HomeMy WebLinkAbout24-83Resolution No. 24-83
RESOLUTION
AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH CLEARGOV, INC.
FOR DIGITAL BUDGET BOOK AND CAPITAL BUDGETING SUBSCRIPTION SERVICES
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,
that pursuant to Elgin Municipal Code Section 5.02.020B(9) the City Council hereby finds that an
exception to the requirements of the procurement ordinance is necessary and in the best interest of
the city; and
BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,
ILLINOIS, that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are
hereby authorized and directed to execute a Purchase Agreement on behalf of the City of Elgin
with C1earGov, Inc., for digital budget book and capital budgeting subscription services for use in
the preparation of the annual budget and financial plan, a copy of which is attached hereto and
made a part hereof by reference.
s/ David J. Ka tain
David J. Kaptain, Mayor
Presented: March 20, 2024
Adopted: March 20, 2024
Omnibus Vote: Yeas: 9 Nays: 0
Attest:
s/ Kimberly Dewis
Kimberly Dewis, City Clerk
PURCHASE AGREEMENT
THIS AGREEMENT is hereby made and entered into this 20th day of
March , 2024, by and between the City of Elgin, Illinois, a municipal corporation
(hereinafter referred to as "City") and C1earGov, Inc., a Delaware corporation (hereinafter
referred to as "Seller").
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 and install the goods
and/or services to the City as described in the three (3) page Service Order dated February 23,
2024, attached hereto and made a part hereof as Attachment A.
2. TERMS AND CONDITIONS. This Agreement shall be subject to the terms and
conditions contained herein and as provided by Attachment A, which is attached hereto and
made a part hereof. In the event of any conflict between any of the terms and provisions of this
Agreement and Attachment A, the terms and provisions of this Agreement shall supersede and
control.
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 C1earGov, Inc., 2 Mill & Main, Suite 630, Maynard, MA,
01754, shall constitute effective service. The Parties hereto waive any rights to a jury.
4. NO MODIFICATION. There shall be no modification of this Agreement,
except in a writing instrument executed 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 50511, et seq.), as amended, or
the Illinois Interest Act (815 ILCS 205/1, et seq.), as amended. The provisions of this paragraph
shall survive any expiration, completion and/or termination of this Agreement.
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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, nondiscrimination and legal status of employees.
9. COUNTERPARTS AND 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. This Agreement may be executed electronically, and any signed copy of this
Agreement transmitted by facsimile machine, email, or other electronic means shall be treated in
all manners and respects as an original document. The signature of any party on a copy of this
Agreement transmitted by facsimile machine, email, or other electronic means shall be
considered for these purposes an original signature and shall have the same legal effect as an
original signature.
10. TERM AND TERMINATION. This initial service period under this Agreement
shall become effective as of May 1, 2024, and, unless terminated for cause as otherwise provided
for herein, the initial service period shall terminate on April 30, 2027 (the "Initial Period").
During the initial period, the City shall have the option to terminate this Agreement on an annual
basis by providing notice at least sixty (60) days prior to an anniversary date of this Agreement,
said anniversary dates being May 1 of the then -current calendar year. After the Initial Period,
this Agreement shall automatically renew for successive annual periods (each an "Annual
Term"), unless either party provides written notice of its desire not to renew at least sixty (60)
days prior to the net of the then current Annual Term.
11. PAYMENT. City shall pay an initial one-time initial setup service fee in the
amount of Three Thousand Six Hundred Dollars ($3,600.00) within thirty (30) days of delivery
and installation or City's receipt of invoice, whichever is later. In addition, City shall pay an
annual subscription service fee for the annual subscription period commencing May 1, 2024, and
ending April 30, 2025, in the amount of Twenty -Eight Thousand Two Hundred Forty Dollars
($28,240.00) within thirty (30) days of delivery and installation or City's receipt of invoice,
whichever is later. During the Initial Period, the total amount of the annual subscription service
fee shall automatically increase by three percent (3%) for each subsequent annual subscription
period. During any Annual Terms following the Initial Period, the total amount of the annual
subscription service fee shall automatically increase by six percent (6%) for each subsequent
annual subscription period. The aforementioned total sums are inclusive of all freight and
shipping costs. The City of Elgin is a tax-exempt governmental entity.
12. LIMITATION OF DAMAGES. In no event shall City be liable for any
monetary damages in excess of the purchase price contemplated by this Agreement. In no event
shall City be liable for any consequential, special or punitive damages, or any damages resulting
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from loss of profit.
13. INDEMNIFICATION. To the fullest extent permitted by law, Seller agrees to
and shall indemnify, 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 goods
delivered or services 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 and hold harmless, such action shall be defended by legal counsel of the City's
choosing.
14. WARRANTY. All applicable warranties, including but not limited to any and all
applicable manufacturer's warranties, warranties of merchantability, and warranties of fitness for
a particular purpose, are included as part of this Agreement, and shall apply to all goods,
accessories, components, and services to the benefit of the City.
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. WAIVER. Neither party hereto shall be responsible for any consequential,
indirect, punitive or incidental damages for any reason whatsoever. 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.
17. LIMITATION OF ACTIONS. The Parties hereto agree that any action by the
Seller arising out of this Agreement must be filed within one year of the date the alleged cause of
action arose or the same will be time -barred.
