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HomeMy WebLinkAboutC2022-246 - 12/6/2022 - Approved DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD .mus c, �a a� H CO-OPERATIVE PURCHASE AGREEMENT NO. 4441 Budget Module Replacement 1852 THIS Budget Module Replacement Co-operative Purchase Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home- rule municipal corporation ("City") and Vertosoft, LLC ("Contractor'), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). 1. Co-operative Agreement. Contractor has agreed to provide Budget Module Replacement in accordance with its agreement DIR-TSO-4227 (the "Co-operative Agreement"), which is incorporated by reference into this Agreement as if fully set out here in its entirety. In the event of a conflict between this Agreement and the Co-operative Agreement, this Agreement shall govern to the extent allowed by the Co-operative Agreement. 2. Scope. Contractor shall provide Budget Module Replacement in accordance with the attached quote ("Quote"), as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 3. Term. The Term of this Agreement is five years beginning on the date provided in the Notice to Proceed from the City's Contracts & Procurement Division. The parties may mutually extend the term of this Agreement for up to zero-additional zero-year periods ("Option Period(s)"), provided, the parties do so in writing prior to the expiration of the original term or the then-current Option Period. 4. Compensation and Payment. This Agreement is for an amount not to exceed $1,282,038.40, subject to approved amendments and changes. All pricing must be in accordance with the attached Quote, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Invoices must be mailed to the following address: City of Corpus Christi Attn: Accounts Payable P. O. Box 9277 Corpus Christi, TX 78469-9277 5. Contract Administrator. For the purposes of this Agreement, the City's assigned contract administrator ("Contract Administrator") is the Director of Information Technology or the Director's designee ("Director"). The Contract Administrator is responsible for the approval of all phases of performance and operations under Co-operative Purchase Agreement-OpenGov Software (Vertosoft LLC) Page 1 of 3 DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD this Agreement, including deductions for non-performance and authorizations for payment. 6. Notice. Any notice required under this Agreement must be given by email, fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day emailed or faxed with proof of transmission, on the day hand-delivered, or on the third day after postmark if sent by certified mail. Notice must be sent as follows: If to City: With a copy to: City of Corpus Christi City of Corpus Christi Attn: Peter Collins Attn: Eddie Houlihan IT Director Management & Budget Director 1201 Leopard St. P. O. Box 9277 Corpus Christi, TX 78401 Corpus Christi, TX 78469-9277 Email: peterc@cctexas.com Email: eddieho@cctexas.com Fax: (361) 826-3174 Fax: (361) 826-3174 If to Contractor: Vertosoft, LLC Attn: David Ball, Sales 1602 Village Market Blvd., Suite 215 Leesburg, VA 20175 Email: sales@vertosoft.com Fax: 571-291-4119 7. Insurance. Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured, and the City Attorney must be given copies of requested insurance policies within 10 days of the City Manager's written request for the same. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 8. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. Co-operative Purchase Agreement-OpenGov Software (Vertosoft LLC) Page 2 of 3 DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD 9. Amendments. This Agreement may be amended only in writing, following the change procedure set out in Attachments A and B, as applicable, and signed by authorized representatives of each party. 10. Entire Agreement. This Agreement, along with the Co-operative Agreement, constitutes the entire understanding and agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. CONTRACTOR DocuSigned by: Signature: v--� ba FBF56DStJ93FF4F3... Printed Name. David Ball Title: senior Director Date: 11/10/2022 Ord. 032923 Authorized By Council 12-6-2022 CITY OF CORPUS CHRISTI DocuSigned by: r_ ,�- ` 12/9/2022 DS J-0—S H DC'fi? fil6y Date Ir Assistant Director of Finance — Contracts & Procurement APPROVED AS TO FORM: DocuSigned by: { 11/23/2022 ATTEST: sftf 4hf'City Attorney Date DocuSigned b � Rebecca Huerta Attached and Incorporated by Reference: City Secretary Attachment A: Quote & Statement of Work Attachment B: Software Services Agreement Attachment C: Insurance Requirements Incorporated by Reference Only: Co-operative Agreement: DIR-TSO-4227 Co-operative Purchase Agreement-OpenGov Software (Vertosoft LLC) Page 3 of 3 DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD Afladil,'r HIr'v1 As QuolitH, & Statelrrmlrvt of Warlk tosoft : 10114 011 41114111:.::11,411114131:11 David Ball Holly Houghton 8504 Vertosoft LLC HAM, A 11: 1602 Village Market Blvd,Suite 215 holllly@cctexas,coinn November 2,2022 Leesburg,VA 20175 \/�L.If)1.11,.4 111 December 16,2022 at 11:00 AM DUNS#080431574 Cage Code:7QV38 Federal Tax ID:81-3911287 Business Size:Small Business sales@vertosoft.com Fax:571-291-4119 wwnivel tosott.colnn 703 568 4 703 Vertosoft OpenGov Quote - TX DIR - City of Corpus Christi TX Texas DIR Contract Number: DIR-TSO-4227 Payment Terms-Net 30 Delivery:Electronic Government Customer Ship To:City of Corpus Christi,TX P.O Box 9277 Corpus Christi,TX Eddie Houlihan eddieho@cctexas.com (361)826-3792 Holly Houghton holly@cctexas.com Subscription Term Start Date: 10/01/2022 End Date:09/30/2027 Fees payable during the initial five year term from 10/1/2022-9/30/2027 shall not increase until the renewal term effective 10/1/2027 OPGV-GABS-BI2B-RR-5Y 208,198.97 Budgeting &Planning - Between$1-2 Billion-5Y-Year 1 x 1 Includes Premium Support(OPGV-GBCS-BI 2B-RR-5Y) 208,198.97 Period of Performance:10/01/2022-09/30/2023 Payment for Year 1: Billable 1/1/2023 DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD OPGV-HAFB-Bl2B-RR-5Y 31,701.03 Multi-Approval Workflows for Finance - Between$1-2 Billion-5Y-Year 1 x 1 Period of Performance:10/01/2022-09/30/2023 31,701.03 Payment for Year 1: Billable 1/1/2023 OPGV-GHBP-Bl2B-NR-OY 231.20 Custom Professional Services Deployment&Travel - Fixed Fee - Between$1-2 x 357 Billion- 82,538.40 Start Date: 10/01/2022 Includes all travel costs Payment for Year 1: Billable 1/1/2023 Subtotal 322,438.40 OPGV-GABS-BI2B-RR-3Y 208,198.97 Budgeting &Planning - Between$1-2 Billion-5Y-Year 2 x 1 Includes Premium Support(OPGV-GBCS-BI 2B-RR-5Y) 208,198.97 Period of Performance:10/01/2023-09/30/2024 Payment Due Date: 10/15/2023 OPGV-HAFB-Bl2B-RR-5Y 31,701.03 Multi-Approval Workflows for Finance - Between$1-2 Billion-5Y-Year 2 x 1 Period of Performance:10/01/2023-09/30/2024 31,701.03 Payment Due Date: 10/15/2023 Su btota 1 239,900.00 OPGV-GABS-BI2B-RR-5Y 208,198.97 Budgeting &Planning - Between$1-2 Billion-5Y-Year 3 x 1 Includes Premium Support(OPGV-GBCS-BI 2B-RR-5Y) 208,198.97 Period of Performance:10/01/2024-09/30/2025 Payment Due Date: 10/15/2024 OPGV-HAFB-Bl2B-RR-5Y 31,701.03 Multi-Approval Workflows for Finance - Between$1-2 Billion-5Y-Year 3 x 1 Period of Performance:10/01/2024-09/30/2025 31,701.03 Payment Due Date: 10/15/2024 Su btota 1 239,900.00 OPGV-GABS-BI2B-RR-5Y 208,198.97 Budgeting &Planning - Between$1-2 Billion-5Y-Year 4 x 1 Includes Premium Support(OPGV-GBCS-BI 2B-RR-5Y) 208,198.97 Period of Performance:10/01/2025-09/30/2026 Payment Due Date: 10/15/2025 DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD 0PGV-HAFB-BI2B-RR-5Y 31,701.03 Multi-Approval Workflows for Finance - Between$1-2 Billion- 5Y-Year 4 x 1 Period of Performance:10/01/2025-09/30/2026 31,701.03 Payment Due Date: 10/15/2025 Su btota 1 239,900.00 0PGV-GABS-BI2B-RR-5Y 208,198.97 Budgeting &Planning - Between$1-2 Billion-5Y-Year 5 x 1 Includes Premium Support(OPGV-GBCS-BI 2B-RR-51) 208,198.97 Period of Performance:10/01/2026-09/30/2027 Payment Due Date: 10/15/2026 0PGV-HAFB-BI2B-RR-5Y 31,701.03 Multi-Approval Workflows for Finance - Between$1-2 Billion- 5Y-Year 5 x 1 Period of Performance:10/01/2026-09/30/2027 31,701.03 Payment Due Date: 10/15/2026 Su btota 1 239,900.00 Total $1,282,038.40 OpenGov Terms of Service Annual invoices will be delivered by the start of each consecutive annual period.Payment of invoices shall be annually in advance.Customer's use of the OpenGov Services is pursuant to the the Terms and Conditions-Software Service Agreement (Purchase through an OpenGov Authorized Reseller)set forth at Irnttlps://olpeirngorr.coi /teen ms of seirvilce.Any Professional Services shall be performed pursuant to the attached Statement of Work. All Purchase Orders must include:End User Name, Phone Number, Email Address, Purchase Order Number,Government Contract Number and Our Quote Number, Bill-To and Ship-To Address(Cannot ship to a PO Box), Period of Performance(if applicable),and a Signature of a duly Authorized Representative. AGREED TO AND SIGNED by authorized representatives of each of the Parties on the dates indicated below. Vertosoft LLCapcus.gne�tdbytt,rr City of Corpus Christi TX : r_ By: Lym� By: FBP56DS�93FF4F3... 5, 56E�64EG_.. Name: David Ball Name: Josh Chronley Title: Senior Director Title: AD of Finance & Procurement Date: 11/10/2022 Date: 12/9/2022 DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD OPENGOV S ta teimein t of Woirlk CRY Of Corpus Ill iron tiff "°1111"° Created by: Ariana Tuckey Creation Date: 09/28/22 Document Number: DD-02694 Version Number: 2 Overview 2 Preamble 2 Project Initiation 4 Best Practice Review 4 Configuration 4 Validation 5 Deploy 5 Project Completion 5 111611es aind IlRes p insfibillliti Roles and Responsibilities Matrix 6 Regular Communication Components 8 Commitment to Project Direction and Goals 9 Process 10 Escalation Requirements 10 Documentation 11 131roject Scope '12 OpenGov Reporting &Transparency Platform 12 OpenGov Reporting &Transparency Platform Project Deliverables 12 1 DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD (DOPENGOV Project Tasks 12 Initiate 12 Best Practices 13 Configuration 13 Validation 14 Deploy 14 OpenGov Budgeting& Planning 15 Budget& Planning Project Deliverables 15 Project Tasks- Budgeting and Planning 15 Initiate 15 Best Practices 17 Configure 17 Validation 19 Deploy 19 Financial Integration 20 Financial Integration Deliverables 20 Financial Integration Tasks 20 Initiate 20 Configuration 21 Validation 21 Deploy 22 Acceptaince 22 Acceptance Process 22 Acceptance Requirements 23 1"it v 111 24 Overview U. Preamble This Statement of Work ("SOW') identifies services that OpenGov, Inc. ("OpenGov" or "we") will perform for City of Corpus Christi, TX("Customer" or"you") pursuant to that order for Professional Services entered into between OpenGov and the Customer ("Order Form") which references the Software Services Agreement or other applicable agreement entered into by the parties (the "Agreement'). • Customer acknowledges and agrees that this Statement of Work is subject to the confidentiality obligations set forth in the Software Services Agreement between OpenGov 2 DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD (DOPENGOV and City of Corpus Christi, TX. • Customer's use of the Professional Services are governed by the Agreement and not this SOW. • Upon execution of the Order Form or other documentation referencing the SOW, this SOW shall be incorporated by reference into the Agreement. • In the event of any inconsistency or conflict between the terms and conditions of this SOW and the Agreement, the terms and conditions of this SOW shall govern with respect to the subject matter of this SOW only. Unless otherwise defined herein, capitalized terms used in this SOW shall have the meaning defined in the Agreement. • This SOW may not be modified or amended except in a written agreement signed by a duly authorized representative of each party. • OpenGov will be deployed as is. Customer has access to all functionality available in the current release. OpVenGov ImplementationeMei o! Initiation Rest.Practice Review Validation Go Me Project Completion KeyActivltles: Learning avid application or'Best Key Activities: practices,N•lands-onWarkshops,Admin Training Key Activities: KeyActiviles:System Key'ActivltlesaFinal Introductions,project plan Key Work Products,Document Request Configuration Review„ In use Acceptance,Transition to review,establish charter ClreckAsts.,Soiutfon Recommendation,Daw map, Usem Acceptance Testing, Customer Success and plan timelines S,olsAion Document Data ConHrrnaation,UserKey Work Productsr. Manager avid Tec:hnacau Training Prooct Documentation Support,Feedback.survey Key Work Products:.Roles.. and retsponsibRitdes. configuration Key Worts'Products:Data Key Work Products:Project overview,project plan, Key Activities:Appl catlon and Skalutlon Val Wall on,Customer Acceptance,Transition Charter and Schedule Canrrf9gjuuratlon,InMM Data Migj,rar:lern Review Key War*Products,Soludrtisan Conddgjuradlon,Feer RpVww,S olsatlon.Document urs rr in ,ur mi° � 'pro e lMetlhoddlogy OpenGov's deployment methodology, often referred to as the OpenGov Way("OG Way'), delivers on OpenGov's mission to power more effective and accountable governments. 'It is an innovative, modern, and iterative approach that leads our customers to successfully deploy our products and help them successfully achieve their vision. The OG Way differentiates itself in the market by its foundation of customer empowerment. We rely on our years of experience working with governments, leading in governments, and leveraging best practices from the public and private sector in order to coach our customers through the change management needed to leverage our quality software. This methodology requires a degree of focus and engagement to ensure 3 DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD (DOPENGOV collaboration between both parties to produce the desired results in a timely manner. We look forward to our partnership and can't wait to show you how The OG Way will improve the way you do business and the services you're able to provide to your citizens! Project Initiation During project initiation, we will introduce project resources, review the products and services purchased, finalize project timelines, and conduct the kickoff meeting. Both OpenGov and Customer are responsible for assigning their Project Managers for the project. We will hold a planning meeting to review all project documents OpenGov has received to date.We'll also provide additional worksheets that need to be included. We'll set-up meetings to finalize the project plan and ensure there is a centralized location for these documents to be stored for collaboration. Lastly, we'll determine the date for the larger kickoff meeting and discuss the agenda for this critical meeting. Best Practice Review • OpenGov will provide your team with access to OG University and OpenGov's Resource Center so that you can start learning. • OpenGov provides checklists with samples of data and information that we'll need completed. We will obtain all data and integration information at this time in our standard format. • We will review your agency-specific documents to validate your business requirements. • We will then coach you on our best practices by showing you how our tool works in the most effective manner. • Based on our best practices review and domain expertise, we will make solution recommendations. • We will align with your team based on our understanding of your operating processes based on technical requirements and product functionality. • OpenGov will review all data and integration requirements. A data map will be mutually agreed upon and signed off on by Customer. • OpenGov will present a solution document to be mutually agreed upon prior to starting the configuration. Configuration • We will set-up the base configuration based on the mutually agreed upon solution document. • We will mutually configure the use cases based on the mutually agreed upon solution document. • We will migrate your data based on our mutually agreed upon data map. 4 DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD (DOPENGOV Validation • Customer reviews the completed work performed during configuration. • The appropriate members of the Customer project team will confirm that the solution has been configured correctly based on the solution and data mapping documents by testing the use of the solution. • Training will be provided based on the selected package, or as set forth herein. • Any items that were configured or migrated incorrectly based on the data map and solution document will be tracked via an issue log. We will work with your team to identify deployment critical issues that will be worked out prior to launch. If the item is not included in the mutually agreed upon data map and solution document, a mutually agreed upon change order will be discussed as defined in Section 10 Change Management of this SOW. • The exit criteria for this phase is the sign off by the Customer's Project Manager of the configuration based on the mutually agreed upon solution and data map as defined in Section 9 Acceptance of this SOW. Deploy • The solution is usable by Customer. Project Completion • Customer is sent a project acceptance form to sign as defined in Section 9 Acceptance of this SOW. • Customer will be asked to respond to a brief survey to provide feedback about the experience. • Customer is introduced to Customer Support and educated on how to engage with customer support based on Customer's procured package. "' . Piirol,ject Sdhedulle OpenGov will schedule resources for this project upon signature of the Order Form. Unless specifically noted, the OpenGov assigned project manager (as identified below or such alternate designated by OpenGov, the"OpenGov Project Manager')will work with Customer Project Manager to develop the project schedule for all requested deliverables under this SOW. OpenGov reserves the right to adjust the schedule based on the availability of OpenGov resources and/or Customer resources, and the timeliness of deliverables provided by the Customer. 