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HomeMy WebLinkAboutbocc.con.373.2016 'V IT KIN Pitkin County l"CO iNT' Contract Cover Sheet Please complete the Contract Cover Sheet when the contract is completed and signed by Contractor/Vendor and Pitkin County Project Lead. Return all Contract Cover Sheets and Contracts/Change Orders/Amendments to Procurement (procurement helpdi7pitkincounty.com). Any contracts $50,000 and over will be routed for signatures to County Manager and Attorney's Office(if required) by Procurement&Contracts Manager. Contract Information Contract Number 373.2016 Project Name Transparency and Intelligence Software and Development Contractor OpenGov Budget Line Item 110.21.92400.83617 _ g Additional Budget Line _ $ Item(s) $ (Please fully allocate New $ Contract Total) $ Contract Start Date 11/30/2016 Contract End Date 11/29/2017 Automatic Renewal Yes N No If Construction: Retainage Yes $ or °/ No® If this is a new contractor,please request they complete and submit to Finance a W-9 Form. Contact Information: Department Finance Project Manager Ann Driggers Project Manager (970)920-5225 Phone Provide a brief description of the contract: Cloud-based financial transparency and reporting platform Contract Value Summary: Original Contract Amount $ 15,825.00 Previous Change Order/Amendment Amount(if applicable) _ S This Change order/Amendment amount(if applicable) $ New Contract Total _ _ $ 15,825.00 Procurement Method: None ❑ Infomtal❑ Formal E Sole Source N Emergency ❑ Contract Renewal ID Contract Type: Services/Maintenance N Construction ❑ Goods, Equipment, Supplies ❑ Change Order/Amendment 17 Other, please explain 0 Click here to enter text. NOTE: CLERKS OFFICE WILL KEEP ORIGINAL DOCUMENTS IN COMPLIANCE WITH COLORADO STATE ARCHIVES RETAINAGE SCHEDULE. ALL ATTACHMENTS MUST BE WITH THIS CHECKLIST. Contract K Rev R.25.11 Jae Budget Line Item p PITKIN COUNTY SOLE SOURCE PROCUREMENT JUSTIFICATION REQUEST TO: Jon Peacock,County Manager DATE: 11/7/2016 FROM: Ann Driggers, Finance Director Proposed Contractor: OpenGov.com Product/Service: Financial Reporting Platform Estimate expenditure for the above construction service: $ $15,825 This form is required, and is to aid you, in documenting your Sole Source request. Complete all portions of this form. This purchase is clearly and legitimately limited to a Single or Sole Source. (Examples: original manufacturer, no regional distributor, standardization etc): Explain: OpenGov is a financial transparency and reporting platform which provides online, cloud-based,financial information and data, transaction details, analytical tools and streamlined reporting and budget capabilities. Another possible vendor, Socrata, was identified and I participated in a webinar/demo providing an overview of the product. Socrata is primarily focused on performance measurement of government services and was not satisfactory in the financial reporting aspect. Additionally, a financial reporting platform needs to work in conjunction with Pitkin County's current accounting software, Tyler Eden, and provide the financial reports that Eden cannot. OpenGov has over 50 clients that use Eden and is very familiar with it. 1 have worked with OpenGov in a prior position and have determined that OpenGov is the only vendor that can offer the service we are requiring. The undersigned requests that Pitkin County waive other procurement requirements and recognize this transaction as a ) sole source exception to the Pitkin County Procurement Code. /I- lI- "I{ /(- 7-40 De arttine earDate Section Date Approved v Denied Reason for Denial: i S 11`8 201(p Jon Peacock, ounty Manager Date 1 DocuSlgn Envelope ID:95C8BC4A-3432-401 E-BA13-631 D478A2D72 Contract#373.2016 Revision:10/05/2016btf Budget Line Item#110.21.92400.83617 ��11fINI/ PITKIN COUNTY CONTRACT FOR PROVISION OF SERVICES TRANSPARENCY AND INTELLIGENCE SOFTWARE AND DEPLOYMENT THIS CONTRACT, made November 10, 2016 by and between the Board of County Commissioners of Pitkin County, Colorado, 123 Emma Rd., Suite #106, Basalt, CO 81621, (hereinafter called the "County") and OpenGov, Inc., 955 Charter Street, Redwood City, CA 94063 (hereinafter called the "Contractor") to perform the following work: Transparency and Intelligence Software and Deployment("Project"). 1. Term of Contract: The term of this contract is from November 30, 2016 to November 29,2017. At the expiration of the initial term, the contract maybe extended for two (2) additional terms of one (I)year by the express written consent of both parties. II. Contractor's Obligations. Contractor shall provide all deployment and software services for OpenGov Intelligence cloud-based technology, as defined in Exhibit A. A. Payment Schedule: Product Quantity Total Price OpenGov Transparency and Intelligence YR- 1 $10,925 OpenGov Transparency and Intelligence YR-2 $10,925 OpenGov Transparency and Intelligence YR-3 $10,925 OpenGov Intelligence Deployment YR- 1 $4,900 In the case of any inconsistency between the Contract and any amendments, addendums, attachments exhibits, or otherwise, the tens of this Contract shall be controlling. III. Compensation and Expenses, Invoicing, Payment and Offset. The County shall compensate Contractor for its services in accordance with the Project Budget and Schedule set out in Section II. It is expressly understood and agreed that in no event will the total compensation and reimbursement to be paid hereunder exceed the sum of fifteen thousand eight hundred twenty-five dollars and zero cents (515,825.00) for all services rendered. By contract or amendment, the County and Contractor may reallocate the budget among project tasks if the total budget amount remains unchanged. Contractor shall invoice for the project annually in advance based on the start date of the contract,with payment expected within thirty(30)days of invoice. Any payment by the County may be offset by any amount the Contractor owes the County for any reason. IV. Deleted. 1 Docusign Envelope ID:95G8BG4A-3432-401E-BA13-63'D478A2D72 Contract#373.2016 Revision:10/05/2016 bq Budget Line Item# 110.21.92400.83617 V. Pitkin County's Obligations. Pitkin County shall administer this contract through a County Representative. Ann Driggers, Finance Director will manage the project as the County's Representative. In the event that Ann Driggers is not available, an alternate person shall be appointed and shall assume the County Representative's duties. The services provided and products delivered by the Contractor under this contract will be subject to review by the County's Representatives, or a designee, for compliance with Contractor's obligations prior to final payment. VI. Termination Prior to Expiration of Contract Term. In the initial twelve (12) months, if Contractor breaches any provision of this Contract and if such breach is not cured within thirty (30) days after receiving written notice from County, County shall have the right to terminate the Contract by giving notice thereof to Contractor. After the initial twelve (12) month term, the County has the right to terminate this contract, with or without cause, by giving written notice to the Contractor of such termination and specifying the effective date thereof. Such notice shall be given at least thirty (30) days before the effective date of such termination. In such event all finished or unfinished documents, data, studies and reports prepared by the Contractor pursuant to this contract shall become the County's property. Contractor shall be entitled to receive compensation in accordance with the contract for any satisfactory work completed pursuant to the terms of this contract prior to the date of termination. Notwithstanding the above, Contractor shall not be relieved of liability to the County for damages sustained by the County by virtue of any breach of the contract by the Contractor. VII. Independent Contractor Status. A. The parties to this contract intend that the relationship between them contemplated by the contract is that of independent contractor. Contractor, and any agent, employee, or servant of Contractor shall not be deemed to be an employee, agent, or servant of Pitkin County. B. Contractor is not required to offer his services exclusively to Pitkin County under this contract. Contractor may choose to work for other individuals or entities during the term of this contract, provided that the basic services and deliverable products required under this contract arc submitted in the manner and on the schedule defined under this contract. C. Contractor warrants that all work produced will conform to all applicable industry standard of care, skill and diligence in the performance of Contractor's obligations under this contract. D. Contractor shall not attempt to oversee or supervise the work or actions of any Pitkin County employee, servant or agent in the course of completing work under this contract. E. Contractor is not entitled to any Workers' Compensation benefits through Pitkin County and is responsible for payment of any federal, state,FICA and other income taxes. VIII. Assignability. This contract is not assignable or transferable by either party without the other party's prior written consent. Any use of subcontractors by the Contractor for performance of this contract must be accepted in writing by the County. 2 DacuSign Envelope ID:95C8BC4A-3432-401 E-BA13-631 D478A2D72 Contract#373.2016 Revision.10/05/2016 by Budget Line Item#110.21.92400.83617 IX. Binding Arbitration. Any disputes arising out of this contract shall be subject to binding arbitration. The parties agree that any disputes concerning the terms and conditions of this contract shall be submitted and finally settled by arbitration. Arbitration shall be conducted pursuant to the rules of the American Arbitration Association and shall be presided over by the Pitkin County Hearing Officer appointed to arbitrate Pitkin County contract disputes. Costs of the arbitration shall be awarded to the substantially prevailing party. X. Severability. In the event that any provision of this contract shall be held to be invalid or unenforceable, the remaining provisions of this contract shall remain valid and binding upon the parties hereto. XI. Integration and Modification. A. This contract represents the entire and integrated contract between the County and the Contractor and supersedes all prior negotiations, representations, or contract, either written or oral. This contract may be amended only by written contract signed by both the County and the Contractor. B. The County may, from time to time,request changes in the scope of services of the Contractor to be performed hereunder. Such changes, including the increase or decrease in the amount of the Contractor's compensation, which are mutually agreed upon between the County and the Contractor, shall be in writing and upon execution shall become part of this contract. XII. Indemnity. A. The Contractor agrees to indemnify, hold harmless and,not excluding the County's right to participate, defend the County, its subsidiary, parent, associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, volunteers, and any jurisdiction or agency issuing permits for any work included in the project, hereinafter referred to as indemnitee, from all suits and claims, including attorneys fees and cost of litigation, actions, loss, damage, expense, cost or claims of any character or any nature arising out of the work done in fulfillment of the terms of this Contractor on account of any act,claim or amount arising or recovered under workers' compensation law or arising out of the failure of the Contractor to conform to any statutes, ordinances, regulation, law or court decree. It is agreed that the Contractor will be responsible for primary loss investigation, defense and judgment costs where this contract of indemnity applies. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the County its subsidiary, parent, associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees. agents,and volunteers for losses arising from the work performed by the Contractor for the County. B. The Contractor further shall investigate, process, respond to, adjust, provide defense for and defend, pay or settle all claims, demands, or lawsuits related hereto at its sole expense and shall bear all other costs and expenses related thereto, even if the claim, demand or lawsuit is groundless, false or fraudulent. 3 DocuSign Envelope ID:95C8BG4A-3432-401 E-3A13-631 D478A2D72 Contract#373.2016 aevision:10/05/2016 btf Budget Line Item# 110.21.92400.83617 C. Exclusions. Contractor shall have no obligation under this Section for any claim, suit or proceeding for infringement to the extent that it results from: (a) the combination, operation or use of the Software Service with products or processes not provided by Contractor; (b) any modification to the Software Services not made by Contractor; (c) failure to use updated or modified Software Services provided by Contractor, if Contractor notified County that the use of the updated or modified Software Services was necessary to avoid a claim of infringement; or(d) use of the Software Services not in accordance with this Agreement and the documentation for the Software Services. XIII. Insurance. Contractor and subcontractors shall procure and maintain until all of their obligations have been discharged, including any warranty periods under this Contract are satisfied, insurance against claims for injury to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors. The insurance requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. The policies shall include, or be endorsed to include, the following provision: On insurance policies where the County is named as an additional insured, the County shall be an additional insured to the full limits of liability purchased by the Contractor even if those limits of liability are in excess of those required by this Contract. The County in no way warrants that the minimum limits contained herein arc sufficient to protect the Contractor from liabilities that might arise out of the performance of the work under this Contract by the Contractor, its agents, representatives, employees, or subcontractors. The Contractor shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contractor is not relieved of any liability or other obligations assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. Commercial General Liability Completed Operations coverage must be kept in effect for up to three(3) years after completion of the project. A. Coverage and Limits of Insurance. Contractor shall provide coverage with limits of liability requirements provided that the coverage is written on a`following form" basis. 1) Statutory Workers' Compensation: Colorado statutory minimums a. Policy shall contain a waiver of subrogation against the County. b. This requirement shall not apply when a contractor or subcontractor is exempt under Colorado Workers' Compensation Act AND when such contractor or subcontractor executes the appropriate sole proprietor waiver form. Minimum Limits: Coverage A(Workers' Compensation) Statutory 4 DocuSign Envelope ID'.05C8BC4A-3432-401 E-BA13-631 D478A2D72 Contract tt 373.2016 liewsion:10/05/2016ce) Budget Line Item 44110.21.92400.83617 Coverage B (Employers Liability) $ 500,000 $ 500,000 $ 500,000 2) Commercial General Liability—ISO ICG 0001 form or equivalent. (With County named as an additional insured) Minimum Limits: General Aggregate S 2,000,000 Products/Completed Operations Aggregate S 2,000,000 Each Occurrence Limit $ 1,000,000 Personal/Advertising Injury $ 1,000,000 Fire Damage(Any One Fire) $ 50,000 Medical Payments(Any One Person) $ 5,000 Coverage to include: • Premises and Operations • Explosions, Collapse and Underground Hazards • Personal /Advertising Injury • Products /Completed Operations • Liability assumed under an Insured Contract(including defense costs assumed under contract) • Independent Contractors • Designated Construction Project(s) General Aggregate Limit, ISO CG 2503 (1997 Edition or equivalent) • Additional Insured—Owners, Lessees or Contractors Endorsement, ISO Form 2010 (2004 Edition or equivalent) • Additional Insured—Owners, Lessees or Contractors Endorsement. ISO CG 2037 (2004 Edition or equivalent) • The policy shall be endorsed to include the following additional insured language on the Additional Insured Endorsements specified above: "County, its subsidiary, parent, associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers named as an additional insured with respect to liability and defense of suits arising out of the activities performed by, or on behalf of the Contractor, including completed operations". 3) Auto Liability: Bodily injury and property damage for any owned, hired and non-owned vehicles used in the performance of this Contract. Minimum Limits: Statutory Coverage Bodily/Property Damage(Each Accident) S 1,000,000 4) Special Coverages (check as appropriate and insert amount): 5 Docusign Envelope ID:95G8BC4A-3432401E-BA13-631 D418A2D72 Contract#373.2016 Revision:10/05/2016 btf Budget Line Item R 110.21.92400.83617 a. ❑ Performance Bond $ b. ❑ Professional Errors and Omissions c. E Aircraft Liability d. D Owner's Protective c. ❑ Builder's Risk f ❑ Boiler and Machinery g. 0 Loss of Use Insurance h. ❑ Pollution Liability i. ❑ Crime, including Employee Dishonesty Coverage, or Fidelity Bond B. Proof of Insurance: I) Each insurance policy required by the insurance provisions of this Contract shall provide the required coverage and shall not he suspended, voided or canceled except after thirty(30)days prior written notice has been given to the County, except when cancellation is for non-payment of premium, then ten (10) days prior notice may be given. Such notice shall be emailed directly to Procurement Helpktinitkincountv.com. If the insurance carrier will not provide the required notice, the Consultant/Contractor and or its insurance broker shall notify the County of any cancellation, or reduction in coverage or limits of any insurance within seven (7) days of receipt of insurers' notification to that effect. Simultaneously with the Certificates of Insurance, the Contractor shall file with the Project Lead a certified statement as to claims pending against the required coverages, reserves established on account of such claims, defense costs expended and amounts remaining on policy limits. 2) In addition,these Certificates of Insurance shalt contain the following clauses: a. The contractor's insurance shall be primary and non-contributory with any insurance or self-insurance purchased by the County. h. The insurance companies issuing the policy or policies hereunder shall have no recourse against the County of Pitkin for payment of any premiums or for assessments under any form of policy. e. Any and all deductibles or self-insured retentions in the above- described insurance policies shall be assumed by and be for the amount of, and at the sole expense of the Contractor. d. Location of operations shall be: "all operations and locations at which work for the referenced Project is being done." 3) Certificates of Insurance for all renewal policies shall be delivered to the County's Representative at least fifteen (15) days prior to a policy's expiration date except for any policy expiring on the expiration date of this contract or thereafter. 6 DonnSign Envelope ID:95G8BC4A-3432-401E-BA13-631 D478A2D72 Contract#373.2016 Revision:10/05/2016btf Budget Line Item#110.21.92400.83617 4) The County reserves the right to request and receive a copy of any policy and any policy endorsement at any time during the term of this contract. XIV. Exemptions and Preferences. All purchases of construction or building or any other materials for this contract shall not include Federal Excise Taxes or Colorado State or local sales or use taxes. Pitkin County is exempt from such taxes under registration numbers 98-02624 and 84-78000-5k. XV. Records. The Contractor shall maintain comprehensive, complete and accurate books, records, and documents concerning its performance relating to this contract for a period of three(3) years after final payment under the contract and the County shall have the right within the three (3) year period to inspect and audit these books, records and documents, upon demand, in a reasonable manner and at reasonable times, for the purpose of determining, by accepted accounting and auditing standards, compliance with all provisions of the contract and applicable law. XVI. Contract Made in Colorado. The parties agree that this contract was made in accordance with the laws of the State of Colorado and shall be so construed. Venue is agreed to be exclusively in the courts of Pitkin County, Colorado. XVII. Attorney's Fees. In the event that legal action is necessary to enforce any of the provisions of this contract beyond the arbitration described in Paragraph 9, the substantially prevailing party shall be entitled to its costs and reasonable attorney's fees. XVIII. Governmental Immunity. Contractor agrees and understands that Pitkin County is relying on and does not waive, by any provision of this contract, the monetary limitations or terms (presently $150,000 per person and $600,000 per occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, 24-10-101, et seq., C.R.S., as from time to time amended, or otherwise available to Pitkin County or any of its officers, agents or employees. Further, nothing in this contract shall be construed or interpreted to require or provide for indemnification of the Contractor by the County for any injury to any person or any property damage whatsoever which is caused by the negligence or other misconduct of the County or its agent or employees. XIX. Current Year Obligations.The parties acknowledge and agree that any payments provided for hereunder or requirements for future appropriations shall constitute only currently budgeted expenditures of Pitkin County. Pitkin County's obligations under this contract are subject to Pitkin County's annual right to budget and appropriate the sums necessary to provide the services set forth herein. No provisions of the contract shall constitute a mandatory charge or requirement in any ensuing fiscal year beyond the then current fiscal year of Pitkin County. No provision of the contract shall be construed or interpreted as creating a multiple-fiscal year director indirect debt or other financial obligation of Pitkin County within the meaning of any constitutional or statutory debt limitation. This contract shall not directly or indirectly obligate Pitkin County to make any payments beyond those appropriated for Pitkin County's then current fiscal year. No provisions of this contract shall be construed to pledge or create a lien on any class or source of Pitkin County's moneys, nor shall any provision of this 7 DocuSign Envelope ID:95C8BG4A-3432-401 E-BA13-631 D478A2D72 Contract#373.2016 Revision:10/05/2015 btf Budget Line Item t1 110.21.92400.83617 contract restrict the future issuance of Pitkin County's bonds or any obligations payable from any class or source of Pitkin County's money. XX. Notice. Any notice required or permitted under this Agreement shall be in writing and shall be hand-delivered or sent by registered or certified regular mail, postage pre- paid to the addresses of the parties as follows. Each party by notice sent under this paragraph may change the address to which future notices should be sent. Electronic delivery of notices shall also be deemed sufficient and considered delivered upon receipt of confirmation of delivery on the part of the sender. To Pitkin County: with copies to: Ann Driggers Pitkin County Attorney's Office 123 Emma Rd., Suite#106 123 Emma Rd., Suite#204 Basalt,CO 81621 Basalt, Colorado 81621 Email: ann.driggers@pitkincounty.com Email: Attorney@pitkincounty.com To Contractor: OpenGov, Inc. 955 Charter Street Redwood City, CA 94063 Phone: (650) 489-9074 Email: bcarry@opengov.com XXI. Public Contracts for Services and Public Contracts with Natural Persons. In conformance with the provisions of C.R.S. § 8-17.5-101 and 102, as amended and C.R.S. § 24-76.5-101, as amended PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-101. [Not Applicable to agreements relating to the offer, issuance, or sale of securities, investment advisory services or fund management services, sponsored projects, intergovernmental agreements, or information technology services or products and services] Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this contract, through participation in the E-Verify Program or the Department program established pursuant to CRS §8-17.5-102(5)(c), Contractor shall not knowingly employ or contract with an illegal alien to perform work under this contract or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this contract. Contractor (a) shall not use E-Verify Program or Department program procedures to undertake pre-employment screening of job applicants while this contract is being performed, (b) shall notify the subcontractor and the contracting State agency within three days if Contractor has actual knowledge that a subcontractor is employing or contracting with an illegal alien for work under this contract, (c) shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three days of receiving 8 DacuSign Envelope ID:95CSBC4A-3432-401 E-BA13-6310478A2D72 Contract#373.2016 Revision:10/05/2016 btf Budget Line Item#110.21.92400.83617 the notice, and (d) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to CRS §8-17.5-102(5), by the Colorado Department of Labor and Employment. If Contractor participates in the Department program, Contractor shall deliver to the contracting State agency, Institution of Higher Education or political subdivision a written, notarized affirmation, affirming that Contractor has examined the legal work status of such employee,and shall comply with all of the other requirements of the Department program. If Contractor fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq.,the contracting State agency, institution of higher education or political subdivision may terminate this contract for breach and, if so terminated, Contractor shall be liable for damages. PUBLIC CONTRACTS WITH NATURAL PERSONS. CRS §24-76.5-101. Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (a) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (b) shall comply with the provisions of CRS §24-76.5-101 et seq.,and(c)has produced one form of identification required by CRS §24-76.5-103 prior to the effective date of this contract. 9 DocuSign Envelope ID'.95G88C4A-3432-40'E-BA13-631 D478A2D72 Contract N 373.2016 Revision 10/05/20)6 bq Budget Line Item a 110.21.92400.83617 IN WITNESS WHEREOF,the parties have executed this Contract as of the date first set out herein above. OPe¢C6b2usillIgn.: fl SUL 9 ntz8lkt, n1 12/12/2016 Signature Date Ainslie J Mayberry CED Printed Name Title PITKIN COUNTY, COLORADO RFC[1(pq, b2FyA FOR APPROVAL: (Ihtit, Vn t,y$ 12/13/2016 ���97649011165FA4C8 - Ann Driggers Date 10 DocuSign Envelope ID:9SG8BC4A-3432-401 E-BA13-631 D478A2D72 Budget Line Item#:: 110.21.92400.83617 EXHIBIT A 0 OPENGOV • eTKIN c . OU N Ill Brendan Carry I OpenGov.com bcarry@topengov.com 1703-346-8029 DocuS'gn Envelope ID:95C8BC4A3432-401E-BAI3-6310478A2D72 Budget Line Item #: 110 21 92400 83617 . EXHIBIT A Q OPENGOV 1300+ 47 $ 1 trillion GOVERNMENTS STATES ANALYZED x • The OpenGov Smart Government Platform"is the world's first Integrated cloud-based solution for budgeting, management reporting,and open data. OpenGov transforms government financial and non-financial performance data— often confined to static documents and spreadsheets that are unreadable to non-financial professionals — Into Intuitive, Interactive Intelligence for both internal government employees and citizens. OpenGov Is presenting the below products for consideration: OpenGov Intelligence. OpenGov Intelligence" is an easy-to-use reporting and analytics platform that allows your entire organization to rapidly make better, data-driven decisions. With OpenGov intelligence, your organization can unite your financial and performance data In one accessible platform, allow employees to run reports using a trusted data source, expedite report completion by empowering more people to access the same information, and allow non-financial personnel to dive-deep Into your organization's data without having to re-query your financial and ERP systems. Included with OpenGov Intelligence, OpenGov Comparisons enables your organization to compare key financial and non-financial performance Indicators against similar organizations on the OpenGov Network. Smart Government Platform Plan Operate Communicate . gym . . ' 1,1 OpenGov Budget Builder`'" OpenGov intelligence"' OpenGov Open DataTMand Performance Dashboards T" OPENGOV CLOUD'" Brendan Carry I OpenGov.com bcarry@opengov.com 1703-346-8029 Docusign Fnvelcae IP.95G8BC4A-3432401 E:BA13-631 Dz78A2D72 Budget Line Item#: 110.21.92400.83617 EXHIBIT A QQ OPENGOV The OpenGov ROI Improved spending power • Better operational and performance Intelligence for everyone who needs it(staff, department heads, elected officials, etc.) • Better budget decisions and process • Better understanding of current year and month budgets and actuals • Better insights from other governments around the world • Better financing terms Internal efficiency • Save time responding to FOIA and internal requests • Reduce staff Interruptions • Streamline budget and comparisons processes • Improve internal and external collaboration • Automate data presentation &analysis Better citizen engagement and transparency • Engaging, interactive public reports • Ability to tell your whole story Customers hove told us they have achieved: • 180 hours per year reduction In time spent producing internal reports • Tens of thousands of dollars saved in time and consulting fees to do comparisons and benchmarks • Millions of dollars saved due to better financing terms(bond ratings) • 90%reduction in cost of maintaining external transparency sites • 3x Increase in online citizen engagement The OpenGov Advantage • Minimal training • Easy to use and understand,even for non-financial users • Both