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HomeMy WebLinkAbout6.3 Motion to renew Master Services Agreement (MSA) with OpenGov (Cartegraph) for an amount not to exceed $101,846.87.M+awn �'xytlts=e Item Cover Page Subject Motion to renew Master Services Agreement (MSA) with OpenGov (Cartegraph) for an amount not to exceed $101,846.87. Meeting October 15, 2024 - REGULAR MEETING OF THE MOUNT PROSPECT VILLAGE BOARD Fiscal Impact (Y/N) Y Dollar Amount $101,856.87 Budget Source General Fund & Water/Sewer Fund Category CONSENT AGENDA Type Action Item Information The Public Works Department implemented the Cartegraph Asset Management solution in 2019. The solution has been instrumental in supporting the Department's mapping and geospatial data management tasks. Its continued use is essential for maintaining the efficiency and accuracy of Public Works operations, particularly in data visualization, asset tracking, and resource planning. The system allows staff to track, analyze, and optimize the performance of physical assets, leading to better decision-making. Its robust analytics features provide actionable insights, improving operational efficiency and guiding long-term capital planning. It also helps identify asset conditions and prioritize maintenance tasks, reducing costly emergency repairs. By automating workflows and consolidating asset data, Cartegraph reduces manual processes and errors. This results in a more streamlined approach to managing assets, leading to time and cost savings across departments. Cartegraph fosters collaboration across Public Works Divisions by providing a shared platform for accessing and updating asset data in real time. The system is highly customizable and scalable, meaning it can grow with the organization. As Public Works needs evolve, Cartegraph can be adjusted to meet new requirements without the need for significant overhauls or investments in a new system. Furthermore, Cartegraph has consistently provided reliable technical support and regular software updates. The vendor's commitment to innovation ensures that the department continues to benefit from the latest features and enhancements, keeping Public Works at the forefront of asset management technology. Village's Service Request Management (CRM) Program The integration between Cartegraph and SeeClickFix has greatly enhanced the Public Works Department's ability to manage and respond to community -reported issues with speed and efficiency. This seamless, bilateral integration allows for real-time syncing of service requests from SeeClickFix directly into Cartegraph, streamlining workflows and ensuring that every reported issue is tracked and resolved promptly. With this integration, public service requests—such as reports of potholes, damaged garbage carts, tree trimming, or other concerns—are automatically synced into Cartegraph, where they can be assigned, tracked, and managed as part of Public Works' overall asset management strategy. This not only improves communication with the public by providing real-time updates on the status of requests but also enhances internal operations by enabling staff to prioritize tasks and allocate resources more effectively. By uniting SeeClickFix's community engagement platform with Cartegraph's robust asset management system, the Public Works Department can provide faster response times, reduce manual data entry, and ensure transparency throughout the process. This integration is a powerful tool for improving service delivery, making Public Works operations more proactive, and strengthening trust between the community and the department. Request for Proposals Staff hosted five software demonstrations with leading asset management software firms to assess the viability of alternative solutions. Staff prepared and mailed Requests for Proposals (RFPs) to five firms and received three proposals on July 19, 2024. Cartegraph was chosen as the preferred software application based on functionality. Discussion Staying with Cartegraph offers significant financial and operational advantages, particularly by avoiding data conversion and setup costs. Since Cartegraph is already integrated into the Public Works Department's workflow, the existing data structure, processes, and configurations are aligned with the department's needs. Transitioning to a new system would likely require extensive data migration, which involves mapping and converting existing data to fit the new platform's structure. This process is both time-consuming and expensive, often requiring specialized consultants to ensure data accuracy and integrity. A new system would involve setup costs, including software configuration, customization, and retraining staff, all of which could disrupt daily operations. By continuing with Cartegraph, the department eliminates these potential costs, allowing resources to be allocated elsewhere while maintaining a stable and reliable platform that staff are already familiar with. The Cartegraph Asset Management System has proven to be a vital tool for the Public Works Department, providing significant value in terms of operational efficiency, data -driven decision-making, and long-term asset planning. Therefore, staff recommends continuing with the system to maintain and enhance our asset management capabilities, and requests that the Village Board adopt the attached Master Services Agreement. The current five-year agreement with Cartegraph is coming to an end, and Public Works is looking to renew the agreement for an additional three years, totaling $321,072.25. Year 1: $101,846.87 Year 2: $106,939.21 Year 3: $112,286.17 