5 DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD (DOPENGOV ii.. 1IIRdles aindVIII° III iiia ilii III ilii VIII ilii° ilii .1. Roles and Responsibilities Matrix Executive Sponsor Responsible for ensuring alignment on project value proposition and ("ES") vision. Escalation point for Customer Executive Sponsor to mitigate any risks that the project team cannot resolve. Executive Sponsor attends monthly(or other frequency)executive meetings to review deployment status, documented issue list, status and closure summary. Project Manager("PM") Responsible for the delivery of the professional services based upon the agreed upon contract and SOW within the budgeted hours and timeframe. Ensures the project is properly forecasted, assigns tasks/resources, and tracks toward project completion. Holds executive steering committee meetings and/or quarterly business reviews as appropriate to ensure project issues are properly escalated and success is achieved. Facilitates the transition to support. Implementation Responsible for helping Customer configure OpenGov's product suites Analyst("IA') as assigned. The IA is the primary consultant, guiding Customer through configuration working sessions to put together successful workflows. Subject Matter Expert OpenGov Subject Matter Experts("SMEs")will engage in strategy, ("SME") design, and execution discussions internally and with Customer during the deployment. The SME has a specific area of expertise, and depending on the scope of the project more than one SME may engage. The SME will not be on all working sessions, but will be involved per the direction of the OpenGov Project Manager. Data Solutions Responsible for migrations, conversions, and integrations as Engineer("DSE") assigned. Responsible for providing clear direction on specifications to ensure proper delivery of migration, conversions, and integrations. Clear data mapping and data validation to be provided with customer sign-offs obtained by the OpenGov Project Manager. Account Executive The Account Executive is responsible for the sales cycle. Aligning on ('AE") program vision,value proposition, and contract terms. The Account Executive will facilitate project kickoff along with the OpenGov Project Manager. The Account Executive will be engaged with the 6 DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD (DOPENGOV customer throughout their journey with OpenGov, post-deployment and beyond. Customer Success The Customer Manager("CSM")is the primary customer relationship Manager("CSM") holder post-Deploy.The"Air Traffic Controller'or"Quarterback"of OpenGov resources with focus on long term success of Customer's partnership with OpenGov. The CSM will engage with Customer to discuss adoption strategy and conduct periodic reviews to ensure Customer's key stakeholders understand all OpenGov offerings and how they align to key Customer priorities. The CSM will be introduced at deployment kickoff, but will not be an active participant in deployment working sessions. As the deployment approaches closure, the CSM's engagement will ramp-up, and the OpenGov Project Manager to CSM meeting with Customerwill occur prior to Project Completion. Budget Owner("BO") The Customer Budget Owner commits the funds to the project deployment, assesses the value to the cost(ROI), and approves changes orders. In some cases, the Budget Owner and Executive Sponsor are the same person. Executive Sponsor Responsible for ensuring Customer team is aligned to core project ("ES") value proposition and goals. Able to intervene if the project goes off track, and has ability to make decisions on timeline and budget when decisions are stalled. The Executive Sponsor is not expected to regularly attend deployment working sessions. Executive Sponsors, attend monthly(or other frequency)executive meetings to review deployment status, documented issue list, status and closure summary. Project Manager("PM") Serves as the primary contact for OpenGov Project Initiation, Best Practice Review, Configuration, Validation, Deploy, Project Completion. Coordinates meetings and schedules. Controls communication between the Customer and OpenGov project teams. Project Lead("PL") Is an internal SME in the functional area of deployment.Attends working sessions, trainings, and responsible for reviewing configurations. Primary OpenGov counterpart will be the IA. Data and SystemsLead Responsible for mapping out data infrastructure and validating ("DSL") migration, conversion, integration requirements. Someone who is able to connect OpenGov team with any of Customer's third-party data 7 DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD (DOPENGOV sources and vendors as needed tofu If i I I SOW requirements. IISG oveirinaince Project Governance provides the foundation and framework to manage deployments by assessing progress and addressing questions and challenges during the course of deployment. OpenGov follows three guiding principles for governance to maximize the deployment value with our customers: • Regular communication aligned to the agreed upon project plan and timing will occur. OpenGov expects Customers to raise questions or concerns as soon as they arise. OpenGov will do the same, as we can only address items when known. • Executive involvement is expected from both OpenGov and Customer. Not only may Executives be called upon to clarify expectations and/or confusion, but also to steer strategic items to maximize the value through the deployment. • Commitment to the direction outlined in this SOW and critical assessment change orders to ensure they drive value. .1. Regular Communication Components 1111 lig, I w i. - Quarterly Engagement Quarterly Overview of PM, ES, PM, PL, ES, Management Review Program Status, others as others as Review("QMR") Value Realization, necessary necessary trends, savings reports, program improvement, technology, and discuss program adjustments Statement Bi-Annually Review of PM, ES, AE, PM, BO. ES Committee milestones per CSM commercial agreement, review budget and fiscal 8 DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD (DOPENGOV matters. Discuss strategic direction from deployment, alignment of OpenGov with Customer's 3-year roadmap, evaluate potential shift in strategy and impact to relationship Executive Sponsor Meeting Monthly/ Discuss PM, ES, PM, ES, Bi-Monthly deployment: plus others plus others -Strategicimpacts: as as timing, scope, necessary necessary process -Value prop changes, confusion - Project specific: items that need guidance, support and/or clarity Weekly Deployment Updates Weekly Summary of project Project Project actions against Team+ Team + project plan. ES(s) ES(s) Risks and achievements highlighted in addition to asks of leadership. . . Commitment to Project Direction and Goals This SOW is the direction agreed upon by Customer and OpenGov. Transparency of the plan is paramount for our Customers to attain the value the SOW or any subsequent change order outlines. 9 DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD (DOPENGOV Should direction of the deployment become disconnected, OpenGov and Customer Project Managers will outline the gaps as they understand them and communicate the gaps to their respective Executive Sponsor(s)(or Project Teams)for discussion and resolution. The communication path for this engagement will be outlined in the kickoff meeting, documenting both phone numbers and email. The general path is: OpenGov Project Manager --* Professional Services Sr. Manager / SVP --* OpenGov Executive Sponsor Illlflllll; VIII iiia iiia Pirocess The purpose of this section is to define the escalation process, should it be needed, to support closing issues that are raised and discussed to move forward with the deployment. OpenGov and Customer agree to raise concerns and follow the escalation process, resource responsibility, and documentation. .1. Process • Identification of an issue impeding deployment progress. • Customer or OpenGov Project Manager summarizes the problem statement and impasse. • Customer and OpenGov Project Managers will outline solution, acceptance or schedule executive review in accordance with SLA as defined in Section 7 General Project Assumptions. • Resolution will be documented and signed off following executive review in accordance with SLA as defined in Section 7 General Project Assumptions. . . Escalation Requirements • OpenGov and Customer Project Managers will summarize the impasse and recommendation to present at scheduled or ad hoc executive meetings. Unless otherwise noted in this SOW, Customer Project Manager can approve how hours are used, but not where funding is required. • Executive Sponsors attend monthly (or other frequency) executive meetings to review deployment status, documented issue list, status, and closure summary. • Steering Committees,where applicable,will be the arbitrator to direction and issue closure. Unless otherwise noted in this SOW, the Customer Executive Sponsor must approve change orders that result in additional cost. • Customer or OpenGov Subject Matter Experts may be requested to provide input to the issue and assist in closure. Both Customer and OpenGov will make best effort to enable those Subject Matter Experts to be available and participate. 10 DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD (DOPENGOV Documentation • Issue Escalation: Problem Statement with clear impact to the deployment and/or engagement. • Acceptance Document: Will include any change order(s) or other process adjustments required and summary of the resolution. • Notes from project meetings, executive reviews, and Steering Committee meetings, as appropriate. eineirall Piro' 111 OpenGov is excited to work with Customer on the implementation of our OpenGov ERP Cloud. In order to ensure we are able to meet the project timeline and ensure Customer is successful in this implementation, OpenGov asks that Customer abide by the General Assumptions detailed in this SOW. • This SOW is limited to the Implementation of the OpenGov Cloud as defined in the Project Scope. Any additional services or support will be considered out of scope. • Customer will commit and provide access to all necessary stakeholders and subject matter experts, and other key parties whose roles are defined in Section 4.1, necessary to the successful implementation of the OpenGov ERP Cloud as defined in this SOW. • OpenGov will perform the work under this SOW remotely, except for any project-related activity which OpenGov determines would be best performed at your facility in the City of Corpus Christi, TX in order to complete its responsibilities under this SOW. OpenGov will work with Customer to determine which activities will be performed on-site during the Initiate phase of the project. • Customer is responsible for internal change management associated with the purchase of new software. • Response Protocol • OpenGov and Customer commit to responding to inquiries, updates, or any other project-related matters in no more than 10 business days throughout the course of this project. If Customer is delayed in its response, Customer acknowledges that: a)the delay may impact the project schedule; and b)any fees for Professional Services due to OpenGov after such delay shall become due and OpenGov may invoice Customer for such prepayment. • As set forth in Section 6.1(e) of the Agreement, if extended delays in Customer responsiveness are encountered, OpenGov may opt to put the project into an "On Hold" status, which includes causing OpenGov to stop or cause to be stopped the Professional Services to be provided to the Customer, until the Customer has fulfilled its obligations set forth in the On Hold Notice as described in the Agreement. 11 DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD (DOPENGOV o The Professional Services will be provided during regular business hours (8am to 6pm Central Time)Monday through Friday(holidays excluded). • SOW Expiration: o This SOW is valid for up to 90 days from the Creation Date, or as agreed to in writing by OpenGov and Customer. 8. Piirolject Scqpe .1. OpenGov Reporting & Transparency Platform II II ve raII1IIe f,;; U m m JIM m mBIMINI OpenGov Cloud based Reporting& Transparency Platform that includes: Reporting& • Stories Transparency • Community Feedback Platform • Reporting • Dashboards • Transparency Portal The tasks listed below are required for OpenGov and Customer to successfully complete the OpenGov Reporting &Transparency Platform implementation. ,,, m IIU - m . m Provisioning OpenGov will provision Customer's OpenGov entity and verify Customer has Reporting& access to all purchased modules. Transparency Platform OpenGov OpenGov will provide access to OpenGov University online training courses University intended to teach users on the basics of the Reporting& Transparency Platform Platform. Training Stories and OpenGov will build out an example of a Story: 12 DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD (DOPENGOV Community • One standard story based on available templates in OpenGov. Feedback Examples OpenGov will build out an example of a topic in Community Feedback. Initial Data OpenGov will upload any applicable datasets to the OpenGov Platform. Migration • Base Budget File • Historical Budget and Transactions Files, including beginning balances • Budget Reference Year data files OpenGov will accept flat files such as CSV, Text, and/or Excel 8 ,2,2, 1P ��111111 111,111111 mi I I 11111ii,11 Overview of OpenGov assesses and identifies how best to configure and map data to Best Practice ensure success based on materials provided by Customer. Stories and The Implementation Analyst will conduct a review of the examples created. Community Feedback Review Solution OpenGov will present a solution document to be mutually agreed upon prior to Document beginning configuration. ��Iiiiii 111,111111 miiI I 11111ii,I ��111117111 -ffiii i Chart of OpenGov will Accounts • Review and give feedback on Customer's general ledger chart of accounts • Provide a functional build of the proposed OpenGov Chart of Accounts, and gain sign off on acceptance from Customer. • Configure OpenGov Chart of Accounts in OpenGov system OpenGov Reports OpenGov will: • Set up 3 OpenGov reports(Annual, Budget to Actuals, and Transactions) 13 DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD (DOPENGOV 4, Validatrion Chart of Once built in OpenGov system, Customer will validate and sign off on Accounts transformed Chart of Accounts. Data Customer will validate and sign off on the datasets uploaded as part of the implementation. 