Months
Subscription End Date: 12/29/2025
Customer Information -
Customer: Town of Los Gatos,CA Contact Name: Kinjal Buch
Bill To/Ship To: 110 E.Main St Email: kbuch@losgatosca.gov
Los Gatos,California 95030
United States
Order Details _Ai_ M
Billing Frequency:Annually in Advance
Payment Terms:Net Thirty(30)Days
SOFTWARE SERVICES:
Product/Service Start Date End Date Annual Fee
PRORATED TO ALIGN TO 12/30/2024 7/31/2024 12/29/2024 $2,916.67
Orange Advantage
ONE TIME CREDIT FOR PRORATED PERIOD
Orange Advantage 7/31/2024 12/29/2024 ($2,916.67)
OMS Plus,OMS User(25 Users),Internal Requests,Asset Condition Manager
and Adv Inspections,Automation Manager,Facilities Domain,Parks& 12/30/2024 12/29/2025 $48,600.01
Recreation Domain,Signal Domain,Stormwater Domain,Transportation
Domain,Walkability Domain,Systems Integration Support,Orange Advantage
OpenGov Procurement 12/30/2024 12/29/2025 $17,755.58
Annual Subscription Total: See Service Terms
Serivce Terms
Service Date: Amount:
July 31,2024 $0.00 (Prorated to Align to 12/30/2024+One Time Credit for Prorated Period)
December 30,2024 $66,355.59 (Annual Software Fee)
December 30,2025 $68,371.07 (Optional Auto Renewal Term 1)
December 30,2026 $73,157.04 (Optional Auto Renewal Term 2)
December 30,2027 $76,814.89 (Optional Auto Renewal Term 3)
December 30,2028 $80,655.63 (Optional Auto Renewal Term 4)
Order Form Legal Terms
"This Order Form incorporates the OpenGov Master Services Agreement(""MSA"")attached here or available at https://opengov.com/terms-of-service/master-services-agreement/.
The""Agreement""between OpenGov and the entity identified above(""Customer"")consists of the Order Form,MSA,and,if Professional Services are purchased,the Statement of Work.
Unless otherwise specified above,fees for the Software Services and Professional Services shall be due and payable,in advance,30 days from receipt of the invoice.
By signing this Agreement,Customer acknowledges that it has reviewed,and agrees to be legally bound by the Agreement.Each party's acceptance of this Agreement is conditional upon the other's acceptance of the Agreement
to the exclusion of all other terms.
Town of Los Gatos,CA OpenGov,Inc.
Signature: Signature:
Name: Name:
Title: Title:
Date: Date:
Page 53 Exhibit A to Attachment 1