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25-093 OpenGov Master Services AgreementOpenGov Inc. 660 3rd Street, Suite 100 San Francisco, CA 94107 United States OG-00CA2465 6/11/2025 Audrey Helle 6/30/2025 renewals@opengov.com 7/1/2025 36 Months 6/30/2028 City of Cupertino, CA Janet Liang 10300 Torre Avenue janetl@cupertino.org Cupertino, California 95014 United States Annually in Advance Net Thirty (30) Days Product / Service Start Date End Date Annual Fee OpenGov Reporting & Analytics, Operating & Capital Budgeting, Integration, Open Town Hall 9/1/2020 6/30/2021 $35,250.00 OpenGov Story Builder, Performance Measures 12/1/2020 6/30/2021 $14,518.00 OpenGov Budgeting & Planning Suite 7/1/2021 6/30/2025 $67,188.00 Budgeting & Planning 7/1/2025 6/30/2026 $70,547.40 Budgeting & Planning 7/1/2026 6/30/2027 $74,074.77 Budgeting & Planning 7/1/2027 6/30/2028 $77,778.51 See Service Terms September 1, 2020*$35,250.00 December 1, 2020*$14,518.00 July 1, 2021*$67,188.00 July 1, 2022*$67,188.00 July 1, 2023*$67,188.00 July 1, 2024*$67,188.00 July 1, 2025 $70,547.40 July 1, 2026 $74,074.77 July 1, 2027 $77,778.51 Signature:Signature: Name:Name: This Order Form incorporates the OpenGov Master Services Agreement ("MSA") attached here or available at https://opengov.com/terms-of-service/master-services-agreement/. The "Agreement" between OpenGov and the entity identified above ("Customer") consists of the Order Form, MSA, and, if Professional Services are purchased, the Statement of Work. Unless otherwise specified above, fees for the Software Services and Professional Services shall be due and payable, in advance, 30 days from receipt of the invoice. By signing this Agreement, Customer acknowledges that it has reviewed, and agrees to be legally bound by the Agreement. Each party’s acceptance of this Agreement is conditional upon the other’s acceptance of the Agreement to the exclusion of all other terms. Order Form Number: Created On: Prepared By: Order Form Expiration: Email: Subscription Start Date: Contract Term: Subscription End Date: Customer:Contact Name: Bill To/Ship To:Email: Billing Frequency: Payment Terms: SOFTWARE SERVICES: Annual Subscription Total: Service Terms Service Date:Amount: City of Cupertino, CA OpenGov, Inc. Customer Information Order Details Order Form Legal Terms * Indicates Period Previously Invoiced Joe lane Joe laneTeri Gerhardt Title:Title: Date:Date: Signature: Name: Title: Date: Signature: Name: Title: Date: Approved as to form: Attest: Sr.Director Finance and Strategy 06/18/2025 Michael Woo Sr. Asst City Attorney 06/18/2025 CTO Kirsten Squarcia City Cletk 06/18/2025 OpenGov Master Services Agreement Last Modified: 5/5/2025 View agreement archive → The parties to this Master Services Agreement (this “Agreement”) are OpenGov, Inc., a Delaware corporation (“OpenGov”), and the party procuring OpenGov’s products and services (“Customer”). Each Customer will execute an Order Form, which becomes binding when the parties sign it (the “Effective Date”) and sets forth the terms and conditions under which OpenGov will provide its products and services to Customer. 1. Definitions 1.1. “Customer Data” means the data that is provided by Customer to OpenGov pursuant to this Agreement (for example, by email or through Customer’s software systems of record), including any data transmitted through the Software Services. 1.2. “Documentation” means any written, electronic, or online materials produced by OpenGov, and made available to Customer in connection with the Software Services, including user guides, training materials, FAQs, and technical support content, but excluding Product Documentation. 1.3. “Intellectual Property Rights” means all past, present, and future intellectual property rights including those associated with 5/28/25, 12:20 PM Terms of Service | OpenGov https://opengov.com/terms-of-service/master-services-agreement/1/16 works of authorship, copyrights, moral rights, trademarks, trade names, trade secrets, 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 and the Professional Services that OpenGov will provide to Customer. All such Order Form(s) are incorporated into this Agreement by reference. 1.5. “Product Documentation” means the technical specifications that describe the features, functionality, configuration, and intended operation of the Software Services located at https://opengov.my.site.com/support/s/agreement-product- documentation, which is incorporated into this Agreement by reference. 1.6. “Professional Services” means the implementation, configuration, training, consulting, or other professional services provided by OpenGov or its authorized partners, and identified in the applicable Statement of Work. 1.7. “Software Services” means the commercial-off-the-shelf software products and services provided by OpenGov and identified in the applicable Order Form. 1.8. “Statement of Work” or “SOW” means the document(s) separately executed by the parties or attached as an exhibit to this Agreement or any applicable Order Form, that specifies the Professional Services that OpenGov will provide to Customer. All such SOW(s) are incorporated into this Agreement by reference. 