Internal data analysis and public transparency • Web-based solution available anytime,anywhere(PC,tablet, smartphone). • Visualize both financial and performance data • Specialized for complex, multi-fund financial data • Compatible with all financial systems • Rapid Implementation (launch within weeks) Brendan Carry I OpenGov.com bceny@opengov.cam 1703-346-8029 DocuS'gn Envelope ID:95C8BC4A-3432-401 E-BA13-63'D478A2D72 Budget Line Item #: 110.21.92400.83617 EXHIBIT A Q OPENGOV The OpenGov Solution OpenGov Intelligence' OpenGov Intelligence Is an easy-to-use reporting and analytics platform that allows your entire organization to rapidly make better, data-driven decisions. While typically only a few staff members are trained to run reports, OpenGov Intelligence empowers all staff, regardless of technical background, to access, analyze, and build visualizations on top of the City's financial data. Moreover, OpenGov intelligence helps tear down institutional data silos, which formerly would have impeded the ability to quickly act on financial and performance insights. • Centralize Your Data: Unite financial and performance data in one accessible platform. • Reduce Interruptions:Enable any employee to run reports using a trusted data source. • Eliminate Backlogs: Empower more people to access Information and reduce administrative delays. • Deliver the Details: Allow non-financial personnel to dive Into the data without having to re-query your financial and ERP systems. Tell Your Entire Story: Create powerful narratives by combining charts and annotations to convey both financial and non-financial data to your teams. Keep everyone on the same page and referring to a common set of fads. 9. $23,818351 — $6011594 407 v•-\/ ... © O ... rte.. -. $95900900 ry , p µ. al 33, 313 = ® WC_ - � P# '- Brendan CarryI OpenGov.cam bcarry@opengov.com 1703-346-8029 DocuS'gn Envelope ID:95C8BC4A-3432-401 E-BA13-631 D478A2D72 Budget Line Item 7f: 110.21.92400.83617 EXHIBIT A QQ OPENGOV Pricing Package What comes with: Pi OpenGov Platform - $10,925/yr -OpenGov Intelligence -OpenGov Comparisons -OpenGov Network -OpenGov Maps -OpenGov Trends -Unlimited Data -Unlimited Reports Deployment -One-time Set-up fee(non-recurring) $4,900 Support/Maintenance $0 -Hosting -Maintenance -Training -Existing feature updates -Dedicated support -Data Customization Ac]eaue[It 1_, nut! Price 36-month' year-1 subscription+deployment $15,825 Implementation Is non-recurring.Subsequent year-2 - $10,925 ears will not Include an implementation fee. ear-3 $10,925 Brendan Carry I OpenGov.com bcarry@opengov.com 1703-346-8029 DocuSign Envelope ID::95e8BC4A-3432-401 E.BA13-631 D478A2D72 Budget Line Item #: 110.21.92400.83617 EXHIBIT A OpenGov, Inc. O OPENGOV Unitd Staes`rCA 94063 Quote Number: OG-000003125 Prepared By: Brendan Carry Phone: 650-489-9074 Email: bcarry@opengov.com Contract Dates: Effective: 11/30/2016 Ends on: 11/29/2019 Customer Information Contact Name Ann Driggers Bill To Name County of Pitkin,CO Phone 970-920-5331 Bill To 123 Emma Road Email ann.driggers@pitkincounty.com Basalt, CO 81621 Fax Order Details Description OpenGov IntelligenceTM allows customers to easily create and share internal operational reports, combining unlimited financial (e.g., general ledger, chart of accounts, current year and month spending,transactions, and balance sheet) and non-financial data (performance metrics, operational data, census data, custom financial projections,etc.)from numerous sources to help governments make better financial decisions and operate more efficiently. OpenGov Intelligence includes the features of OpenGov Transparency, allowing multiple years of financial and non- financial data to be accessible by citizens through an online portal. Fees Product Quantity Total Price OpenGov Transparency and Intelligence YR-1 $10,925 OpenGov Transparency and Intelligence YR-2 $10,925 OpenGov Transparency and Intelligence YR-3 $10,925 OpenGov Intelligence Deployment YR- 1 $4,900 Billing Frequency.Annual Welcome to OpenGov! Thanks for using our software. This Software Agreement ("Agreement") is entered into between OpenGov, Inc., with its principal place of business at 955 Charter Street, Redwood City, 94063 ("OpenGov"), and you. the entity identified above ("Customer"), as of the Effective Date. This Agreement includes and incorporates the OpenGov Terms and Conditions attached as Appendix A, B and C. By signing this Agreement, Customer acknowledges that it has reviewed, and agrees to be legally bound by, the OpenGov Terms and Conditions. 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 terms. Signature County of Pitkin,(���...000r���cuslsned by: OpenGov, Inc. ,—meusgned by: 0.lnLt, �����,r &UL, 3 kt4'YY1 Signature: I"Cd"" Signature: g Dr ieasrnace.. — • .--ry Name: Ann Dn gge rs Name: Title: Finance Director Title: CFD Date: 12/13/2016 Date: 12/12/2016 1 Docuslgn Envelope ID.95G8BC4A-3432-401E-BA13-631D478A2D72 Budget Line Item it: 110.21.92400.83617 EXHIBIT A Terms and Conditions Appendix A OpenGov Terms and Conditions 1. SOFTWARE SERVICES 1.1 Subject to the terms and conditions of these OpenGov Terms and Conditions(the"Agreement"), OpenGov will use commercially reasonable efforts to perform the software services(the"Software Services')identified in the applicable Software Agreement entered into by OpenGov and Customer("Software Agreement"). 1.2 Customer understands that OpenGov's performance depends on Customer timely providing OpenGov with a copy of the Customer's chart of accounts in .csv or.xis format. In addition, Customer agrees to provide OpenGov with five or more years of general ledger data, also in .csv or.xls format, including budget data for the current year and actual expense and revenue data for past years. Any dates or time periods relevant to OpenGov's performance will be extended appropriately and equitably to reflect any delays caused by Customer's failure to timely deliver any such materials. OpenGov shall not be liable for any delays in performance under this Agreement resulting from Customer's failure to meet these obligations. 