1 ® IIU - gi Training Stories OpenGov will review configured story and provide training to Customer on how to: • Create new stories • Update/Maintain current stories • Publish internally and externally Training OpenGov will Community • Present configured Community Feedback site and theme. Feedback • Provide training to Customer on Community Feedback Functionality Training OpenGov will review configured OpenGov reports. OpenGov OpenGov will provide training Customer on report: Reports • Configuration • Update/Maintenance • Publishing internally and externally Training OpenGov will provide training to Customer on Dashboard: Dashboards • Configuration • Update/Maintenance • Publishing internally and externally Reporting& OpenGov will review configured Chart of Accounts(COA)and uploaded data. TransparencyTr OpenGov will provide training to Customer on Platform maintenance: aining • Users • Uploading data • Maintaining COA Sign Off Customer will sign off that they have: • Configured Story 14 DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD (DOPENGOV • Configured Community Feedback • Configured OpenGov reports • Training has been provided on Stories, Community Feedback, OpenGov reports, Dashboards . . OpenGov Budgeting & Planning li, Ill u ,rr", „l ;'li °Il iliiliiiii lII''°iitf,lUr;r;,:'li Il r%Ilii r;ii 11111 ;f ��111111 111,111111 mi I I 11111ii,11 INV iiiiiiiiiiiiiii iii OpenGov Budgeting & Planning Suite, includes: Budgeting& • Operating Budget Planning Suite • Workforce Planning • Capital Improvement Project Budgeting • Online Budget Book • Budget Reporting 2�i2IIa sII,,rs iud getiiiltiga d I°Ila g The tasks and responsibilities listed below are required for OpenGov and Customer to successfully complete the OpenGov Budgeting and Planning Suite implementation. /,% ��111111 111,111111 mi I I 11111ii,11 ���111111111 M-16111 III Documentation Customer to provide OpenGov: Receipt • Budget export • Examples of the documentation currently provided to department • Budget schedule • Management budget reports example OpenGov During the initial phase, OpenGov will provide system training to University administrators. Training will include: Budget Training • How to create o a budget o a proposal o a worksheet 15 DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD (DOPENGOV o add a line item o reselect line items o submit a budget • Reporting overview • Stories overview • Community Feedback Overview • Workforce Planning Overview Budget and OpenGov will build out examples of best practices for budgeting solutions: Workforce Solution Operating Examples • 2 budget instances in OpenGov • 2 proposals for each budget instance(Traditional and OpenGov) • 3 budget reports o Operating Budget Development o Operating Budget Details o Operating Budget Categories • 1 budget story for review Capital • 1 budget instances in OpenGov • 2 proposals • 3 budget reports o Capital Budget Development o Capital Budget Details o Capital Budget Categories • 1 capital story for review Workforce Planning Shell • 4 Standard cost elements o Wages o Insurance o Retirement o Taxes Online Budget OpenGov will build out: Book Examples • Look and feel of Online Budget Book • Best practice templates for: o Home Page o Generic(multi-use) o Operating o Department o Capital o Capital Project 16 DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD (DOPENGOV 2,2,�, 1,,3 s ir P r a c ir i c e s Overview of 0 penGov assesses and identifies how best to configure and map data to Best Practice ensure success based on materials provided by Customer. Budget and The Implementation Analyst will conduct a review of the examples created Workforce and work with the customer to confirm a budget format on which to move Solution forward. Online Budget The Implementation Analyst will conduct review of Online Budget Book Book Solution templates and work with Customer to confirm format and approach. Solution OpenGov will present a solution document to be mutually agreed upon prior to Document beginning configuration. Configure Base Budget OpenGov will configure and upload Customer's base budget file into OpenGov. File Budget Based on the Review and Confirmation phase OpenGov OpenGov will set up Configuration Customer's preferred budget format: Operating * 1 Budget instance * Up to 50 Proposals(Department) * Corresponding worksheets(single, fund, division, or function) * 1 standard budget Story template Capital * 1 Budget instance * Up to 50 Proposals(Department or Project) * Corresponding worksheets(single, fund, division, or function) * 1 standard capital Story template Based on the review of the Workforce Planning Shell and with the guidance of the Implementation Analyst, Customer will: • Buildout remaining cost elements • Populate position template * Validate Workforce calculation 17 DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD (DOPENGOV Budget OpenGov will hold working sessions between the Implementation Analyst and Configuration Customer for the purpose of validating, reviewing, and iterating upon draft Working budget instances. Session will focus on: Sessions • Set up • Structure • Workflow • Useraccess Administrator OpenGov will provide 1, 60-Minute training session(s)to enable Customer's Budget Budget Administrators to manage and maintain their OpenGov budgets Management including: Training • User access • Approval workflow • Cloning • Phases • Proposal status Dataset and OpenGov will set up 1 export and dataset view to enable budget reports View Configuration Budget OpenGov will configure up to 8 budget reports to include: Report(s) Operating • Operating Budget Milestones • Operating Budget Development • Operating Budget Details • Operating Budget Categories Capital • Capital Budget Development • Capital Budget Details • Capital Budget Categories • Capital Plan Report Budget OpenGov will provide1, 60-Minute training session(s)to enable Customer to Exports and own, manage and maintain their OpenGov Budget Data and Reports including: Reporting • Exports Training • Dataset views • Reports Online Budget OpenGov provide one 60-Minute session for training on the following topics: Book • Using and copying templates Administrator • How Datasets and Reports work in Stories Training • How the Online Budget Book works with Transparency Portal 18 DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD (DOPENGOV • Preparing for updating and ongoing use Online Budget Once templates are finalized, OpenGov will: Book • Create one Story shell from templates for Configuration o Up to 50 departments o Up to 50 projects • Create up to 2 reports for use in the Online Budget Book • Create OpenGov report views and add report tiles to created templates. OpenGov will provide up to 10 one-hourworking sessions to answer Customer questions on Online Budget Book Configuration. Once trained, Customer will: • Build out remaining Stories required for Online Budget Book to include: o Narrative o OpenGov Report Views o Images o Data not in OpenGov • Set up additional Online Budget Book stories. • Create views in Online Budget Book Report(s) • Add report views to online budget book stories • Add narrative content to Online Budget Book Stories • Add any additional content to Online Budget Book Stories • Make Stories public and Publish Online Budget Book ��111111 111,111111 mi I I 11111ill 11 Validation of The OpenGov Project Manager and Implementation Analyst will confirm with Configured Customer's Project Lead that all budget proposals are configured properly Budgets based on the agreed upon format. / 2 Internal Budget OpenGov will provide up to 3, one-day onsite training session(s)to enable User Training Customer's internal users to understand budgeting requirements. Sign Off Customer will provide written sign off that all Budgets and Reports have been 19 DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD (DOPENGOV configured based on agreed upon formats. 8.3. Financial Integration ��111111 111,111111 MiiI I 11,11ii,11 Financial OpenGov will work with Customer's IT Staff and Project Team to set up a one Integration way data integration from Lawson to OpenGov ,`,,,,31 3 2 The tasks listed below are required for OpenGov and Customer to successfully complete the Financial Integrations with OpenGov. 8,3,2, 1 n"r," ir ii,2ill III Solution Review OpenGov will review the proposed solution with Customer • Functionalities to be Integrated • Actuals(Revenue and Expenses) • Budget • Integration Approach o SFTP(File Transfer) • OpenGov Assumes: • The data will be linked to the Customer's COA. • Integration is unidirectional from the Customer's accounting software into OpenGov. Data Files Customer will provide the data in the required format associated with the [SFTP] functionalities • Data Files for Historical Years • Data Files for Current Year • Automate the file transfers into the OpenGov SFTP location Data Analysis OpenGov will perform the data analysis * To align with the required functionalities * To align with the COA 20 DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD (DOPENGOV 2, Configuratrion 1!!!Il 111=m1i Integration OpenGov will perform the following Setup * SFTP Setup • Sample File Format • OpenGov Assumes: • OpenGov will require assistance from Customer to understand source system specific customizations and configurations when building the data extract.When OpenGov is not able to access or extract data as per requirements, Customer should provide the data files in CSV format into OpenGov SFTP Location. • When the source accounting software is hosted by a third party vendor on behalf of Customer, Customer is responsible for brokering OpenGov's access to Customer's data residing at the vendor's premises in accordance with OpenGov's data formatting requirements. Configuration OpenGov will perform the Configuration to and Testing * Extract, Transform(when required)and Load the data * Build Reports for the required functionalities * Initial validation of data 3,2,3, Validatrion wgi ill III Data Validation OpenGov team to work with Customer to • Validate the historical data • Validate the current year data • OpenGov Assumes: • Customer will provide data to validate against(PDF export). Data should be received prior to the start of the integration. • OpenGov will perform the validation for data accuracy for the Integration, working jointly with Customer team to approve the Financial Integration data. 21 DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD (DOPENGOV 3,2A Deploy ���11111111 M-16111 III III Deployment and 0penGov will perform the Configuration to Wrap Up • Schedule the current year data load • Provide training to the administrators • Monitor the data load Sign Off Customer will complete OpenGov-provided sign off document acknowledging • Accuracy of the data for historical years and current year associated with the functionalities • Accuracy Reports associated with the functionalities • Training was provided on the Integration Functionalities 9. Accqptaince .1. Acceptance Process All Deliverables require acceptance from the Customer Project Manager(s) following the completion of Deliverables and upon Project Closure. Customer is responsible for conducting any additional review or testing of such Deliverable pursuant to any applicable mutually agreed upon acceptance criteria agreed upon by the parties for such Deliverable. Upon completion of these phases, the OpenGov Project Manager shall notify the Customer Project Manager(s)and provide the necessary documents for review and sign off. The following process will be used for accepting or acknowledging Deliverables and Project Closure: • OpenGov shall submit the completed Deliverables to Customer to review or test against the applicable acceptance criteria. Customer shall notify OpenGov promptly of its acceptance or rejection in accordance with the agreed upon acceptance criteria. • Customer must accept all Deliverables that meet the applicable acceptance criteria. OpenGov Project Manager will provide the Customer Project Manager with the OpenGov Acceptance form to sign off on the Deliverable and project. Once all Deliverables required to meet a particular phase have been accepted or are deemed accepted, the phase shall be deemed complete. • Upon completion of the phase or project, OpenGov allows Customer 10 business days to communicate that the particular Deliverable(s) does not meet Customer's requirements. Failure to communicate that the particular Deliverable(s) does not meet Customer's requirements will be deemed as acceptance and any further work provided to remedy Customer's complaint might incur additional cost. • Customer shall provide to OpenGov a written notice detailing the reasons for rejection and the nature of the failure to meet the acceptance criteria. OpenGov shall make best effort to 22 DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD (DOPENGOV revise the non-conforming Deliverable(s)to meet the acceptance criteria and re-submit it to Customer for further review and testing. • If the acceptance form is not received in accordance with Section 7 General Project Assumptions, the project phase and/or project will be considered accepted and automatically closed. Acceptance Requirements • All acceptance milestones and associated review periods will be tracked on the project plan. • The Customer Project Manager will have decision authority to approve/reject all project Deliverables, Phase Acceptance and Project Acceptance. • Any open issues shall receive a response in accordance with Section 7 General Assumptions of this SOW following the Validation Acceptance review, or as mutually agreed upon between the parties, for resolution prior to advancing on in the project. • Both OpenGov and Customer recognize that failure to complete tasks and respond to open issues may have a negative impact on the project. • 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. ' . Change lMainageiiineint 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 or email, by both Customer and OpenGov, and documented as such via a: • Change Order - Work that is added to or deleted from the original scope of this SOW. Depending on the magnitude of the change, it may or may not alter the original contract amount or completion date and be paid for by Customer. Changes might include: • Timeline for completion • Sign off process • Cost of change and Invoice timing • Signed by OpenGov and Customer Executives approving funds. Change documentation will be mutually agreed upon as defined in Section 7 General Assumptions of this SOW. Should that not occur, the change will be added to the next Executive Sponsor agenda for closure. 23 DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD (DOPENGOV Example of changes that might arise during a deployment: • Amending the SOW to correct an error. • Extension of work as the complexity identified exceeds what was expected by Customer or OpenGov. • Change in type of OpenGov resources to support the SOW. riiiravell All Travel and Lodging expenses will be approved in advance in writing by the Customer Project Manager prior to OpenGov incurring any such expenses and booking non-refundable travel expenses. Such expenses shall be in compliance with Customer's travel and expense guidelines provided to OpenGov. Unless otherwise agreed to by the parties, such travel and expenses shall not exceed $10,000 for the work specified in this SOW. If additional travel is needed as per discussion with the Customer, it will be mutually agreed upon and be billed as incurred. CacuSigned by: 11/9/2022 D6229�77FA24Et.. OpenGov Date Ord. 032923 Authorized By DocuSigned by: 12/9/2022 Council 12-6-2022 7 44 564 .. Jos hron ey,E _sst Director Finance-Procurment Date City of Corpus Christi +D� As Approved To Legal Form DocuSigned by: DocuSigned , .1/23/2022 �M81"C'fly'AAheney Date ATTEST: DocuSigned by: Rebecca Huerta City Secretary 24 DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD DocuSign Envelope ID:ECBD7335-F4A7-4CB7-97BD-72C1513747656 OPENGOV SOFTWARE SERVICES AGREEMENT Attachment B: Software Services Agreement OpenGov Terms and Conditions—Software Services Agreement (Purchase through an OpenGov Authorized Reseller) This Software Services Agreement (this "Agreement") is entered into by OpenGov, Inc., a Delaware corporation with a principal place of business at 6525 Crown Blvd#41340, San Jose, CA 95160 ("OpenGov")and the customer listed on the signature block below("Customer"), as of the date of last signature below(the"Effective Date").This Agreement sets forth the terms under which Customer will be permitted to use OpenGov's hosted software services. 1. DEFINITIONS "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 shall not include any confidential personally identifiable information. "Documentation" means the documentation for the Software Services at the Customer Resource Center page found at https://support.opengov.com. "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. "Initial Term" means the initial license term specified in number of years on the Order Form, commencing on the Effective Date. "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. "Order Form" means the Reseller Software Services order form that: (a) specifies the Software Services provided by OpenGov; (b) references this Agreement; and (c) is signed by authorized representatives of both parties. "Renewal Term" means each additional renewal period, which shall be for a period of equal duration as the Initial Term,for which this Agreement is extended pursuant to Section 7.2. "Reseller" means the channel partner authorized to resell the Software Services. 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 perform the software services identified in the applicable Order Form entered into by OpenGov and Customer("Software Services"). 2.2 Support & 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 supportfor the Software Services in accordancewith the Supportand Software Service Levels found at https://opengov.com/service-sla, as long as Customer is entitled to receive support under the applicable Order Form and this Agreement. 