2. Software Services and Professional Services 2.1. Software Services. 5/28/25, 12:20 PM Terms of Service | OpenGov https://opengov.com/terms-of-service/master-services-agreement/2/16 2.1.1. Subject to the terms and conditions of this Agreement, OpenGov will use commercially reasonable efforts to provide the Software Services. 2.1.2. 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. Customer may report issues any time; however, OpenGov will address issues during business hours. OpenGov will provide the applicable level of support in accordance with the Support and Software Service Levels located at https://opengov.com/service-sla, which is incorporated into this Agreement by reference. 2.2. Professional Services. 2.2.1. Subject to the terms and conditions of this Agreement, OpenGov will use commercially reasonable efforts to provide the Professional Services, if applicable. Unless otherwise specified in the SOW, any pre-paid Professional Services must be utilized within one year from the Effective Date. 2.2.2. Travel Expenses for Professional Services. Travel expenses, if any, will be set forth in the applicable Order Form or SOW. Any additional travel expenses shall be subject to Customer’s prior written approval and will be reimbursable 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 knowingly or negligently, 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 5/28/25, 12:20 PM Terms of Service | OpenGov https://opengov.com/terms-of-service/master-services-agreement/3/16 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 personal, sensitive, or personally identifiable information to OpenGov in a manner that violates Customer’s obligations under the Data Processing Addendum. 3.2. Responsibilities. Customer shall be responsible for obtaining and maintaining computers, third-party software systems of record, and application programming interfaces needed to connect to, access, or otherwise use the Software Services. Customer shall also be responsible for: (a) ensuring that such equipment is compatible with the Software Services, (b) maintaining the security of such equipment, user accounts, passwords and files, in accordance with industry standards, and (c) all uses of Customer user accounts by any party other than OpenGov. OpenGov is not responsible for the operation, support, or security of any third-party software, systems, or services not provided by OpenGov. 3.3. Data Processing Addendum. To the extent OpenGov processes any Customer Data that contains personal information, personally identifiable information, or sensitive personal information on behalf of Customer in the course of providing the Software Services and Professional Services under this Agreement, the parties agree to comply with the terms of the Data Processing Addendum, located at https://opengov.com/terms-of-service/data-processing- 5/28/25, 12:20 PM Terms of Service | OpenGov https://opengov.com/terms-of-service/master-services-agreement/4/16 addendum, which is incorporated into this Agreement by reference. 4. Intellectual Property Rights; License Grants; Access to Customer Data 4.1. OpenGov’s Intellectual Property Rights. OpenGov exclusively owns and retains all right, title, and interest to the Software Services, Professional Services, Documentation, and Product Documentation, including all Intellectual Property Rights therein. This includes, without limitation, all underlying technology, software, user interfaces, visual design elements (such as the “look and feel”), custom fonts, graphics, workflows, button icons, and any derivative works (e.g., enhancements, modifications, or corrections), including but not limited to those that are created in connection with or through the use of the Software Services, Professional Services, Documentation, or Product Documentation. Customer may not reproduce, modify, distribute, or create derivative works based on any part of the Software Services, in whole or in part, without OpenGov’s prior written consent. 4.2. License Grant to Customer. OpenGov grants Customer a non-exclusive, nontransferable, non-sublicensable, royalty-free license to use the Software Services, Documentation, and Product Documentation during the Term for its internal use and the purpose as described in this Agreement. No additional rights or licenses shall be deemed granted. 4.3. Customer’s Intellectual Property Rights. Customer retains all right, title, and interest, including all Intellectual Property Rights, in and to Customer Data. Customer grants OpenGov and its authorized partners (such as cloud hosting providers) a non- exclusive, royalty-free license to access, use, store, edit, reformat and otherwise process Customer Data for the purpose of 5/28/25, 12:20 PM Terms of Service | OpenGov https://opengov.com/terms-of-service/master-services-agreement/5/16 providing, maintaining, developing, and improving OpenGov’s products and services. 