HomeMy WebLinkAbout23-0425 ClearGovPURCHASE AGREEMENT
THIS AGREEMENT ("Agreement") is hereby made and entered into this 25th day of April
2023, by and between the City of Elgin, Illinois, an Illinois home -rule municipal corporation
(hereinafter, "City") and ClearGov, Inc., a Delaware corporation (hereinafter "ClearGov" or "Seller").
Collectively, the City and Seller shall be referred to as the "Parties."
NOW, THEREFORE, for and in consideration of the mutual promises and covenants
contained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto hereby
agree as follows:
1. PURCHASE. City shall purchase, and Seller shall sell the services described in the ClearGov
Service Order dated May 1, 2023, attached hereto as Attachment A, and made a part hereof.
2. TERMS. This Agreement shall be subject to the price, terms and conditions contained herein
as provided by Attachment A. In the event of any conflict between the terms of this Agreement and
terms in Attachment A, the terms of this Agreement shall supersede and control.
3. SERVICES. Seller shall provide the set up services and subscription services (collectively,
the "Services") specified in Attachment A.
3. TERM AND TERMINATION.
A. TERM. The Start Date and End Date for the Services provided by the Seller to the City
are defined in Attachment A (the "Term").
B. AUTO -RENEWAL. After the expiration of the Term, the Parties may agree in writing to
renew the Agreement for successive annual periods, unless either Party provides written
notice to the other of its desire not to renew the Agreement.
C. TERMINATION. This Agreement and/or any applicable ClearGov Services Order may
also be terminated prior to the expiration of the Term as follows:
i. Either Party may terminate this Agreement if the other Party fails to cure a material
breach of the Agreement within fifteen ("15") days after receipt of written notice
thereof.
ii. Either party may terminate this Agreement if the other Party is involved in
insolvency proceedings, receivership, bankruptcy, or assignment for the benefit of
creditors.
3. LAW/VENUE. This Agreement is subject to and governed by the laws of the State of Illinois.
Venue for the resolution of any disputes or the enforcement of any rights arising out of or in
connection with this agreement shall be the Circuit Court of Kane County, Illinois. Seller hereby
irrevocably consents to the jurisdiction of the Circuit Court of Kane County, Illinois for the
enforcement of any rights, the resolution of any disputes and/or for the purposes of any lawsuit
brought pursuant to this Agreement or the subject matter hereof; and Seller agrees that service by first
class U.S. mail to 2 Mill & Main; Suite 630, Maynard, MA 01754 shall constitute effective service.
Both Parties hereto waive any rights to a jury.
4. NO MODIFICATION. This Agreement may only be altered or modified by a written
instrument signed by both parties with the same formalities as the original Agreement.
5. MERGER. This Agreement embodies the whole agreement of the parties. There are no
promises, terms, conditions or obligations other than those contained herein, and this Agreement shall
supersede all previous communications, representations or agreements, either verbal, written or
implied between the Parties hereto.
6. INTEREST. Seller hereby waives any and all claims or rights to interest on money claimed
to be due pursuant to this Agreement, and waives any and all such rights to interest to which it may
otherwise be entitled pursuant to law, including, but not limited to, pursuant to the Local Government
Prompt Payment Act (50 ILCS 505/1, et seq.), as now or hereinafter amended, or the Illinois Interest
Act (815 ILCS 205/1, et seq.), as now or hereinafter amended. The provisions of this paragraph shall
survive any expiration, completion and/or termination of this Agreement.
7. SEVERABILITY. The terms of this Agreement shall be severable. In the event any of the
terms or the provisions of this Agreement are deemed to be void or otherwise unenforceable for any
reason, the remainder of this Agreement shall remain in full force and effect.
8. COMPLIANCE WITH LAW. Notwithstanding any other provision of this Agreement, it
is expressly agreed and understood that in connection with the performance of this Agreement, Seller
shall comply with all applicable federal, state, city and other requirements of law, including, but not
limited to, any applicable requirements regarding prevailing wages, minimum wage, workplace safety
and legal status of employees. Without limiting the foregoing, Seller hereby certifies, represents and
warrants to the City that all of Seller's employees and/or agents who will be providing products and/or
services with respect to this Agreement shall be legally authorized to work in the United States. Seller
shall also, at its expense, secure all permits and licenses, pay all charges and fees, and give all notices
necessary and incident to the due and lawful prosecution of the work, and/or the products and/or
services to be provided for in this agreement. The City shall have the right to audit any records in the
possession or control of Seller to determine Seller's compliance with the provisions of this section.
In the event the City proceeds with such an audit, Seller shall make available to the City Seller's
relevant records at no cost to the City. The City shall pay any and all costs associated with any such
audit.