18. TIME IS OF THE ESSENCE. Time is of the essence of this Agreement.
19. NONDISCRIMINATION. The Seller will not discriminate against any
employee or applicant for employment because of race, color, religion, sex, national origin, age,
ancestry, order of protection status, familial status, marital status, physical or mental disability,
military status, sexual orientation, or unfavorable discharge from military service which would
not interfere with the efficient performance of the job in question. The Seller will take
affirmative action to comply with the provisions of Elgin Municipal Code Section 5.02.040 and
will require any subcontractor to submit to the City a written commitment to comply with those
provisions. The Seller will distribute copies of this commitment to all persons who participate in
recruitment, screening, referral and selection of job applicants, prospective job applicants, and
subcontractors.
The persons signing this Agreement certifies that s/he has been authorized by the Seller to
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commit the Seller contractually and has been authorized to execute this Agreement on its behalf.
IN WITNESS WHEREOF, the Parties have hereto set their hands the day and year first
above written.
CLEARGOV, INC.
Bryan A. Burdick
Print Name
fs�r'
Signature
President
Title
4
CIT GIN
Richard G. Kozal, City Manager
Attest:
City lerk
Created by George Hoermann
Contact Phone (203) 246-3611
Contact Email ghoermann@cleargov.com
Order Date Mar 4, 2024
Order valid if signed by Mar 31, 2024
Customer Information
Customer
City of Elgin, IL
Contact
Richard G. Kozal
Billing Contact
Debra Nawrocki
Address
150 Dexter Court
Title
City Manager
Title
Chief Financial Officer
City, St, Zip
Elgin, IL 60120
Email
citymanager@cityofelgin.org
Email
nawrocki_d@cityofelgin.org
Phone
(847) 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
ClearGov Setup: BCM Bundle Discount - Discount for bundled BCM solutions
Tier 4
$ (900.00)
Total ClearGov Setup Service Fee - Billed ONE-TIME
$ 3,600.00
Subscription Services
Tier
Service Fees
ClearGov BCM Capital Budgeting - Civic Edition
Tier 4
$ 17,300.00
ClearGov BCM Bundle Discount: Discount for bundled BCM solutions
Tier 4
$ (3,460.00)
Total ClearGov Subscription Service Fee - Billed ANNUALLY IN ADVANCE
$ 13,840.00
ClearGov will provide your Services according
to this schedule...
Period
Start Date
End Date
Description
Setup
Apr 1, 2024
Apr 1, 2024
ClearGov Setup Services
Pro-Rata
Apr 1, 2024
Dec 31, 2024
ClearGov Subscription Services
Initial
Jan 1, 2025
Dec 31, 2027
ClearGov Subscription Services
To be clear, you will
be billed as follows...
Billing Date(s)
Amount(s)
Notes
Apr 1, 2024
$ 3,600.00
One Time Setup Fee
Apr 1, 2024
$ 12,975.00
9 Month Pro -Rats Subscription Fee
Jan 1, 2025
$ 13,840.00
Annual Subscription Fee
Additional subscription years and/or renewals will be billed annually in accordance with pricing and terms set forth herei
Billing Terms and Conditions
Valid Until
Mar 31, 2024
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.
Initial Period
Rate Increase
3% per annum
During the Initial Service Period, the Annual Subscription Service Fee shall automatically increase by this amount.
Rate Increase
6% per annum
After the Initial Service Period, the Annual Subscription Service Fee shall automatically increase by this amount.
General Terms & Conditions
ClearGov and Customer mutually agree to the ClearGov Service activation and onboarding process set forth in the
Statement of Work attached Statement of Work. Please note that ClearGov will not activate and/or implement services for any Customer
with outstanding balance past due over 90 days for any previous subscription services.
The Service Fees and Billing amounts set forth above in this ClearGov Service Order DO NOT include applicable taxes.
Taxes In 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 r,rovided to ClearGov demonstrating Customer's exemption from such taxes.
Subject to the termination rights and obligations set forth in the ClearGov BCM Service Agreement, this ClearGov
Service Order commences upon the Order Date set forth herein and shall continue until the completion of the Service
Term & Termination Period(s) for the Service(s) 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 clear, 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 "Annual Term), 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.
The signature herein affirms your commitment to pay for the Service(s) ordered in accordance with the terms set
Agreement forth in this ClearGov Service Order and 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: http://www.ClearGov.com/terms-and-
conditions. This Service Order incorporates by reference the terms of such ClearGov BCM Service Agreement. _
Customer
Signature
I Name I Richard G. Kozal I
Title I City Manager
ClearGov, Inc.
Signature�r
"� `�
Name
Bryan A. Burdick
Title
President
Please e-mail signed Service Order to Orders@ClearGov.com or Fax to (774) 759-3045
Customer Upgrades (ClearGov internal use only)
This Service Order is a Customer Yes If Yes: Original Service Order Date 4/17/23
Upgrade
This Statement of Work outlines the roles and responsibilities by both ClearGov and Customer required for the activation and onboarding of the ClearGov
Service. ClearGov will begin this onboarding process upon execution of this Service Order. All onboarding services and communications will be provided
through remote methods - email, phone, and web conferencing.
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 Customer's 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 onboarding:
- 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
- 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 calls, 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 onboarding:
- 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 will 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.
., �j Al lill PAO signNow
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SignNow E-Signature Audit Log All dates expressed in MM/DD/YYYY (US)
Document name: Purchase Agr-ClearGov-Digital Budget-revised-3-4-24.docx
Document created: 03/04/2024 23:09:11
Document pages: 7
Document ID: a32al420679f48fl993fd8fb578db9f44f4e0683
Document Sent: 03/04/2024 23:11:48 UTC
Document Status: Signed
03/04/2024 23:15:23UTC
Sender: ghoermann@cleargov.com
Signers: bburdick@cleargov.com
CC: ghoermann@cleargov.com
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