Additionally, staff compared the pricing of a similar asset management software, Cityworks, which offers comparable functionalities and features. They found that Cartegraph has a lower annual cost of $101,846.87 compared to Cityworks' current annual cost of $114,000 per year. Moreover, Cartegraph has proven to be a better solution for the specific needs of Public Works, making it the more suitable option for renewal. By staying with Cartegraph, the Public Works Department will save $12,153.13 compared to selecting Cityworks. Alternatives 1. Approve attached Master Services Agreement between the Village of Mount Prospect and OpenGov (Cartegraph), Inc. 2. Action at the discretion of the Village Board Staff Recommendation Staff recommends approval of the attached Master Services Agreement between the Village of Mount Prospect and OpenGov (Cartegraph), in the amount of $101,846.87 for the first year. Expenditures in all subsequent years will be limited to amounts authorized for this purpose in approved budgets. Attachments 1. OpenGov Mt. Prospect 3 Year Renewal 2. Village of Mount Prospect, IL- OpenGov 2024 MSA.docx - 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. C1ncmfn nv Knplf=r AnrPc me nt Revisari Santamhar 1. 7f174 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 2 C1ncmfn nv Maplf-,r AnrPc me nt Revisari Santamhar 1. 7f174 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 3 C1ncmfn nv Maplf-,r AnrPc me nt Revisari Santamhar 1. 7f174 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. 4 C1ncmfn nv Maplf-,r AnrPc me nt Revisari Santamhar 1. 7f174 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 5 C1ncmfn nv Maplf-,r AnrPc me nt Revisari Santamhar 1. 7n74 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. 6 C1npnRnv Maplf-,r AnrPprricnt Revisari Santamhar 1. 7f174 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 7 C1ncmfn nv Knplf=r AnrPc me nt Revisari Santamhar 1. 7f174 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. Village of Mount Prospect, IL OpenGov, Inc. Signature Name Title Date Signature Name Title Date 8 C1ncmfn nv Knplf=r AnrPc me nt Revisari Santamhar 1. 7n74 OPENGOV OpenGov Inc. 660 3rd Street, Suite 100 Payment Terms: Net Thirty (30) Days San Francisco, CA 94107 Product/ Service Start Date End Date United States Users), Scenario Builder (option), Advanced Material Management (option), Order Form Number: OG-00IL9319 Facilities Domain, Flood Protection Domain, Parks & Recreation Domain, 1/19/2025 1/18/2026 Sanitary Sewer Domain, Signal Domain, Stormwater Domain, Transportation Created On: 7/19/2024 Domain, Walkability Domain, Water Distribution Domain Prepared By: Marguerite Kuntz Order Form Expiration: 1/18/2025 Users), Scenario Builder (option), Advanced Material Management (option), Email: renewals(ceopengov.com Subscription Start Date: 1/19/2025 Sanitary Sewer Domain, Signal Domain, Stormwater Domain, Transportation Contract Term: 36 Months Subscription End Date: 1/18/2028 OMS Plus, OMS User (100 Users), SCF City 40,000-59,999 (includes 40 SCF Users), Scenario Builder (option), Advanced Material Management (option), Facilities Domain, Flood Protection Domain, Parks & Recreation Domain, 1/19/2027 1/18/2028 Sanitary Sewer Domain, Signal Domain, Stormwater Domain, Transportation Customer: Village of Mount Prospect, IL Domain, Walkability Domain, Water Distribution Domain Contact Name: Kristina Jakupovic Bill To/Ship To: 50 S Emerson St Service Date: Amount: Email: lcjakupovicCmountprospect.org Mount Prospect, Illinois 60056-3218 January 19, 2026 $106,939.21 (4--1 Software Fee) .January 19, 2027 $112,286.18 (tlnnucrl Soft—, Fee) United States Billing Frequency: Armually in Advance Payment Terms: Net Thirty (30) Days SOFTWARE SERVICES: Product/ Service Start Date End Date OMS Plus, OMS User (1 (ill Users), SCF City 30,000-59,999 (includes 40 SCF Users), Scenario Builder (option), Advanced Material Management (option), Facilities Domain, Flood Protection Domain, Parks & Recreation Domain, 1/19/2025 1/18/2026 Sanitary Sewer Domain, Signal Domain, Stormwater Domain, Transportation Domain, Walkability Domain, Water Distribution Domain OMS Plus, OMS User (100 Users), SCF City 40,000-59,999 (includes 40 SCF Users), Scenario Builder (option), Advanced Material Management (option), Facilities Domain, Flood Protection Domain, Parks & Recreation Domain, 1/19/2026 1/18/2027 Sanitary Sewer Domain, Signal Domain, Stormwater Domain, Transportation Domain, Walkability Domain, Water Distribution Domain OMS Plus, OMS User (100 Users), SCF City 40,000-59,999 (includes 40 SCF Users), Scenario Builder (option), Advanced Material Management (option), Facilities Domain, Flood Protection Domain, Parks & Recreation Domain, 1/19/2027 1/18/2028 Sanitary Sewer Domain, Signal Domain, Stormwater Domain, Transportation Domain, Walkability Domain, Water Distribution Domain Service Terms Service Date: Amount: January 19, 2025 $101,846.87 (4rncua1 S fr vw-e Fee) January 19, 2026 $106,939.21 (4--1 Software Fee) .January 19, 2027 $112,286.18 (tlnnucrl Soft—, Fee) Annual Fee $101,84687 $106,939.21 S112,286.18 Annual Subscription Total: See Service Terms This Order Form incorporates the OpcnGov Master Services Agreement ("MSA') attached here or available at https://opcngov.com/terms-of-sci-,ice/mastcr-sQr ices -agreement/ The "Agreement" between OpcnGov and the entity identified above (°Customer") consists of the Order Form, MSA, and, if Professional Services arc 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. Village of Mount Prospect, IL OpenGov, Inc. Signature: Signature: Names Title: Date: Name: Tide: Date: