The URL can be used to link to this page

Browse Search

Home My WebLink About20250353.tiffCc*tac*m 9-7SZ • PASS -AROUND TITLE: DEPARTMENT: PERSON REQUESTING: BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW Statement of Work for Cartegraph integrating data from Workday Information Technology DATE: 718/25 Ryan Rose eggs Brief description of the problem/issue: Cartegraph Is software used in the Public Works Department to track Assets, Projects, and associated costs, including labor costs. In the current state, staff enter labor data (salaries) and employee data Into Workday, and additionally, staff in the Public Works Department also redundantly enter labor and employee data into Cartegraph. This Statement of Work from OpenGo' would facilitate an interface that automatically populates labor and employee data from Workday into Cartegraph, removing duplicate data entry and ensuring correct labor rates are used in project cost calculations. What options exist for the Board? 1) Apporove Statement of Work 2) Schedule work session to discuss Consequences: If not approved, labor and employee data will be manually created in Cartegraph Impacts: If approved, operational efficiencies are gained Cost (Current Fiscal Year/Ongoing or Subsequent Fiscal Years: $6,450 one time fee (no recurring fees) Recommendation: It is the recommendation of impacted departments to approve this SOW. Perry L. Buck Scot K. James Jason S. Maxey Lynette Peppier Kevin D. Ross CortW11- /z1/25 cisc, Support Recommendation Schedule Place on BOCC Agenda Work Session Other/Comments: g(?) cc stat OdaT) 7/30/Th Og, off; a 2675s 0353 \TO0tL4 Docusign Envelope ID: 3A69D246-8B8D-48E3-9F79-75B3635CCE77 OpenGov7 Order Form Number: Created On: Order Form Expiration: Subscription Start Date: Subscription End Date: Q-07910 04/29/2025 05/31/2025 05/12/2025 05/11/2026 Prepared By: Email: Contract Term: OpenGov Inc. 660 3rd Street, Suite 100 San Francisco, CA 94107 United States Philip Ryan pryan@opengov.com 12 Months Customer Information: Customer: Bill To/Ship To: County of Weld, CO PO Box 758 GREELEY, Colorado 80632 United States Contact Name: Email: Phone: Jacob Mundt jmundt@weldgov.com 720-652-4201 Order Details: Billing Frequency: Payment Terms: Upfront Net 30 Days PROFESSIONAL SERVICES: Product Name Professional Services Deployment - Time and Materials Billed Monthly as Incurred Start Date 05/12/2025 Description Professional Services Deployment - Estimated Time and Materials Billed Monthly as Incurred Fee $6,450.00 Professional Services Total: $6,450.00 Customer Billing/Service Periods: Period: 05/12/2025 Total: $6,450.00 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-agreementl. 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. Docusign Envelope ID: 3A69D246-8B8D-48E3-9F79-75B3635CCE77 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 Hours will be billed upon completion on a time and material basis at a rate of $215.00 per hour. Actual charges may exceed the provided estimate under Time and Materials billing, The final amount billed will reflect the actual hours utilized. County of Weld, CO: OpenGov, Inc. c -Signed by: Name: Perry L. Buck Title: Chair, Board of Weld County Commissioners Date: JUL 2 1 2025 Attest: e-So;ei Esther E. esick, Clerk to the Board By: Deputy Clerk to the Boar Signature: Stu% \.--- 042E57853S6E4 EB... Name: Sam Kramer Tide: SVP, Finance Date: 7/23/2025 °PENG() II Statement of Work County of Weld, CO Creation Date: 4/29/2025 SoW Expiration Date: 7/29/2025 Document Number: PS -08789.1 Created by: Dean Simpson 2023 Statement of Work V1 TABLE OF CONTENTS OpenGov Statement of Work 3 1. Project Scope 3 2. Adjustments to the Project Scope, Estimated Schedule, Charges and other Terms 3 3. Project Delivery 3 4. Project Understanding 3 5. OpenGov Responsibilities 4 6. Project Tracking and Reporting 4 7. Communication and Escalation Procedure 4 8. Customer Responsibilities 5 9. Customer's Project Manager 5 10. Acceptance Procedure 6 11. Estimated Schedule 7 12. Estimated Project Timeline 7 13. Change Order Process 7 Exhibit 1: Implementation Activities 8 2023 Statement of Work V1 2 OpenGov Statement of Work This Statement of Work ("SOW") identifies services that OpenGov will perform for County of Weld, CO ("Customer") pursuant to the order for OpenGov Professional Services. This SOW may not be modified or amended except in a written agreement signed by a duly authorized representative of each party. The OpenGov Responsibilities section of this document can be found in Exhibit 1: Implementation Activities. Any additional services or support not detailed in Section 4 Project Scope will be considered out of scope. 1. Project Scope Under this project, OpenGov will deliver cloud based solutions (detailed list in "Exhibit 1"). OpenGov's estimated charges and schedule are based on performance of the activities listed in the "OpenGov Responsibilities" section below. Deviations that arise during the project will be managed through the procedure described in Exhibit 1. 2. Adjustments to the Project Scope, Estimated Schedule, Charges and other Terms Adjustments to the deliverables in Exhibit 1 may include charges on a time -and -materials or fixed -fee basis using OpenGov's standard rates. 3. Project Delivery 3.1. OpenGov will perform the work under this SOW remotely unless explicitly identified below. 3.2. OpenGov will use personnel and resources located across the United States, and may also include OpenGov-trained implementation partners to support the delivery of services. 4. Project Understanding 4.1. Deviations that arise during the proposed project will be managed through the Change Order Process and may result in adjustments to the Project Scope, Estimated Schedule, Charges, and/or other terms. 