2. RESTRICTIONS AND RESPONSIBILITIES 2.1 This is a contract for access to the Software Services and Customer agrees not to,directly or indirectly: reverse engineer, decompile,disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Software Services,documentation or data related to the Software Services, except to the extent such a restriction is limited by applicable law; modify, translate,or create derivative works based on the Software Services; or copy, rent, lease,distribute,assign, sell,or otherwise commercially exploit, transfer,or encumber rights to the Software Services; or remove any proprietary notices. 2.2 Customer will use the Software Services only in compliance with all applicable laws and regulations (including, but not limited to, any export restrictions). 2.3 Customer shall be responsible for obtaining and maintaining any equipment and other services needed to connect to,access or otherwise use the Software Services and Customer shall also 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)for all uses of Customer user accounts with or without Customer's knowledge or consent. 3. OWNERSHIP.OpenGov retains all right,title, and interest in the Software Services and 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)therein. 4. CONFIDENTIALITY. Each party(the"Receiving Party")agrees not to disclose(except as permitted herein)any Confidential Information of the other party(the"Disclosing Party")without the Disclosing Party's prior written consent. "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 relating to the Software Services."Confidential Information"does not include Public Data,"which is data that the Customer has previously released or would be required to release according to applicable federal,state,or local public records laws.The Receiving Party agrees: (i) to use and disclose the Confidential Information only in connection with this Agreement; and(ii)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 foregoing, Confidential Information does not include information that: (i)has become publicly known through no breach by the receiving party; Oil was rightfully received by the receiving party from a third party without restriction on use or disclosure;or(iii)is independently developed by the Receiving Party without access to such Confidential Information. Notwithstanding the above,the Receiving Party may disclose Confidential Information to the extent required by law or court order. 2 DocuSign Envelope ID:95G88G4A 3432401 E-BAt 3-631 D478A2D72 Budget Line Item #: 110.21.92400.83617 EXHIBIT A 5. DATA LICENSE.Customer grants OpenGov a non-exclusive,transferable, perpetual,worldwide,and royalty-free license to use any data or information submitted by Customer to OpenGov for the development of new software or the provision of the Software Services. 6. PAYMENT OF FEES.The fees for the Software Services("Fees")are set forth in the applicable Software Agreement. Customer shall pay all Fees within thirty(30)days after the date of OpenGov's invoice, which shall be billed as of the effective date. 7. TERM &TERMINATION 7-1 Subject to compliance with all terms and conditions, the term of this Agreement shall be from the Effective Date and shall continue until the End date specified on page one(1)of the Agreement. The Customer will be billed according to the Billing Frequency as specified above. 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 immediately upon notice. 7.2 Upon termination, Customer will pay in full for all Software Services performed up to and including the effective date of termination. Upon any termination of this Agreement: (a)all Software Services provided to Customer hereunder shall immediately terminate; and (b)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. 7.3 All sections of this Agreement which by their nature should survive termination will survive termination, including,without limitation,accrued rights to payment,confidentiality obligations,warranty disclaimers,and limitations of liability. 7.4 The parties understand and acknowledge that each party is subject to Article X, section 20 of the Colorado Constitution("TABOR').The parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi-fiscal year director indirect debt or obligation within the meaning of TABOR and, notwithstanding anything in this Agreement to the contrary, all payment obligations of the County are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the County's current fiscal period ending upon the next succeeding December 31. Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations,and resolutions of the County and applicable law. Upon the failure to appropriate such funds,this Agreement shall be deemed terminated. 8. WARRANTY AND DISCLAIMER 8.1 OpenGov represents and warrants that: (i)it has all right and authority necessary to enter into and perform this Agreement; and (ii)the Software Services shall be performed in a professional and workmanlike manner in accordance with generally prevailing industry standards. 8.2 Customer represents and warrants that(i)it has all right and authority necessary to enter into and perform this Agreement; (ii)it owns all right,title, and interest in and to all data provided to OpenGov for use in and in connection with this Agreement,or possesses the necessary authorization thereto;and(iii)OpenGov's use of such materials in connection with the Software Services will not violate the rights of any third party. 8.3 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 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. NEITHER PARTY, NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES, SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR RELATED TERMS AND CONDITIONS 3 DocuSign Envelope ID:95G8BC4A-3z32.401 E-BA13-631 D478A2D72 Budget Line Item #: 110.21.92400.83617 EXHIBIT A 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. 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. 10. MISCELLANEOUS.Capitalized terms not otherwise defined in these Terms and Conditions have the meaning set forth in the applicable Software Agreement. 