2.3 Professional Services. (a) If Reseller or its authorized independent contractors provides professional services to Customer, such as implementation services,then these professional services will be described in a statement of work ("SOW")agreed to by the parties (the"Professional Services"). Unless otherwise specified in the SOW,any pre-paid Professional Confidential OpenGov Rev.2018.01_210519_Reseller DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD DocuSign Envelope ID:ECBD7335-F4A7-4CB7-97BD-72C15B74765B OPENGOV SOFTWARE SERVICES AGREEMENT Services Fees must be utilized within one (1) year from the Effective Date. Any unused pre-paid Professional Services Fees shall be forfeited. (b) Unless the SOW provides otherwise, all reasonable travel expenses, pre-approved by Customer and incurred by Reseller in performing the professional services will be reimbursed by Customer. Travel expenses include cost of coach airfare travel round trip from the individual's location to Customer's location, reasonable hotel accommodations, ground transportation and meals. 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. 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; (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 retains all right, title, and interest in the Software Services and all 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 and 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 hereby grants to Customer a non-exclusive, royalty-free license during the Term to use the Software Services. 4.2 Customer Data. Customer retains all right, title, and interest in the Customer Data and all Intellectual Property Rights therein. Customer hereby grants to OpenGov a non-exclusive, royalty-free license to, and permit its partners (which include, without limitation the hosting providers of the Software Services) to, use, store, edit and reformat the Customer Data, and to use Customer Data for purposes of sales, marketing, business development, product enhancement, customer service, or for analyzing such data and publicly disclosing such analysis ("Insights"), provided that in all such uses Customer Data is rendered anonymous such that Customer is no longer identifiable. 4.3 Access to Customer Data. Customer may download the Customer Data from the Software Services at any time during the Term, other than during routine software maintenance periods.OpenGov has no obligation to return Customer Data to Customer. 4.4 Feedback. Customer hereby grants to OpenGov a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license to use and incorporate into the Software Services and Documentation Customer's Feedback. 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 Each party (the"Receiving Party") agrees not to disclose any Confidential Information of the other party (the "Disclosing Party")without the Disclosing Party's prior written consent, except as provided below. The Receiving Party further agrees: (a) to use and disclose the Confidential Information only in connection with this Agreement; and (b)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 Confidential OpenGov Rev.2018.01_210519_Reseller DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD DocuSign Envelope ID:ECBD7335-F4A7-4CB7-97BD-72C15B74765B OPENGOV SOFTWARE SERVICES AGREEMENT the above, the Receiving Party may disclose Confidential Information to the extent required by law or court order, provided that prior written notice of such required disclosure and an opportunity to oppose or limit disclosure is given to the Disclosing Party. 5.2 "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. 5.3 Notwithstanding the foregoing, "Confidential Information" does not include: (a) "Public Data," which is data that the Customer has previously released to the public, would be required to release to the public, upon request, according to applicable federal, state, or local public records laws, or Customer requests OpenGov make available to the public in conjunction with the Software Services. Confidential Information does not include (b) information that has become publicly known through no breach by the receiving party;(c)information that was rightfully received by the Receiving Party from a third party without restriction on use or disclosure; or(d) information independently developed by the Receiving Party without access to the Disclosing Party's Confidential Information. 6. PAYMENT OF FEES 6.1 Fees; Invoicing; Payment; Expenses. (a) Fees. The fees for the Software Services for the Initial Term and any Renewal Term("Software Services Fees") and the fees for Professional Services ("Professional Services Fees") are set forth in the applicable Order Form. Software Services Fees and Professional Services Fees shall hereafter be referred to as"Fees". Except to the extent otherwise expressly stated in this Agreement or in an Order Form,(i) all obligations to pay Fees are non- cancelable and all payments are non-refundable, (ii) Customer must pay all Fees due under all Order Forms and SOW within thirty (30) days after Customer receives each invoice (invoices are deemed received when OpenGov emails them to Customer's designated billing contact); (iii) the Software Service Fee shall be due annually in advance, and (iv) Customer must make all payments without setoffs, withholdings or deductions of any kind. (b) Annual Software Maintenance Price Adjustment. The Fees payable for the Software Services during any Renewal Term shall increase by 5%each year of the Renewal Term. (c) Invoicing and Payment. Reseller will invoice the Customer according to the Billing Frequency listed on the Order Form. Customer shall pay all invoices according to the Payment Terms listed on the Order Form. (d) Travel Expenses. Unless the SOW provides otherwise, Reseller will invoice Customer for travel expenses, pre-approved by the Customer, incurred in connection with each SOW as they are incurred. Customer shall pay all such valid invoices within thirty (30) days of receipt of invoice. Each invoice shall include receipts for the travel expenses listed on the invoice. (e) Customer Delays; On Hold Fee. I. On Hold Notice. Excluding delays caused by Force Majeure as described in Section 10.5, if OpenGov determines that Customer's personnel or contractors are not completing Customer's responsibilities described in the applicable SOW timely or accurately, OpenGov shall promptly, but in no event more than thirty (30) days from the date of such determination deliver to Customer a notice (an "On Hold Notice") that (A)designates the Professional Services to be provided to the Customer as"On Hold", (B)detail Customer's obligations and responsibilities necessary for OpenGov to continue performing the Professional Services, and (C) specify the Customer shall be invoiced for lost time in production (e.g. delayed or lost revenue resulting from rescheduling work on other projects, delay in receiving milestone payments from Customer, equipment, hosting providers and human resources idle)for a fee equal to 10%of the first year Software Service Fee(the "On Hold Fee'). Confidential OpenGov Rev.2018.01_210519 Reseller DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD DocuSign Envelope ID:ECBD7335-F4A7-4CB7-97BD-72C15B74765B OPENGOV SOFTWARE SERVICES AGREEMENT Il. Effects of On Hold Notice. Upon issuing an On Hold Notice,OpenGov shall be entitled,without penalty, to(A) reallocate resources otherwise reserved for the performance of the Professional Services, and (B)stop or caused to be stopped the Professional Services to be provided to the Customer until the Customer has fulfilled its obligations as set forth in the On Hold Notice. OpenGov shall remove the"On Hold"status, only upon Customer's fulfillment of its obligations set out in the On Hold Notice, including payment of the On Hold Fee. Upon Customer's fulfillment of its obligations in the On Hold Notice,OpenGov may, in its sole discretion, extend the timeline to complete certain Professional Services up to six(6)weeks,depending on the availability of qualified team resources (OpenGov cannot guarantee that these team resources will be the same as those who were working on the project prior to it being placed On Hold). 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 or adhere to a Customer schedule which were brought to the attention of the Customer on a timely basis, unless such delays result, directly or indirectly from the failure of OpenGov or its authorized independent contractors to perform the Professional Services in accordance with this Agreement or applicable SOW. 6.2 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 any and 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 Reseller 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. In the event Customer or the transactions contemplated by the Agreement are exempt from Sales Taxes, Customer agrees to provide Reseller, as evidence of such tax exempt status, proper exemption certificates or other documentation acceptable to OpenGov. 