4.2. The OpenGov Suites are not customized beyond current capacities based on the latest release of the software. Implementation of any custom modification or integration developed by OpenGov; Customer internal staff; or any third -party is not included in the scope of this project unless specifically listed in Exhibit 1. 4.3. Customer is responsible for providing appropriate time and resources to the project to meet deliverables as outlined in the project plan. 4.4. Data conversion services from other software system(s) or sources are not included in the scope of this project unless specifically listed in Exhibit 1. 2023 Statement of Work V1 3 5. OpenGov Responsibilities 5.1. OpenGov will provide project management for the OpenGov responsibilities in this SOW. This provides direction to OpenGov project personnel and a shared framework for project planning, communications, reporting, procedural and contractual activity. 5.2. OpenGov will review the Project Plan with Customer's Project Manager and key stakeholders to ensure alignment on agreed upon timelines. 5.3. OpenGov will maintain project communications through Customer's Project Manager. 5.4. OpenGov will establish documentation and procedural standards for deliverable materials. 5.5. OpenGov will assist Customer's Project Manager to prepare and maintain the Project Plan for the performance of this SOW which will include he activities, tasks, assignments, and project milestones identified in Exhibit 1. 6. Project Tracking and Reporting 6.1. OpenGov will review project tasks, schedules, and resources and make changes or additions, as appropriate. OpenGov will measure and evaluate progress against the Project Plan with Customer's Project Manager. 6.2. OpenGov will work with Customer's Project Manager to address and resolve deviations from the Project Plan. 6.3. OpenGov will conduct regularly scheduled project status meetings. 6.4. OpenGov will administer the Change Order Process with the Customer's Project Manager. 6.5. Deliverable Sign -Off: OpenGov requests Sign -Offs at various deliverables during the implementation of the project. Once the Customer has signed -off on a deliverable, any additional changes requested by Customer on that deliverable will require a paid change order for additional hours for OpenGov to complete the requested changes. 7. Communication and Escalation Procedure 7.1. 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: 7.1.1. Regular communication aligned to the agreed upon Project Plan and timing. 7.1.2. 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. 7.2. Executive involvement 2023 Statement of Work V1 4 7 2 1 Executives may be called upon to clarify expectations and/or resolve confusion 72 2 Executives may be needed to steer strategic items to maximize the value through the deployment 73 Escalation Process 7 3 1 Identification of an issue impeding deployment progres or outcome, that is not acceptable 7 3 2 Customer or OpenGov Project Manager summarizes the problem statement and impasse 7 3 3 Customer and OpenGov Project Managers jointly outline solution acceptance and OpenGov Project Manager will schedule an Executive Review Meeting, if necessary 73 4 Resolution will be documented and signed off 8 Customer Responsibilities 81 The completion of the proposed scope of work depends on the full commitment and participation of Customer's management and personnel The Customer's Project Manager should have access to the appropriate Customer Subject Matter Expert personnel needed for the successful implementation of the project The responsibilities listed in this section are in addition to the responsibilities specified in the Agreement and are to be provided at no charge to OpenGov OpenGov's performance is predicated upon the following responsibilities being managed and fulfilled by Customer Delays in performance of these responsibilities may result in a change order and/or delay of the completion of the project 82 Provide the required data to OpenGov within five (5) days of the requests being made from the OpenGov Project Manager The Customer will be responsible for any potential charges from third parties to access and provide the data 83 Maintain the same format and access to data on an ongoing basis Any changes to the underlying data or data source may require a change order or charge in the future 9 Customer's Project Manager 91 Create, with OpenGov's assistance, the Project Charter for the performance of this SOW which will include the activities, tasks, assignments, milestones and estimates 92 Manage Customer personnel and responsibilities for this project (for example ensure personnel complete any self -paced training sessions, configuration, validation or user acceptance testing) 93 Identify and assign Subject Matter Experts (SME) 94 Serve as the communication liaison between OpenGov and Customer representatives participating in the project 95 Participate in project status meetings 2023 Statement of Work V1 9.6. Obtain and provide information, data, and decisions within ten (10) business days of OpenGov's request unless Customer and OpenGov agree in writing to a different response time. 9.7. Resolve deviations from the estimated schedule 9.8. Help resolve project issues and escalate issues within Customer's organization, as necessary. 9.9. Administer the Change Order Process with the Project Manager, if applicable. 10. Acceptance Procedure 10.1. The completed items in Exhibit 1 will be submitted to the Customer's Project Manager. 10.2. Customer's Project Manager will have decision authority to approve/reject all Project Criteria, Phase Acceptance and Engagement Acceptance. 