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. OpenGov shall have 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(as provided to OpenGov). If any provision of this Agreement is found to be unenforceable or invalid,that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable or transferable by either party without the other party's prior written consent, provided however that either party may assign this Agreement to a successor to all or substantially all of its business or assets. This Agreement(including the Software 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, and that all waivers and modifications must be in a writing signed by both parties. 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. In any action or proceeding to enforce rights under this Agreement,the prevailing party will be entitled to recover costs and attorneys'fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered;when receipt is electronically confirmed, if transmitted by facsimile or e-mail;the day after it is sent, if sent for next day delivery by recognized overnight delivery service;and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Colorado without regard to its conflict of laws provisions Appendix B OpenGov Service Level Metrics 1. SCHEDULED DOWNTIME. When needed, OpenGov will schedule downtime for routine maintenance or system upgrades ('Scheduled Downtime") for its Services. OpenGov shall exercise commercially reasonable efforts to schedule Scheduled Downtime outside of peak traffic periods. OpenGov will notify Customer's designated contact at least twenty-four(24) hours prior to the occurrence of Scheduled Downtime. 2. SYSTEMS ACCESSABILITY WARRANTY. A. The Services will be accessible 99.9% of the time, 7 days of the week, and 24 hours per day, as calculated over a calendar month ("Systems Accessibility Warranty"). Such System Accessibility Warranty shall not apply to, and OpenGov will not be responsible for, any inaccessibility which: 1) results from Scheduled Downtime, including a maintenance period every Tuesday from 6:00pm Pacific Time to 11:00pm Pacific Time ; 2) results from a failure of equipment, software or services not under the direct control of OpenGov;3)results from the failure of communication or telephone access service or other outside service or equipment not the fault of OpenGov; 4) is caused by a third party not under OpenGov' control; or 5) is a result of causes beyond the reasonable control of OpenGov, including any force majeure event. To the extent solely under OpenGov' control, OpenGov shall be responsible for monitoring and maintaining adequate controls over Customer Data transmissions and storage. OpenGov shall be solely responsible for setting applicable data processing and transmission parameters. B. If the Services experience Downtime, then as Customer's sole and exclusive remedy, and OpenGov' sole and exclusive financial liability and obligation, Customer is entitled to a Service Level Credit equal as follows: Monthly Uptime Percentage Percentage of monthly bill for Services to be credited to future monthly bills of Customer 4 DocuSign Envelope ID:95C8BC4A-3232401 E-BA13-631 D478A2D72 Budget Line Item#: 110.21.92400.83617 EXHIBIT A 99.00%-<99.9% 10% • 95.00%-<99.00% 25% < 95.00% 50% "Downtime"means that for a valid request by our external verification service, made on no less than a minutely basis. results in a server error(HTTP status 5XX or the server response takes 3 or more minutes). • "Downtime Period"means a period of fifteen consecutive minutes of Downtime. Intermittent Downtime for a period of less than fifteen minutes will not be counted towards any Downtime Periods. • "Monthly Uptime Percentage"means total number of minutes in a month, minus the number of minutes of Downtime suffered from all Downtime Periods in a month,divided by the total number of minutes in a month. C. To receive a Service Level Credit, Customer must submit a written request for Service Level Credits to Customer's designated account manager or the OpenGov support team. To be eligible, the request must (i) include the dates and times of each incident of Downtime experienced by Customer in the preceding month; and (ii) be received by OpenGov within thirty days after the end of the current monthly period in which the Downtime occurred. EXHIBIT A OpenGov Service Level Metrics D. Upon receipt of a Service Level Credit request in compliance with the above requirements, OpenGov shall have 30 days to review the request and to validate the information provided. If OpenGov determines in good faith that the Services failed to meet the Systems Accessibility Warranty as alleged in such a request, then OpenGov will apply such Service Level Credits to Customer's next billing period. Customer's failure to comply with the provisions of Section 2.0.above will disqualify it from receiving a Service Level Credit. E. Customers whose accounts are past due, delinquent, and/or not in good standing at any time during the service month of a given service outage are not eligible for a credit. APPENDIX C OpenGov Support Services 1. Support. Customer support is available via email 12 hours per day, Monday through Friday, excluding OpenGov' corporate designated holidays. See below for a list of holidays observed by OpenGov. Problems may be reported any time, however, OpenGov will not be obligated to assign work after business hours (9 a.m. to 5 p.m. Pacific Time). 2. Liaisons. On or before the Activation Date, Customer and OpenGov shall each designate a liaison as a respective point of contact for technical issues. Each party may change such liaison upon written notice from time to time at reasonable intervals. OpenGov will not be obligated to provide support to any person other than the Customer's designated liaison. 3. Holidays. OpenGov observes the following holidays: New Year's Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Day after Thanksgiving Day. Christmas Eve Day, Christmas Day,and New Year's Eve. 5