9. EXECUTION. This agreement may be executed in counterparts, each of which shall be an
original and all of which shall constitute one and the same agreement. For the purposes of executing
this agreement, any signed copy of this agreement transmitted by fax, e-mail or other electronic means
shall be treated in all manner and respects as an original document. The signature of any party on a
copy of this agreement transmitted by fax machine, or e-mail, or other electronic means shall be
considered for these purposes as an original signature and shall have the same legal effect as an
original signature. Any such faxed, e-mailed or other electronically transmitted copy of this
agreement shall be considered to have the same binding legal effect as an original document. At the
request of either party any electronically transmitted correct copy of this agreement shall be re -
executed by the parties in an original form. No party to this agreement shall raise the use of fax
machine or e-mail as a defense to this agreement and shall forever waive such defense.
2
10. CONFLICT. In the event of any conflict between the terms and provisions of this Agreement
and Attachment A hereto, the terms and provisions of this Agreement shall control.
11. PAYMENT. City shall pay the total sum of Eighteen Thousand Nine Hundred Dollars
($18,900.00) within thirty (30) days of the provision of services by the Seller or the City's receipt of
invoice, whichever is later. The City is exempt from paying any applicable taxes by virtue of its
status as a unit of local government.
12. DELIVERY OF SERVICES. Seller shall complete delivery of ClearGov Setup Services on
or before May 1, 2023.
13. WARRANTY. Seller represents and warrants that the Services will be delivered in a
professional and workmanlike manner substantially in accordance with the statement of work set forth
in Attachment A and that Seller will operate in all material respects as described in its product
descriptions and/or documentation.
13. LIMITATION OF DAMAGES. In no event shall City be liable for any consequential,
indirect, punitive or incidental damages for any reason whatsoever.
14. INDEMNIFICATION. To the fullest extent permitted by law, Seller agrees to and shall
indemnify, defend and hold harmless the City, its officers, employees, boards and commissions from
and against any and all claims, suits, judgments, costs, attorney's fees, damages or any and all other
relief or liability arising out of or resulting from or through or alleged to arise out of any acts or
negligent acts or omissions of Seller or Seller's officers, employees, agents or subcontractors in the
performance of this Agreement, including but not limited to, all services delivered or work performed
hereunder. In the event of any action against the City, its officers, employees, agents, boards or
commissions covered by the foregoing duty to indemnify, defend and hold harmless, such action shall
be defended by legal counsel of the City's choosing.
15. RELATIONSHIP BETWEEN THE PARTIES. This Agreement shall not be construed so
as to create a joint venture, partnership, employment or other agency relationship between the Parties
hereto.
16. ASSIGNMENT. The Seller is prohibited from assigning this Agreement, in whole or in part,
without the prior written consent of the City; provided, however, that Seller may assign this
Agreement without the City's written consent to any subsidiary or parent company of Seller to any
successor by way of merger, consolidation, or any other corporate reorganization of Seller or sale of
all or substantially all of the assets of the Seller or to an entity that assumes, by sale, license or
otherwise, the business activities that are the subject of this Agreement, provided that such subsidiary
or parent company or successor assumes or is otherwise fully bound by all of Seller under this
Agreement.
17. NO SPECIAL OR OTHER DUTY. Notwithstanding anything to the contrary in this
Agreement, it is agreed and understood that no third -party beneficiaries are intended or created by the
provisions of this Agreement.
3
18. WAIVER. Any delay or failure to enforce any rights by either party arising out of or pursuant
to this Agreement shall not constitute, and shall not be construed as, a waiver of any such rights.
19. LIMITATION OF ACTIONS. Seller shall not be entitled to, and hereby waives, any and all
rights that it might have to file suit or bring any cause of action or claim for damages against the City
of Elgin and/or its affiliates, officers, employees, agents, attorneys, boards and commissions of any
nature whatsoever and in whatsoever forum after two (2) years from the date of this Agreement.
20. ENTIRE AGREEMENT. This Agreement is the only agreement between the Parties hereto
regarding the subject matter hereof. There are no other agreements, either oral, written or implied,
between the parties hereto regarding the subject matter hereof.
22. APPROPRIATION OF FUNDS. The fiscal year of the City is the 12-month period ending
December 31. The obligations of the City under any agreement for any fiscal year are subject to and
contingent upon the appropriation of funds sufficient to discharge the obligations which accrue in that
fiscal year and authorization to spend such funds for the purposes of the agreement. If, for any fiscal
year the term of the Agreement, sufficient funds for the discharge of the City's obligations under the
Agreement are not appropriated and authorized, then the Agreement shall terminate as of the last day
of the preceding fiscal year, or when such appropriated and authorized funds are exhausted, whichever
is later, without liability to the City for damages, penalties or other charges on account of such
termination.