10.3. Within five (5) business days of receipt, the Customer's Project Manager will e ither accept the Deliverable Material or provide OpenGov's Project Manager a written list of requested revisions. If OpenGov receives no response from the Customer's Project Manager within five (5) business days, then the Deliverable Material will be deemed accepted. The process will repeat for the requested revisions until acceptance. 10.4. All acceptance milestones and associated review periods will be tracked on the Project Plan. 10.5 Both OpenGov and Customer recognize that failure to complete tasks and respond to open issues may have a negative impact on the Project. 10.6. For any tasks not yet complete, OpenGov and/or Customer will provide sufficient resources to expedite completion of tasks to prevent negatively impacting the Project. 10.7. Excluding delays caused by a force majeure event, if OpenGov in good faith reasonably determines that Customer's personnel or contractors are not completing Customer's responsibilities described in the applicable SOW timely or accurately, OpenGov may place the Professional Services on hold after providing a minimum of seven days written notice to Customer. If OpenGov places a Customer o n hold, OpenGov will ensure that Customer is made aware of its obligations n ecessary for OpenGov to continue performing the Professional Services in the on hold notice. Upon placing a customer on hold, OpenGov may, without penalty, suspend Professional Services to the Customer and reallocate resources until the Customer has fulfilled its obligations. OpenGov shall bear no liability or otherwise be responsible for delays in the provision of the Professional Services occasioned by Customer's failure to complete Customer's responsibilities. 11. Estimated Schedule 11.1. OpenGov will schedule resources after the signature of the order form is received. Unless specifically noted, the OpenGov assigned Project Manager will 2023 Statement of Work V1 6 work with Customer Project Manager to develop the Project Charter 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 11 2 The Services are currently estimated to start within two (2) weeks but no later than four (4) weeks from signatures on Order Forms 12 Estimated Project Timeline 12 1 The estimated project timeline is two (2) months from project kick off The project plan will be agreed upon by the OpenGov and Customer Project Manager 13 Change Order Process 13 1 This SOW and related efforts are based on the information provided and gathered by OpenGov Customer acknowledges that changes to the scope may require additional effort or time, resulting in additional cost Any change to scope must be agreed to in writing, by both Customer and OpenGov, and documented as such via a Change Order No verbal agreement will be binding on OpenGov or Customer 13 2 A Change Order is defined as 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 Changes might include but are not limited to 14 2 1 Timeline for completion 14 2 2 Sign off process 14 2 3 Cost of change and/or invoice timing 14 2 4 Amending the SOW to correct an error 14 2 5 Extension of work as the complexity identified exceeds what was expected by Customer or OpenGov 14 2 6 Change in type of OpenGov resources to support the SOW 13 3 The approval process for a Change Order is as follows 14 3 1 Identification and documentation of a need for modification to the scope of the project as defined in the Statement of Work and any subsequent change orders 14 3 2 A Change Order is created and Customer and OpenGov review The Customer will then provide Sign -off 14 3 3 Change Order is incorporated into the Statement of Work and implemented 2023 Statement of Work V1 Exhibit 1: p8 e entt!.rt n 'kctivitties OpenGov staff will provide a uni-directional (one-way) flat file Integration Service between Workday and OpenGov Enterprise Asset Management(EAM) The integration includes the following data points Incoming from Workday to EAM a Automated import of Labor record information including parent -level attributes © Automated import of Labor Rate information, including Effective Date, Rate Name, Rate Amount A sync using a unique ID a If ID exists, information will be updated © If ID does not exist, OpenGov will create a record or produce an error message Assumptions o The integration includes up to twelve (12)fields in the same OpenGov table o - OpenGov will provide an error logging capability to easily identify potential integration issues , OpenGov,will provide a customer -configurable time interval to manage integration frequency . o All data must be accessible via flat -file format( txt, csv) o , Customer will be responsible for configuring automated exports from Workday o OpenGov will install an agent (software executable) on the customer's server where the Workday export resides to upload data to OpenGov o Customers server must have access to the Internet 2023 Statement of Work V1 Contract Form Entity Information Entity Name * OPENGOV INC Entity ID* @00046964 Contract Name * CARTEGRAPH SOW FOR WORKDAY INTEGRATION Contract Status CTB REVIEW C Contract ID 9752 Contract Lead * jMUNDT Contract Lead Email jmundt@weld.gov New Entity? Parent Contract ID Requires Board Approval YES Department Project # Contract Description * THIS SOW WILL AUTOMATE JOB AND LABOR DATA IN CARTEGRAPH FROM WORKDAY, REMOVING MANUAL DATA ENTRY. Contract Description 2 Contract Type * AGREEMENT Amount * $6,450.00 Renewable * NO Automatic Renewal Grant IGA Department INFORMATION TECHNOLOGY-GIS Department Email CM- InformationTechnologyGl S@weld.gov Department Head Email CM- InformationTechnologyGI S-DeptHead@weld.gov