HomeMy WebLinkAboutOpenGov Services Agreement - 4.21.2025Docusign Envelope ID: CBCAD4B7-95DB-4657-99BC-ED4E4DB9B069
OpenGov
Order Form Number:
Created On:
Order Form Expiration:
Subscription Start Date:
Subscription End Date:
Q-07653
04/15/2025
04/30/2025
05/01/2025
04/30/2028
Prepared By:
Email:
Contract Term:
OpenGov Inc.
660 3rd Street, Suite 100
San Francisco, CA 94107
United States
Christine Roth
croth@opengov.com
36 Months
(Customer Information:
Customer:
Bill To/Ship To:
City of Waterloo, IA
715 Mulberry Street
Waterloo, Iowa
50701
United States
Contact Name:
Email:
Phone:
Kelley Felchle
kelley.felchle@waterloo-ia.org
319-291-4323
Order Details:
Billing Frequency:
Payment Terms:
SOFTWARE SERVICES:
Prepaid
Net 30 Days
Product Name
Start Date
End Date
Annual Fee
Autofill Interface
05/01/2025
04/30/2026
$1,030.85
Document Management Interface
05/01/2025
04/30/2026
$2,453.65
Permitting & Licensing: Add -On Bundle
05/01/2025
04/30/2026
$6,130.72
Permitting and Licensing - Building Permits &
Inspectional Services
05/01/2025
04/30/2026
$52,126.55
AutofillInterface
05/01/2026
04/30/2027
$1,082.39
Document Management Interface
05/01/2026
04/30/2027
$2,576.34
Permitting & Licensing: Add -On Bundle
05/01/2026
04/30/2027
$6,437.26
Docusign Envelope ID: CBCAD4B7-95DB-4657-99BC-ED4E4DB9B069
Permitting and Licensing - Building Permits &
Inspectional Services
05/01/2026
04/30/2027
$54,732.88
Autofill Interface
05/01/2027
04/30/2028
$1,136.51
Document Management Interface
05/01/2027
04/30/2028
$2,705.15
Permitting & Licensing: Add -On Bundle
05/01/2027
04/30/2028
$6,759.13
Permitting and Licensing - Building Permits &
Inspectional Services
05/01/2027
04/30/2028
$57,469.53
PROFESSIONAL SERVICES:
Product Name
Start Date
Description
Fee
Professional Services
Deployment - Prepaid
05/01/2025 Custom Deployment from OpenGov Professional Services team.
Scope -dependent.
$50,598.40
Professional Services Total: $50,598.40
Customer Billing/Service Periods:
Period:
05/01/2025
05/01/2026
05/01/2027
Total:
$112,340.17
$64,828.87
$68,070.32
Order Form Legal Terms:
This Order Form incorporates the OpenGov Master Services Agreement ("MSA") attached here or available at
https : //opengov. com/terms-of-service/master-services-agreement/.
The "Agreement" between OpenGov and the entity identified above ("Customer") consists of the Order Form, MSA, and,
if Professional Services are purchased, the Statement of Work.
Unless otherwise specified above, fees for the Software Services and Professional Services shall be due and payable, in
advance, 30 days from receipt of the invoice.
By signing this Agreement, Customer acknowledges that it has reviewed, and agrees to be legally bound by the
Agreement. Each party's acceptance of this Agreement is conditional upon the other's acceptance of the Agreement to the
exclusion of all other terms
City of Waterloo, IA:
OpenGov, Inc.
Docusign Envelope ID: CBCAD4B7-95DB-4657-99BC-ED4E4DB9B069
- DocuSigned by:
Signature:
C nUnlitn, (-1-tvit
UOb25U/8AAG8449...
Name:
Quentin Hart
Signature:
Name:
Title: Title:
Mayor
Date: 4/24/2025
Signature:
Name:
,-DocuSigned by:
Ftleidt
�A82BC16EO9AB44F...
Kelley Felchle
Title:
City clerk
Date:
4/25/2025
Date:
Docusign Envelope ID: E2113527-6DF1-4A1 B-B63B-A1 F34C19BF12
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 ("Customer"). 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.
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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-exclusive, royalty -free license to use, store, edit, and reformat Customer Data for
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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
party's Confidential Information. Each party further agrees to use the other's
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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
the applicable renewal Order Form.
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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
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
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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
(c) either party's infringement of the other party's Intellectual Property Rights.
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OpenGov Master Services Agreement Revised September 1, 2024
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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. 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.com with a mailed copy to 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 be an inadequate remedy.
10.5. Force Majeure. Neither party shall be held responsible or liable for any losses arising out
of any delay or failure in performance of any part of this Agreement, other than payment
obligations, due to any act of god, act of governmental authority, or due to war, riot, labor
difficulty, failure of performance by any third -party service, utilities, or equipment
provider, or any other cause beyond the reasonable control of the party delayed or
prevented from performing.
10.6. Severability; Waiver. If any provision of this Agreement is found to be unenforceable or
invalid, that provision will be limited or eliminated to the minimum extent necessary so
that this Agreement will otherwise remain in full 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).
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
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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.
City of Waterloo, IA OpenGov, Inc
DocuSigned by:
Signature lat In' A -Mt Signature
D0525D78AAC8449...
Name Quentin M. Hart Name
Title _Mayor Title
Date 4/21/2025 Date
City of WaterIQoDZ Signed by:
Fddife
Signature
g \--ABz@CiEEByx@4'tF...
Name _Kelley Felchle
Title _City Clerk
4/21/2025
Date
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OpenGov Master Services Agreement Revised September 1, 2024