24. NOTICES. All notices and documents required under this Agreement shall be in writing and
shall be mailed by First Class Mail, postage prepaid, addressed as follows:
A. As to the CITY:
Debra Nawrocki
Finance Director
City of Elgin
150 Dexter Court
Elgin, Illinois 60120-5555
With a copy to:
Corporation Counsel
City of Elgin
150 Dexter Court
Elgin, Illinois 60120-5555
B. As to the SELLER:
C1earGov, Inc.
2 Mill & Main
Suite 630
Maynard, Maryland 01754
Attn: Legal Notices
C!
24. TIME IS OF THE ESSENCE. Time is of the essence of this Agreement.
CLEARGOV, INC.
Bryan A. Burdick
Print Name
Signature
President
Title
CITY OF ELGIN
Richard G. Koza , ity Manager
Attest:
a ty C4rk
Legal Dept\Agreement\C1earGov Purchase Agreement -Setup & Subscription Services-4-18-23.docx
ATTACHMENT A
Created by Sarah Sears Order Date Apr 17, 2023
Contact Phone 913.707.0020
Order valid if signed by May 1, 2023
Contact Email ssears@cleargov.wm
Customer Information
Customer:
Elgin, IL
Contact
Debra Nawrodd
Billing Contact
Debra Nawrocki
Address
ISO Dexter Court
Title
Chief Financial officer
Title
Chief Financial Officer
City, St, zip
Elgin,, IL
Email
nawrocki_d@cltyofelgin.org
Email
nawrocki_d@dtyofelgin.org
Phone
W-931-6001
PO # (If any)
The Services you will receive and the Fees for those Services are...
Set up Services Tier/Rate
Service Fees
ClearGov Setup: Includes activation, onboarding and training for ClearGov solutions Tier 4
$
4,500.00
Total ClearGov Setup Service Fee - Billed ONE-TIME
$
4,500.00
Subscription Services
Tier
Service Fees
ClearGov Digital Budget Book - Civic Edition
Tier 4
$
14,400.00
ClearGov Capital Budgeting Lite -' Civic Edition
Tier 4
No Charge
Total ClearGov Subscription Service Fee -Billed ANNUALLY IN ADVANCE.
$
14,400.00
ClearGov wIII provide your Services according to this schedule...
Period
Start Date
End Date
Description
Setup
May 1, 2023
Ma 1, 2023
ClearGov Setup Services
Initial
Ma�y 1, 2023
Apr 30, 2024
ClearGov Subscription Services
To be clear, you will be billed as follows...
Billing Dates
Amount(s) Notes
Ma 1, 2023
$4,500.00 One Time Setup Fee
May 1, 2023
$14,400.00 Annual Subscription Fee
Additional subscription +ears and/or renewals will be billed annually in accordance with pricing.and terms set forth herein.
Billing Terms and Conditions
Valid Unt!!
May 1, 2023
Pricing set forth herein Is valid only If ClearGov Service order is executed on or before this date.
Payment
Net 30
All invoices are due Net 30 days from the date of invoice.
General Terms & Conditions
Customer Satisfaction During the first thirty (30) days of the Service, Customer shall have the option to terminate the Service, by providing
Guarantee written notice,, In the event that Customer exercises this customer satisfaction guarantee option, such termination shall
become effective immediately and Customer shall be elicible for a full refund of the aeplicable Service Fees.
Statement of Work ClearGov and Custommutu
ally ually agree to the ClearGov Service activation and onboarding process set forth in the
I The Service Fees and Billing amounts set forth above In this ClearGov Service Order DO NOT include applicable taxes. In
Taxes accordance with the laws of the applicable state, in the event that sales, use or other taxes apply to this transaction,
ClearGov shall include such taxes on applicable invoices and Customer is solely responsible for such taxes, unless
documentation is, rovided to CiearGov demonstratin Customer's exem tlon from such taxes.
Subject to the termination rights and obligations set forth in the ClearGov Service Agreement, this ClearGov Service Order
commences upon the Order Date set forth herein and shall continue until the completion of the Service Period(s) for the
Term & Termination Services) set forth herein. Each Service shall commence upon the Start Date set forth herein and shall continue until the
completion of the applicable Service Period. To be dear; Customer shall have the option to Terminate this Service Order
on an annual basis by providing notice at least sixty, {60) days prior to the -end of the then current Annual Term.
After the Initial Period, the Service Period for any ClearGov Annual Subscription Services shall automatically renew for
Auto -Renewal successive annual periods (each an 'AnnuM Terml, unless either Party provides written notice of its desire not to renew
at least sixty (60) days prior to the end of the then current Annual Term.