County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL D.GOV Requested BOCC Agenda Date * 07/16,`2025 Due Date 07/12/2025 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Termination Notice Period Contact Information Contact Info Contact Name Purchasing Purchasing Approver CONSENT Approval Process Department Head RYAN ROSE DH Approved Date 07/14;2025 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 07/21/2025 Review Date * 12 3O'2025 Committed Delivery Date Contact Type Contact Email Finance Approver CONSENT Renewal Date Expiration Date* 12,31;2025 Contact Phone 1 Purchasing Approved Date 07 14 2025 Finance Approved Date 07 14/2025 Tyler Ref # AG 072125 Originator JMUNDT Legal Counsel CONSENT Contact Phone 2 Legal Counsel Approved Date 07,14 2025 Ccnkvac* t Uc5C BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Amendment to 20211472; Cartegraph Software License Expansion DEPARTMENT: Information Technology DATE: 1/3/25 PERSON REQUESTING: Ryan Rose 1-43' Brief description of the problem/issue: The Department of Public Works uses Cartegraph Software for internal business purposes, and is expanding use to include the Engineering division. They need additional licenses in order to authorize the new users. The attached amendment will enable Weld County access to unlimited user licensing for our existing subscription. What options exist for the Board? 1) Authorize the new user licensing to enable expanded use 2) Request work session to review with the Department Consequences: Software already in use Impacts: Seeking to add users Cost (Current Fiscal Year/Ongoing or Subsequent Fiscal Years: $2,323.94 pro -rated from January - June of 2025. Recommendation: It is the recommendation of the IT and Public Works departments to approve this amendment, thereby expanding the use of the existing software to additional users. Support Recommendation Schedule Place on B CC Agenda Work Session Other/Comments: Perry L. Buck Scott K. James Jason S. Maxey Lynette Peppier Kevin D. Ross cones+09x,d� Z /3/75 C C'.n hbase (IT) Z/3125 2025-0353 l i0uVc4 Docusign Envelope ID: 5FBF602B-6C5A-410B-B40C-ABDF5CBAAC71 ® OPENGOV Order Form Number: Q018484 Created On: 12/26/2024 Order Form Expiration: 3/31/2025 Subscription Start Date: 2/4/2025 Subscription End Date: 6/3/2026 OpenGov Inc. 660 3rd Street, Suite 100 San Francisco, CA 94107 United States Prepared By: Kelly Ammons Email: salesops@opengov.com Contract Term: Prorated + 12 Months 801 To/Ship To: Orikr Details County of Weld, CO PO Box 758 Greenlet', CO United States Contact Name: Jacob Mundt Email: pnundt@weldgovcam Billing Frequency: Annually in Advance Payment Terms: Net Thirty (30) Days SOFTWARE SERVICES: Product/ Service Enterprise Asset Management (Unlimited Users) Enterprise Asset Management (Unlimited Users), Stormwater Domain, Transportation Domain, Asset Builder, Advanced Material Management Service Terms Service Date: January 4, 2025 June 4, 2025 Order Form fei:d Ter., $1,936.61 (Prorated Software Fee) $72,399.58 Om, Snfnrarr Start Date End Date 2/4/2025 6/3/2025 6/4/2025 6/3/2026 Annual Fee $1,936.61 $72,399.58 Annual Subscription Total: See Service Terms This Order Form incorporates the OpenGov Master Services Agreement ("MSA") attached here or available at https://opengov.comhenns-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 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. Effective as of the date of the last signature of this Order Form, the Agreement shall replace and supersede in its entirety the Cartegraph Order Form #PA -2956 (County of Weld Contract #2021-1472) dated June 2, 2021, and as amended August 5, 2024. County of Weld, CO Name: Perry L. Buck Title: Chair Board of Weld County Commissioners cat' FEB O 3 rf9y2eJ ATTEST: W -#.44,9A) ,,,,-IA);e• C -rk to the Board B eputy Clerk to the B OpenGov, int. DoauSigned by: S,gnature ja, (AU/ _ Name: Joe 33g.RODC4424... Title: Sr. Di rector, Financial Plannin, Date: 1/24/2025 Docusign Envelope ID: 5FBF602B-6C5A-410B-B40C-ABDF5C8AAC71 OpenGov Master Services Agreement The parties to this Master Services Agreement (this "Agreement") are OpenGov, Inc., a Delaware corporation ("OpenGov"), and the customer named in the signature block below ("Customers"). This Agreement, which becomes binding when the parties have signed it (the "Effective Date"), sets forth the terms under which Customer will be permitted to use OpenGov's hosted software services and receive professional services. 1. Definitions 1.1. "Customer Data" means data that is provided by Customer to OpenGov pursuant to this Agreement (for example, by email or through Customer's software systems of record). Customer Data does not include any confidential personally identifiable information. 1.2. "Documentation" means materials produced by OpenGov that provide information about OpenGov's software products and systems. 1.3. "Intellectual Property Rights" means all intellectual property rights including all past, present, and future rights associated with works of authorship, including exclusive exploitation rights, copyrights, and moral rights, trademark and trade name rights and similar rights, trade secret rights, patent rights, and any other proprietary rights in intellectual property of every kind and nature. 1.4. "Order Form" means the document(s) separately executed by the parties or attached as an Exhibit, that specifies the Software Services that OpenGov will provide to Customer under this Agreement. 1.5. "Term" refers to the Initial Term defined in Section 6.1 plus all Renewal Terms defined in Section 6.2. 