7. TERM&TERMINATION 7.1 Term. Subject to compliance with all terms and conditions, the term of this Agreement shall commence on the Effective Date and shall continue until the Subscription End Date specified on the Order Form (the"Initial Term"). 7.2 Renewal. This Agreement shall automatically renew for another period of the same duration as the Initial Term (the"Renewal Term" and together with the Initial Term, the"Term"), unless either party notifies the other party of its intent not to renew this Agreement in writing no less than thirty (30) days before the end of the Initial Term. 7.3 Termination. Neither party shall have the right to terminate this Agreement without a legally valid cause. 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. 7.4 Effect of Termination. (a) In General. Upon termination pursuant to Section 7.3 or expiration of this Agreement pursuant to Section 7.1: (a)Customer shall pay in full for all Software Services and Professional Services performed up to and including the effective date of termination or expiration, (b) all Software Services provided to Customer hereunder shall immediately terminate; and (c) 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. (b) Deletion of Customer Data. Unless otherwise requested pursuant to this Section 7.4(b), upon the expiration or termination of this Agreement the Customer Data, excluding any Insights, shall be deleted pursuant to OpenGov's standard data deletion and retention practices. Upon written request, Customer may request deletion of Customer Data, excluding any Insights, prior to the date of termination or expiration of this Agreement. Such request must be addressed to "OpenGov Vice President, Customer Success" at OpenGov's address for notice described at Section 10. 7.5 Survival. The following sections of this Agreement shall survive termination: Section 5(Confidentiality), Section 6 (Payment of Fees), Section 7.4(b) (Deletion of Customer Data), Section 8.3 (Warranty Disclaimer), Section 9 (Limitation of Liability)and Section 10 (Miscellaneous). 8. REPRESENTATIONS AND WARRANTIES; DISCLAIMER Confidential OpenGov Rev.2018.01_210519 Reseller DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD DocuSign Envelope ID:ECBD7335-F4A7-4CB7-97BD-72C15B74765B OPENGOV SOFTWARE SERVICES AGREEMENT 8.1 By OpenGov. (a) General Warranty. OpenGov represents and warrants that it has all right and authority necessary to enter into and perform this Agreement. (b) Software Services Warranty. OpenGov further represents and warrants that for a period of ninety (90) days, 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 the Documentation and authorized under this Agreement. OpenGov does not warrant that the Software Services will be uninterrupted or error-free. Any claim submitted under this Section 8.1(b) must be submitted in writing to OpenGov during the Term. OpenGov's entire liability for any breach of the foregoing warranty is to repair or replace any nonconforming Software Services so that the affected portion of the Software Services operates as warranted or, if OpenGov is unable to do so, terminate the license for such Software Services and refund the pre- paid, unused portion of the Fee for such Software Services. 8.2 By Customer. Customer represents and warrants that (i) it has all right and authority necessary to enter into and perform this Agreement; and (ii) OpenGov's use of the 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 SUCH 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 AND RESELLER'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 RESELLER (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. 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 unauthorized use, distribution, or disclosure of the other party's intellectual property. 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 connection with 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 communications. However, for notices, including legal notices, required by the Agreement (in Sections where the word "notice" appears)the parties must communicate more formally in a writing given by personal delivery, by pre- Confidential OpenGov Rev.2018.01_210519_Reseller DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD DocuSign Envelope ID:ECBD7335-F4A7-4CB7-97BD-72C15B74765B OPENGOV SOFTWARE SERVICES AGREEMENT paid first-class mail or by overnight courier to the address specified in the most recent Order Form (or such other address as may be specified in writing in accordance with this Section). 10.3 Anti-corruption. OpenGov and Reseller has not offered or provided any bribe, kickback, illegal or improper payment, gift, or thing of value to any Customer personnel in connection with the Agreement,other than reasonable gifts and entertainment provided Customer in the ordinary course of business. If OpenGov become aware of any violation of the above restriction then OpenGov shall promptly notify Customer. 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. There are no third-party beneficiaries to this Agreement. 10.7 Assignment. Except as set forth in this Section, neither party shall assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations to a third party without the other party's prior written consent, which consent shall 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: (i)its corporate affiliate; or(ii) 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 shall inure to the benefit of and bind each party's permitted assigns and successors. 10.8 Independent Contractors. 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. 10.9 Attorneys' Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys'fees. 10.10 Complete Agreement. This 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. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party. [SIGNATURE PAGE TO FOLLOW] Confidential OpenGov Rev.2018.01_210519_Re seller DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD DocuSign Envelope ID:ECBD7335-F4A7-4CB7-97BD-72C15B74765B OPENGOV SOFTWARE SERVICES AGREEMENT Signatures Customer: City of Corpus Cristi, TX OPENGov,INC. DocuSigned by: DocuSigned by: Signature: Signature: josh°sC ronleWaranya Simeck Name: y Name: Title: AD of Finance & Procurement Title: Head of Finance Date: 12/9/2022 Date: 10/28/2022 [SIGNATURE PAGE TO OPENGOV SOFTWARE SERVICES AGREEMENT] Confidential OpenGov Rev.2018.01_210519_Reseller DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD Attachment C: Insurance Requirements I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained_and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administer one (1 ) copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation endorsement is required on all applicable policies. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-day advance written notice of Bodily Injury and Property Damage cancellation, non-renewal, material Per occurrence - aggregate change or termination required on all certificates and policies. ERRORS & OMISSIONS $1 ,000,000 Per Occurrence $1 ,000,000 Aggregate CYBER LIABILITY $1 ,000,000 Per Occurrence $1 ,000,000 Aggregate COMMERCIAL GENERAL LIABILITY $1 ,000,000 Per Occurrence including: $1,000,000 Aggregate 1 . Commercial Broad Form 2. Premises - Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury AUTO LIABILITY (including) $500,000 Combined Single Limit 1 . Owned 2. Hired and Non-Owned 3. Rented/Leased DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD WORKERS' COMPENSATION Statutory and complies with Part II (All States Endorsement if Company is of this not Exhibit. domiciled in Texas) Employers Liability $500,000/$500,000/$500,000 C. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and DocuSign Envelope ID:22D58BE4-5EA7-4FCF-94B3-CF7256FEAECD • Provide thirty (30) calendar days advance written notice directly to City of any, cancellation, non-renewal, material change or termination in coverage and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a cancellation, non-renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2022 Insurance Requirements Exhibit IT Contracts - Professional Service Deployment Hours 10/19/2022 Risk Management - Legal Dept.