This ClearGov Service Order shall become binding upon execution by both Parties. The signature herein affirms your
commitment to pay for the Service(s) ordered in accordance with the terms set forth in this ClearGov Service Order and
Agreement also acknowledges that you have read and agree to the terms and Conditions set forth In the ClearGov BCM Service
Agreement found at the following URL: httpl/lwnvw ClearGov com/terms-and-conditions. This Service Order incorporates
by reference the terms of such ClearGov BCM Service Agreement.
Customer
NameDebra Nawrodd
Title Chief Financial Officer
ClearGov, Inc.
Signature
�a
Name
Bryan A. Burdick
Title
President
Please a-nnail si ned Service Order to �Jrders@ClearGov.com or Fax to 774) 759-3045
Customer Upgrades ClearGov internal use only)
This Service Order is a Customer Upgrade I No I If Yes: Original Service Order bate
Statem
ent of 'Vlfor Z.
Statement of work outlines the roles and responsibilities by both ClearGov and Customer required for the activation and onboarding of the ClearGov
foe. ClearGov will begin this onboarding process upon execution of this Service Order. All onboarding services and communications will be provided
igh remote methods - email, pilone, and web conferencin .
ClearGov Responsibilities
- ClearGov will activate ClearGov Service subscription(s) as of the applicable Start Date(s). ClearGov will create the initial Admin User account, and the
Customer Admin User will be responsible for creating additional User accounts.
- ClearGov will assign an Implementation Manager (IM) responsible for managing the activation and onboarding process. ClearGov IM will coordinate with
other ClearGov resources, as necessary.
- ClearGov IM will provide a Kickoff Call scheduling link to the Customers Primary Contact. Customer should schedule Kickoff Call within two weeks after the
Service Order has been executed.
- If Customer is subscribing to any products that require data onboaording:
- ClearGov IM will provide a Data Discovery Call scheduling link to the Customer's Primary Contact. Customer should schedule Data Discovery Call based on
the availability of Customer's staff.
ClearGov will provide Customer with financial data requirements and Instructions, based on the ClearGov Service subscription(s).
- ClearGov will review financial data files and confirm that data is complete, or request additional Information, if necessary. Once complete financial data
files have been received, ClearGov will format the data, upload it to the ClearGov platform and complete an initial mapping of the data.
- After initial mapping, ClearGov will schedule a Data Review call with a ClearGov Data onboarding Consultant (DOC), who will present how the data was
mapped, ask for feedback, and address open questions. Depending upon Customer feedback and the complexity of data mapping requests, there may be
additional follow-up calls or emails required to complete the data onboarding process,
- ClearGov will inform Customer of all training, learning, and support options. ClearGov recommends all Users attend ClearGov Academy training sessions
and/or read Support Center articles before using the ClearGov Service to ensure a quick ramp and success. As needed, ClearGov will design and deliver
customized remote training and configuration workshops for Admins and one for End Users - via video conference - and these sessions will be recorded for
future reference.
- ClearGov will make commercially reasonable efforts to complete the onboarding/activation process in a timely fashion, provided Customer submits financial
data files and responds to review and approval requests by ClearGov in a similarly timely fashion. Any delay by Customer in meeting these deliverable
requirements may result In a delayed data onboarding process. Any such delay shall not affect or change the Service Period(s) as set forth in the applicable
Service Order.
Customer Responsibilities
Customer's Primary Contact will coordinate the necessary personnel to attend the Kickoff and Data Discovery Calls within two weeks after the Service Order
has been executed. If Customer needs to change the date/time of either of these tails, the Primary Contact will notify the ClearGov IM at least one business
day In advance.
- If Customer Is subscribing to any products that require data onboaording:
- Customer will provide a complete set of requested financial data files (revenue, expense, chart of accounts, etc.) to ClearGov in accordance with the
requirements provided by ClearGov.
- Customer's Primary Contact will coordinate the necessary personnel to attend the Data Discovery and Data Review calls. It is recommended that all
stakeholders with Input on how data should be mapped should attend. Based on these calls and any subsequent internal review, Customer shall provide a
detailed list of data mapping requirements and requested changes to data mapping drafts in a timely manner, and Customer will approve the final data
mapping, once completed to Customer's satisfaction.
- Customer,wfll complete recommended on -demand training modules in advance of customized training & configuration workshops.
- Customer shall be solely responsible for importing and/or Inputting applicable text narrative, custom graphics, performance metrics, capital requests,
personnel data, and other such information for capital budget, personnel budget, budget books, projects, dashboards, etc,