2. Software Services, Support, and Professional Services 2.1. Software Services. Subject to the terms and conditions of this Agreement, OpenGov will use commercially reasonable efforts to provide the commercial -off -the -shelf software solutions identified in the applicable Order Form ("Software Services"). Software Services do not include any pre-release features, functionality, and/or software that Customer elects to use while they are in beta. 2.2. Support and Service Levels. Customer support is available by email to support@opengov.com or by using the chat messaging functionality of the Software Services, both of which are available during OpenGov's standard business hours. Customer may report issues any time; however, OpenGov will address issues during business hours. OpenGov will provide support for the Software Services in accordance with the Support and Software Service Levels found at opengov.com/service-sla, as long as Customer is entitled to receive support under the applicable Order Form and this Agreement. 1 OpenGov Master Services Agreement County of Weld, CO - Revised January 21, 2025 Docusign Envelope ID: 5FBF602B-6C5A-410B-B40C-ABDF5C8AAC71 2.3. Professional Services 2.3.1. If OpenGov or its authorized independent contractors provides professional services to Customer, such as implementation services, then these professional services ("Professional Services") will be described in an applicable statement of work ("SOW") agreed to by the parties, which is incorporated by reference. Unless otherwise specified in the SOW, any pre -paid Professional Services must be utilized within one year from the Effective Date. 2.3.2. Relevant travel expenses are provided in the SOW. Any other travel expenses related to the performance of the Professional Services shall be pre -approved by and reimbursed by Customer. 3. Restrictions and Responsibilities 3.1. Restrictions. Customer may not use the Software Services in any manner or for any purpose other than as expressly permitted by the Agreement. In addition, Customer shall not, and shall not permit or enable any third party to: (a) use or access any of the Software Services to build a competitive product or service; (b) modify, disassemble, decompile, reverse engineer or otherwise make any derivative use of the Software Services (except to the extent applicable laws specifically prohibit such restriction); (c) sell, license, rent, lease, assign, distribute, display, host, disclose, outsource, copy or otherwise commercially exploit the Software Services; (d) perform or disclose any benchmarking or performance testing of the Software Services, including but not limited to load testing, or stress testing; (e) remove any proprietary notices included with the Software Services; (f) use the Software Services in violation of applicable law; or (g) transfer any confidential personally identifiable information to OpenGov or the Software Services platform. 3.2. Responsibilities. Customer shall be responsible for obtaining and maintaining computers and third -party software systems of record (such as Customer's ERP systems) needed to connect to, access or otherwise use the Software Services. Customer also shall be responsible for: (a) ensuring that such equipment is compatible with the Software Services, (b) maintaining the security of such equipment, user accounts, passwords and files, and (c) all uses of Customer user accounts by any party other than OpenGov. 4. Intellectual Property Rights; License Grants; Access to Customer Data 4.1. Software Services. OpenGov owns all interests and Intellectual Property Rights in the Software Services. The look and feel of the Software Services, including any custom fonts, graphics and button icons, are the property of OpenGov. Customer may not copy, imitate, or use them, in whole or in part, without OpenGov's prior written consent. Subject to Customer's obligations under this Agreement, OpenGov grants Customer a non-exclusive, royalty -free license during the Term to use the Software Services. 4.2. Customer Data. Customer Data and the Intellectual Property Rights therein belong to Customer. Customer grants OpenGov and its partners (such as hosting providers) a non - 2 OpenGov Master Services Agreement County of Weld, CO - Revised January 21, 2025 Docusign Envelope ID: 5FBF602B-6C5A-410B-B40C-ABDF5C8AAC71 exclusive, royalty -free license to use, store, edit, and reformat Customer Data for the purpose of providing the Software Services. Customer further agrees that OpenGov and its partners may use aggregated, anonymized Customer Data for purposes of product enhancement, customer service, and data analysis. Insights gleaned from aggregated, anonymized Customer Data will belong to OpenGov. 4.3. Access to Customer Data. Customer may download Customer Data from the Software Services at any time during the Term, excluding during routine software maintenance periods. 4.4. Deletion of Customer Data. Unless otherwise requested pursuant to this Section 4.4, upon the termination of this Agreement, Customer Data shall be deleted pursuant to OpenGov's standard data deletion and retention practices, which is to delete Customer Data 45 days after termination or expiration of the Agreement. Upon written request, Customer may request deletion of Customer Data prior to the date of termination of this Agreement. Such a request must be addressed to "OpenGov Vice President, Customer Success" at OpenGov's address for notice in Section 10.2. 4.5. Feedback. "Feedback" means suggestions, comments, improvements, ideas, or other feedback or materials regarding the Software Services provided by Customer to OpenGov, including feedback provided through online developer community forums. Customer grants OpenGov a non-exclusive, royalty -free, irrevocable, perpetual, worldwide license to use and incorporate Feedback into the Software Services and Documentation. OpenGov will exclusively own any improvements or modifications to the Software Services and Documentation based on or derived from any of Customer's Feedback including all Intellectual Property Rights in and to the improvements and modifications. 5. Confidentiality 5.1. "Confidential Information" means all confidential business, technical, and financial information of the disclosing party that is marked as "Confidential" or an equivalent designation or that should reasonably be understood to be confidential given the nature of the information and/or the circumstances surrounding the disclosure. OpenGov's Confidential Information includes, without limitation, the software underlying the Software Services, and all Documentation. 5.2. Confidential Information does not include: (a) data that Customer has previously released to the public; (b) data that Customer would be required to release to the public upon request under applicable federal, state, or local public records laws; (c) Customer Data that Customer requests OpenGov make available to the public in conjunction with the Software Services; (d) information that becomes publicly known through no breach by either party; (e) information that was rightfully received by a party from a third party without restriction on use or disclosure; or (f) information independently developed by the Receiving Party without access to the Disclosing Party's Confidential Information. 5.3. Each party agrees to obtain prior written consent before disclosing any of the other 3 OpenGov Master Services Agreement County of Weld, CO - Revised January 21, 2025 Docusign Envelope ID: 5FBF602B-6C5A-410B-B40C-ABDF5C8AAC71 party's Confidential Information. Each party further agrees to use the other's Confidential Information only in connection with this Agreement. Each party further agrees to protect the other party's Confidential Information using the measures that it employs with respect to its own Confidential Information of a similar nature, but in no event with less than reasonable care. If a party is required to disclose Confidential Information by law or court order, they must notify the other party in writing before making the disclosure to give the other party an opportunity to oppose or limit the disclosure. 6. Term and Termination 6.1. Initial Term. This Agreement begins on the Effective Date and ends on the date the subscription ends ('Initial Term"), according to the Order Form, unless sooner terminated pursuant to Section 6.3. 6.2. Renewal. This Agreement shall automatically renew for another period of the same duration as the Initial Term (each one is a new "Renewal Term") unless either party notifies the other party of its intent not to renew this Agreement in writing no less than 30 days before the end of the then -current term. 6.3. Termination for Cause. If either party materially breaches any term of this Agreement and fails to cure such breach within 30 days after receiving written notice by the non - breaching party, the non -breaching party may terminate this Agreement. 6.4. Termination for Non -Appropriation. For any term after the first full year of this Agreement, Customer may terminate this Agreement if it does not appropriate funds to continue this Agreement in a future fiscal year by providing notice in writing no less than 30 days before the end of the then -current term. Such termination shall be effective upon the expiration of the then -current term. To invoke termination under this section, Customer must use good faith efforts to secure the appropriate funds for the next year's fees. 6.5. Effect of Termination. Upon termination of this Agreement pursuant to Section 6: (a) Customer shall pay in full for all Software Services and Professional Services for the then -current annual term, (b) OpenGov shall stop providing Software Services and Professional Services to Customer; and (c) each party shall (at the other party's option) return or delete any of the other party's Confidential Information in its possession. 7. Payment of Fees 7.1. Fees; Invoicing; Payment; Expenses. 7.1.1. Fees. Fees for Software Services and for Professional Services are set forth in the applicable Order Form, and OpenGov will invoice Customer accordingly. Customer agrees to pay invoices within 30 days. Invoices are deemed received when OpenGov emails them to Customer's designated billing contact. Obligations to pay fees are non -cancelable, and payments are non-refundable. 7.1.2. Annual Software Price Adjustment. OpenGov shall increase the fees for the Software Services during any Renewal Term by 5% each year or as otherwise agreed upon in 4 OpenGov Master Services Agreement County of Weld, CO - Revised January 21, 2025 Docusign Envelope ID: 5FBF602B-6C5A-410B-B40C-ABDF5C8AAC71 the applicable renewal Order Form. 7.1.3. Travel Expenses. OpenGov will invoice Customer for travel expenses provided in the SOW or Order Form as they are incurred. Customer shall pay all such valid invoices within 30 days of receipt of invoice. Receipts shall be provided for the travel expenses listed on the invoice. 7.2. Consequences of Non -Payment. If Customer fails to make any payments required under any Order Form or SOW, then in addition to any other rights OpenGov may have under this Agreement or applicable law, (a) Customer will owe a late interest penalty of the maximum rate permitted by law and (b) If Customer's account remains delinquent (with respect to payment of an undisputed invoice) for 10 days after receipt of a delinquency notice from OpenGov, which may be provided via email to Customer's designated billing contact, OpenGov may temporarily suspend Customer's access to the Software Service for up to 90 days to pursue good faith negotiations before pursuing termination in accordance with Section 6.3. Customer will continue to incur and owe all applicable fees irrespective of any such service suspension based on such Customer's delinquency. 7.3. Taxes. All fees under this Agreement are exclusive of any applicable sales, value-added, use or other taxes ("Sales Taxes"). Customer is solely responsible for all Sales Taxes, not including taxes based solely on OpenGov's net income. If any Sales Taxes related to the fees under this Agreement are found at any time to be payable, the amount may be billed by OpenGov to, and shall be paid by, Customer. If Customer fails to pay any Sales Taxes, then Customer will be liable for any related penalties or interest and will indemnify OpenGov for any liability or expense incurred in connection with such Sales Taxes. In the event Customer or the transactions contemplated by the Agreement are exempt from Sales Taxes, Customer agrees to provide OpenGov, as evidence of such tax-exempt status, proper exemption certificates or other documentation acceptable to OpenGov. 8. Representations and Warranties; Disclaimer 8.1. By OpenGov. 8.1.1. General Warranty. OpenGov represents and warrants that it has all right and authority necessary to enter into and perform this Agreement. 8.1.2. Professional Services Warranty. OpenGov further represents and warrants that the Professional Services, if any, will be performed in a professional and workmanlike manner in accordance with the related SOW and generally prevailing industry standards. For any breach of the Professional Services warranty, OpenGov will re - perform the applicable services. If OpenGov is unable to re -perform such work as warranted, Customer will be entitled to recover all fees paid to OpenGov for the deficient work. Customer must give written notice of any claim under this warranty to OpenGov within 90 days of the completion of Professional Services pursuant to the applicable SOW to receive such warranty remedies. 8.1.3. Software Services Warranty. OpenGov further represents and warrants that for the 5 OpenGov Master Services Agreement County of Weld, CO - Revised January 21, 2025 Docusign Envelope ID: 5FBF602B-6C5A-4108-B40C-ABDF5C8AAC71 Term, the Software Services will perform in all material respects in accordance with the Documentation. The foregoing warranty does not apply to any Software Services that have been used in a manner other than as set forth in this Agreement. OpenGov does not warrant that the Software Services will be uninterrupted or error -free. Customer must give written notice of any claim under this warranty to OpenGov within 90 days of Customer discovering the defect. For any breach of the Software Services warranty, OpenGov will repair or replace any nonconforming Software Services so that the affected portion of the Software Services operates as warranted. If OpenGov is unable to do so, Customer may terminate the license for such Software Services and will be entitled to recover all fees paid to OpenGov for the deficient Software Services. 8.2. By Customer. Customer represents and warrants that (a) it has all right and authority necessary to enter into and perform this Agreement; and (b) OpenGov's use of Customer Data pursuant to this Agreement will not infringe, violate or misappropriate the Intellectual Property Rights of any third party. 8.3. Disclaimer. OPENGOV DOES NOT WARRANT THAT THE SOFTWARE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE SERVICES. EXCEPT AS SET FORTH IN THIS SECTION 8, THE SOFTWARE SERVICES ARE PROVIDED "AS IS" AND OPENGOV DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON -INFRINGEMENT. 9. Limitation of Liability 9.1. By Type. NEITHER PARTY, NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS OR EMPLOYEES, SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; OR (C) FOR ANY MATTER BEYOND A PARTY'S REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. 9.2. By Amount. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE, CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER TO OPENGOV FOR THE SOFTWARE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY. 9.3. Limitation of Liability Exclusions. The limitations of liability set forth in Sections 9.1 and 9.2 above do not apply to, and each party accepts liability to the other for: (a) claims based on either party's intentional breach of its obligations set forth in Section 5 (Confidentiality), (b) claims arising out of fraud or willful misconduct by either party and 6 OpenGov Master Services Agreement County of Weld, CO - Revised January 21, 2025 Docusign Envelope ID: 5FBF602B-6C5A-4108-B40C-ABDF5C8AAC71 (c) either party's infringement of the other party's Intellectual Property Rights. 9.4. No Limitation of Liability by Law. Because some jurisdictions do not allow liability or damages to be limited to the extent set forth above, some of the above limitations may not apply to Customer. 10. Miscellaneous 10.1. Logo Use. Upon written consent from Customer, OpenGov shall have the right to use and display Customer's logos and trade names for marketing and promotional purposes in OpenGov's website and marketing materials, subject to Customer's trademark usage guidelines provided to OpenGov. 10.2. Notice. Ordinary day-to-day operational communications may be conducted by email, live chat or telephone. For notices required by the Agreement the parties must communicate more formally in a writing sent via USPS certified mail and via email. OpenGov's addresses for notice are: legal@opengov.comwithamailedcopyto OpenGov, Inc., 660 3rd Street, Suite 100, San Francisco, CA 94107. 10.3. Anti -corruption. Neither OpenGov nor any of its employees or agents has offered or provided any illegal or improper payment, gift, or transfer of value in connection with this Agreement. The parties will promptly notify each other if they become aware of any violation of any applicable anti -corruption laws in connection with this Agreement. 10.4. Injunctive Relief. The parties acknowledge that any breach of the confidentiality provisions or the unauthorized use of a party's intellectual property may result in serious and irreparable injury to the aggrieved party for which damages may not adequately compensate the aggrieved party. The parties agree, therefore, that, in addition to any other remedy that the aggrieved party may have, it shall be entitled to seek equitable injunctive relief without being required to post a bond or other surety or to prove either actual damages or that damages would bean inadequate remedy. 10.5. Force Majeure. Neither party shall be held responsible or liable for any losses arising out of any delay or failure in performance of any part of this Agreement, other than payment obligations, due to any act of god, act of governmental authority, or due to war, riot, labor difficulty, failure of performance by any third -party service, utilities, or equipment provider, or any other cause beyond the reasonable control of the party delayed or prevented from performing. 10.6. Severability; Waiver. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non -enforcement. 10.7. Survival. The following sections of this Agreement shall survive termination: Section 5 (Confidentiality), Section 7(Payment of Fees), Section 4.4 (Deletion of Customer Data), Section 8.3 (Warranty Disclaimer), Section 9 (Limitation of Liability) and Section 10 (Miscellaneous). 7 OpenGov Master Services Agreement County of Weld, CO - Revised January 21, 2025 Docusign Envelope ID: 5FBF602B-6C5A-4106-840C-ABDF5C8AAC71 10.8. Assignment. There are no third -party beneficiaries to this Agreement. Except as set forth in this Section 10.8, neither party may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations to a third party without the other party's written consent, which consent may not be unreasonably withheld, conditioned, or delayed. Either party may assign, without such consent but upon written notice, its rights and obligations under this Agreement to its corporate affiliate or to any entity that acquires all or substantially all of its capital stock or its assets related to this Agreement, through purchase, merger, consolidation, or otherwise. Any other attempted assignment shall be void. This Agreement will benefit and bind permitted assigns and successors. 10.9. Independent Contractors. This Agreement does not create an agency, partnership, joint venture, or employment relationship, and neither party has any authority to bind the other. 10.10. Governing Law and Jurisdiction. This Agreement will be governed by the laws of Customer's jurisdiction, without regard to conflict of laws principles. The parties submit to personal jurisdiction and venue in the courts of Customer's jurisdiction. 10.11. Complete Agreement. OpenGov has made no other promises or representations to Customer other than those contained in this Agreement. Any additional or different terms in a purchase order or click -through agreement are expressly rejected by the Parties and are void. Any modification to this Agreement must be in writing and signed by an authorized representative of each party. [Signature Page to Follow] 8 OpenGov Master Services Agreement County of Weld, CO - Revised January 21, 2025 Docusign Envelope ID: 5FBF602B-6C5A-410B-B40C-ABDF5C8AAC71 County of Weld, CO Signature zLr Perry L Beck Name Title Date ATTEST: OpenGov, Inc. oocuSigned by: jfA- Signature f1dA'lfIRS4MFdd7d Name Chair, Board of Weld County Commissioners Title FEB 0 3 2025 Weld County Clerk to the Board BY: _ 1L1L1k Deputy Clerk to the Board Date Joe Lane Sr.Director, Financial Planning & 1/24/2025 9 OpenGov Master Services Agreement County of Weld, CO - Revised January 21, 2025 Contract F Entity Information Entity Name* OPENGOV INC Entity ID* @00046964 Contract Name* 2025 CARTEGRAPH LICENSE AMENDMENT Contract Status CTB REVIEW Q New Entity? Contract ID 9059 Contract Lead* JMUNDT Contract Lead Email jmundt@weld.gov Parent Contract ID Requires Board Approval YES Department Project # Contract Description* AMENDS OUR CURRENT AGREEMENT TO ENABLE "UNLIMITED USERS" AND EXTENDS THE AGREEMENT FOR AN ADDITIONAL CALENDAR YEAR. ALL FUNDS NEEDED WERE INCLUDED IN FY25 BUDGET. Contract Description 2 Contract Type* Department Requested BOCC Agenda Due Date AGREEMENT INFORMATION Date* 01/30/2025 TECHNOLOGY-GIS 02/03/2025 Amount* $74,336.19 Department Email Will a work session with BOCC be required?* CM- NO Renewable* InformationTechnologyGI NO S@weld.gov Does Contract require Purchasing Dept. to be Automatic Renewal Grant IGA Department Head Email CM- InformationTechnologyGI S-DeptHead@weld.gov County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL D.GOV included? If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Termination Notice Period Contact Information Review Date* 02/02/2026 Committed Delivery Date Renewal Date Expiration Date* 06/30/2026 Contact Info Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Purchasing Approver Purchasing Approved Date CONSENT 01/28/2025 Approval Process Department Head Finance Approver Legal Counsel RYAN ROSE CONSENT CONSENT DH Approved Date Finance Approved Date Legal Counsel Approved Date 01/28/2025 01/28/2025 01/28/2025 Final Approval BOCC Approved Tyler Ref # AG 020325 BOCC Signed Date Originator JMUNDT BOCC Agenda Date 02/03/2025 Hello