4.4. Aggregated and Anonymized Data. Customer agrees that OpenGov and its authorized partners may use aggregated and anonymized data derived from Customer Data to provide, maintain, develop, and improve OpenGov’s products and services, to provide general customer service support and improvements, and to perform data and usage analytics. Any insights, developments, or improvements arising from such aggregated, anonymized data shall be owned by OpenGov. 4.5. 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. For a period of 30 days after expiration of the Term, Customer may request that OpenGov complete a one-time transfer of Customer Data in a format customarily used in the industry at OpenGov’s then-current hourly rate. 4.6. Deletion of Customer Data. Unless otherwise requested pursuant to this Section 4.6, 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, in accordance with the notice requirements set forth in Section 10.2. 4.7. Feedback. “Feedback” means any suggestions, comments, ideas, recommendations, usage, or other input provided by Customer to OpenGov regarding the services. Customer grants OpenGov a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license to use such Feedback in the Software Services, Professional Services, Documentation and Product 5/28/25, 12:20 PM Terms of Service | OpenGov https://opengov.com/terms-of-service/master-services-agreement/6/16 Documentation. OpenGov will exclusively own all right, title, and interest, including all Intellectual Property Rights, in and to any improvements, modifications, or derivative works to the Software Services, Professional Services, Documentation or Product Documentation that are based on or derived from such Feedback. 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, Documentation, and Product Documentation. 5.2. Confidential Information does not include information that: (a) was publicly known or becomes publicly known through no breach of this Agreement by the receiving party; (b) is required to be disclosed upon request under any applicable federal, state, or local public records laws; (c) Customer expressly directs OpenGov make publicly available; (d) was lawfully known to the receiving party without restriction on disclosure before receipt from the disclosing party; (e) is disclosed to the receiving party by a third party who has the right to make such disclosure without restriction; or (f) is independently developed by the receiving party without access to the disclosing party’s Confidential Information. 5.3. Each party agrees to use the other’s Confidential Information only in connection with this Agreement. Each party further agrees to protect the other party’s Confidential Information using the measures that it employs with respect to its own Confidential Information of a similar nature, but in no event with less than 5/28/25, 12:20 PM Terms of Service | OpenGov https://opengov.com/terms-of-service/master-services-agreement/7/16 reasonable care. If a party is required to disclose Confidential Information by law, subpoena, or court order, it must, to the extent legally permitted, promptly notify the other party in writing prior to the disclosure to give the other party an opportunity to oppose or limit the disclosure. 6. Term and Termination 6.1. Agreement Term. This Agreement begins on the Effective Date and will remain in effect until the termination or expiration of all active Order Forms entered into under this Agreement (“Term”), unless earlier terminated pursuant to this Section 6. 6.2. Renewal. Each Order Form shall automatically renew for additional terms equal in duration to its initial term (each, a “Renewal Term”), unless either party provides written notice of non-renewal at least 30 days prior to the expiration of the then- current term. 6.3. Termination for Cause. If either party materially breaches 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. If required by applicable law, Customer may terminate this Agreement if it does not appropriate funds for a future fiscal year. In order to terminate for non-appropriation, Customer must provide at least 30 days’ prior written notice, provided it is after the first full year of the Agreement. Obligations to pay fees are non-cancelable, and payments are non-refundable. This section may not be used as a substitute for termination for convenience. 6.5. Effect of Termination. Upon termination of this Agreement pursuant to Section 6: (a) Customer shall pay in full for all of the Software Services and Professional Services for the then-current annual term; (b) OpenGov shall stop providing the Software 5/28/25, 12:20 PM Terms of Service | OpenGov https://opengov.com/terms-of-service/master-services-agreement/8/16 Services and the Professional Services to Customer; and (c) with the exception of Customer Data, the return and deletion of which are addressed in Section 4, each party shall, upon request of the other party, return or delete any of the other party’s Confidential Information. 7. Payment of Fees 7.1. Fees; Invoicing; Payment; Expenses. 7.1.1. Fees. Fees for the Software Services and Professional Services are set forth in the applicable Order Form, and OpenGov will invoice Customer accordingly. Customer agrees to pay invoices within 30 days of receipt. 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, except as expressly provided in Sections 8.1.2 and 8.1.3. 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. 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 5/28/25, 12:20 PM Terms of Service | OpenGov https://opengov.com/terms-of-service/master-services-agreement/9/16 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. Each party is responsible for the tax effects this Agreement imposes upon it. If Customer is tax-exempt, it will provide OpenGov its tax exemption certificate. 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 reperform 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 the 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 5/28/25, 12:20 PM Terms of Service | OpenGov https://opengov.com/terms-of-service/master-services-agreement/10/16 Services will perform in all material respects in accordance with the then-current Product Documentation. The foregoing warranty does not apply to (a) any Software Services that have been used in a manner other than as set forth in this Agreement, or (b) any pre-release features, functionality, or beta software services that Customer elects to use in the beta phase of development. 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 Agreement and will be entitled to a refund of the pre-paid, unused portion of the fees from the date of the discovery of the defect. Customer must give written notice of any claim under this warranty to OpenGov within 90 days of Customer discovering the defect to receive such warranty remedies. 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 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 5/28/25, 12:20 PM Terms of Service | OpenGov https://opengov.com/terms-of-service/master-services-agreement/11/16 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 OR PAYABLE 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 arising out of fraud or willful misconduct by either party; (b) either party’s infringement of the other party’s Intellectual Property Rights; (c) breach of obligations under Section 3.1; and (d) payment obligations under this Agreement. 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. 10. Miscellaneous 5/28/25, 12:20 PM Terms of Service | OpenGov https://opengov.com/terms-of-service/master-services-agreement/12/16 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 will be liable for any delay or failure to perform its obligations under this Agreement, due to any events beyond its reasonable control, including but not limited to acts of god, acts of governmental authority, war, riot, 5/28/25, 12:20 PM Terms of Service | OpenGov https://opengov.com/terms-of-service/master-services-agreement/13/16 labor disputes, failures of performance by any third-party services, utilities, or equipment failures, or any other events beyond the party’s reasonable control. Notwithstanding the foregoing, Customer shall remain obligated to perform its obligations under Section 7.1.1. 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 or expiration: Section 5 (Confidentiality), Section 7 (Payment of Fees), Section 4.6 (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. Neither party may assign, or otherwise transfer this Agreement without the other party’s written consent, which consent may not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, 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. 5/28/25, 12:20 PM Terms of Service | OpenGov https://opengov.com/terms-of-service/master-services-agreement/14/16 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. No third parties are authorized to modify this Agreement. If there is a conflict between this Agreement and any other attached or incorporated document, the terms of this Agreement will control unless expressly stated otherwise. About Leadership Newsroom Careers Support Request a Demo SLA DPA Security Accessibility Store 5/28/25, 12:20 PM Terms of Service | OpenGov https://opengov.com/terms-of-service/master-services-agreement/15/16 Notice at collection Your Privacy Choices © 2025 OpenGov   |   Privacy Policy  5/28/25, 12:20 PM Terms of Service | OpenGov https://opengov.com/terms-of-service/master-services-agreement/16/16 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 3/9/2025 Arthur J.Gallagher Risk Management Services,LLC 1050 Crown Pointe Parkway,Suite 600 Atlanta GA 30338 Linda Smith 678-393-5228 678-393-5240 linda_smith@ajg.com National Union Fire Insurance Company of Pittsburg 19445 AIU Insurance Company 19399CoxEnterprises,Inc OpenGov,Inc.&Cartegraph Systems,LLC PO Box 105357 Atlanta GA 30348 89536872 A X 5,000,000 X 5,000,000 5,000 5,000,000 30,000,000 X Y Y GL3609413 1/1/2025 1/1/2026 6,000,000 A A 10,000,000 X X X Y Y CA4888803 CA7281099 1/1/2025 1/1/2025 1/1/2026 1/1/2026 B B B X N Y WC080772120 WC080772121 WC080772122 1/1/2025 1/1/2025 1/1/2025 1/1/2026 1/1/2026 1/1/2026 1,000,000 1,000,000 1,000,000 The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are an Additional Insured as respects General Liability and Auto Liability policies,pursuant to and subject to the policy's terms,definitions,conditions and exclusions.Waiver of Subrogation applies to Additional Insureds as respects General Liability,Auto Liability and Workers Compensation policies,pursuant to and subject to the policy's terms,definitions,conditions and exclusions.Notice of Cancellation applies with respects General Liability,Workers Compensation. City of Cupertino 10300 Torre Ave Cupertino CA 95014 USA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 01/01/2026 25,000 19445 XSM G7177160A 006 15,000,000 X A $10,000,000Excess Liability 01/01/2025 CN102142070-OG-Umb.-25-26 20699 01/01/2026 ATL-005723841-04 12/30/2024 1 $10,000,000 X Aggregate 01/01/2025 X Each Occurrence 20597603 applicable where required by written contract. The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers is included as additional insured as respects Umbrella Liability where required by written contract or agreement. This insurance is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and where required by written contract. Waiver of subrogation is OpenGov, Inc. Cox Enterprises, Inc. Atlanta, GA 30348 PO Box 105357, National Union Fire Ins Co. of Pittsburgh PA TWO ALLIANCE CENTER MARSH USA, LLC. ATLANTA, GA 30326 3560 LENOX ROAD, SUITE 2400 ACE Property & Casualty Insurance Company N Cupertino, CA 95014 City of Cupertino 10300 Torre Avenue B 15,000,000 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 29530 C-4LPE-040432-CYBER-2025 5,000,000E&O and Cyber CN102142070--CE&O-25-26 02/14/2026 ATL-005724465-04 02/12/2025 1 50,000SIR 02/14/2025 Limit OpenGov, Inc. Cox Enterprises, Inc. Atlanta, GA 30348 PO Box 105357, Coalition Insurance Solutions, Inc. TWO ALLIANCE CENTER MARSH USA, LLC. ATLANTA, GA 30326 3560 LENOX ROAD, SUITE 2400 N Cupertino, CA 95014 City of Cupertino 10300 Torre Avenue A OpenGov, Inc., & Cupertino 3-year Renewal Final Audit Report 2025-06-18 Created:2025-06-17 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAVbh0expkrAhCKeqtcPPPhfDFc-7SLQVi "OpenGov, Inc., & Cupertino 3-year Renewal" History Document created by Webmaster Admin (webmaster@cupertino.org) 2025-06-17 - 9:11:30 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2025-06-17 - 9:19:15 PM GMT Email viewed by Araceli Alejandre (aracelia@cupertino.org) 2025-06-17 - 9:19:24 PM GMT- IP address: 23.20.202.102 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2025-06-17 - 11:01:51 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Marilyn Pavlov (marilynp@cupertino.org) for approval 2025-06-17 - 11:01:52 PM GMT Email viewed by Marilyn Pavlov (marilynp@cupertino.org) 2025-06-17 - 11:02:10 PM GMT- IP address: 23.20.202.102 Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2025-06-17 - 11:03:22 PM GMT - Time Source: server- IP address: 69.209.31.163 Document emailed to jrowley@opengov.com for approval 2025-06-17 - 11:03:25 PM GMT Email viewed by jrowley@opengov.com 2025-06-17 - 11:07:35 PM GMT- IP address: 74.125.209.133 Signer jrowley@opengov.com entered name at signing as Jack Rowley 2025-06-17 - 11:08:03 PM GMT- IP address: 166.216.158.12 Document approved by Jack Rowley (jrowley@opengov.com) Approval Date: 2025-06-17 - 11:08:05 PM GMT - Time Source: server- IP address: 166.216.158.12 Document emailed to jalane@opengov.com for signature 2025-06-17 - 11:08:07 PM GMT Email viewed by jalane@opengov.com 2025-06-17 - 11:47:17 PM GMT- IP address: 66.249.88.161 Signer jalane@opengov.com entered name at signing as Joe lane 2025-06-18 - 1:47:23 PM GMT- IP address: 174.238.11.122 Document e-signed by Joe lane (jalane@opengov.com) Signature Date: 2025-06-18 - 1:47:25 PM GMT - Time Source: server- IP address: 174.238.11.122 Document emailed to Michael Woo (michaelw@cupertino.org) for signature 2025-06-18 - 1:47:26 PM GMT Email viewed by Michael Woo (michaelw@cupertino.org) 2025-06-18 - 1:47:46 PM GMT- IP address: 3.83.18.23 Document e-signed by Michael Woo (michaelw@cupertino.org) Signature Date: 2025-06-18 - 3:15:32 PM GMT - Time Source: server- IP address: 73.170.186.236 Document emailed to Teri Gerhardt (terig@cupertino.org) for signature 2025-06-18 - 3:15:34 PM GMT Email viewed by Teri Gerhardt (terig@cupertino.org) 2025-06-18 - 3:15:41 PM GMT- IP address: 44.193.208.66 Document e-signed by Teri Gerhardt (terig@cupertino.org) Signature Date: 2025-06-18 - 3:53:52 PM GMT - Time Source: server- IP address: 73.158.167.141 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2025-06-18 - 3:53:54 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2025-06-18 - 3:54:04 PM GMT- IP address: 3.92.26.35 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2025-06-18 - 4:10:21 PM GMT - Time Source: server- IP address: 104.28.124.92 Agreement completed. 2025-06-18 - 4:10:21 PM GMT