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HomeMy WebLinkAbout2026-293-E-Finance Dept-Clear Gov Inc-Clear Gov Inc Amendment #1 This Amendment (“Amendment”) updates the original Services Agreement (“Agrement”) between ClearGov, Inc and Orange County, North Carolina dated November 1, 2024. It takes effect on the date it’s signed by both parties. 1. Product Add-Ons Effective as of the Amendment Effective Date, the parties agree to modify the Scope of Services as follows: ● Addition: ClearGov shall provide, and the Client shall receive license to use, Disclosure Studio - Quarterly Report (the “New Product”) ● Implementation: ClearGov will provide the required services to migrate or set up the New Product as approved by both parties. The specifications and implementation details for the New Product are set forth in the Statement of Work attached hereto as Addendum A and incorporated herein by reference. 2. Fees and Compensation Notwithstanding the change in products, the Annual Subscription Fees and Total Fees set forth in the original Agreement shall increase based on the following: Pricing: o Annual Recurring Fee: $11,500 Set-up Services (One-time fee): $8,625 TOTAL FEES: $20,125 During the Initial Service Period of this amendment, the Annual Subscription Service Fee shall automatically increase by 3% per annum. After the Initial Service Period, the Annual Subscription Service Fee shall automatically increase by 6% per annum. Effective as of the Amendment Effective Date, the billing table set forth in the Agreement is amended and restated as follows for all fees and billing periods occurring on or after the Amendment Effective Date: Docusign Envelope ID: 8B480654-E41F-8BB5-818E-3598A6E47865 Billing Table - Initial Period Start Date End Date Total Amount July 1, 2026 June 30, 2027 $8,6250.00 (Quarterly Report Set-up) $5,750.00 (Quarterly Report: 6-month Subscription July 1, 2026 to December 31, 2026 ) $71,960.95 (Renewing Products: Annual Subscription) $86,335.95 TOTAL FEES January 1, 2027 June 30, 2027 $5,750 (Quarterly Report: 6-month Annual Subscription ) July 1, 2027 June 30, 2028 $11,845.00 (Quarterly Report: Annual Subscription) $74,119.79 (Renewing Products: Annual Subscription) $85,964.79 TOTAL FEES Payment Terms. The initial invoices issued for the expansion products and implementation services added under this Amendment shall be due within ninety (90) days of the invoice date. The ninety (90) day payment term applies only to such initial expansion invoices. All subsequent invoices, including renewal and recurring subscription invoices, shall be due Net 30 in accordance with the Agreement. Renewing Products for the Orange County, North Carolina budget division include: ○ ClearGov BCM Personnel Budgeting - Civic Edition ○ ClearGov BCM Capital Budgeting - Civic Edition ○ ClearGov BCM Digital Budget Book - Civic Edition ○ ClearGov BCM ClearPlans - Civic Edition (now known as Strategic Planning) ○ Single Sign-On Authentication - Add-on 3. Full Force and Effect Except as expressly modified by this Amendment, all other terms and conditions of the agreement remain unchanged and in full force and effect. In the event of a conflict between this Amendment and the Agreement, the terms of the Amendment shall prevail. Signatures ClearGov, Inc Orange County, North Carolina Signature: \s2\ Signature: \s1\ Name: \n2\ Name: \n1\ Title: \t2\ Title: \t1\ Date: \d2\ Date: \d1\ Docusign Envelope ID: 8B480654-E41F-8BB5-818E-3598A6E47865 Addendum A Statement of Work: Quarterly Repor t The Professional Services described in this SOW are limited to the activities explicitly outlined herein. Any services not expressly stated are considered out of scope unless mutually agreed in writing through a Change Order executed by both parties. Scope of Services Vendor shall perform the Professional Services described in Exhibit A – Scope of Services. Services will be delivered in accordance with reasonable professional standards and based on the assumptions outlined in this SOW. Activities not explicitly described in Exhibit A are considered out of scope, including but not limited to: ● Custom software development beyond what is specified ● Integration with third-party systems beyond what is specified ● Data cleansing, restructuring, or transformation beyond defined activities ● Ongoing operational support or managed services beyond what is currently provided ● End-user training beyond what is specified ● Additional documentation, reporting, or analysis not defined in scope Requests for additional services may require a Change Order and may result in adjustments to fees, timelines, and resource allocation. Docusign Envelope ID: 8B480654-E41F-8BB5-818E-3598A6E47865 Deliverables Customer shall review all deliverables within ten (10) business days of receipt. If Customer determines a deliverable materially fails to conform to the agreed scope, Customer must provide written notice describing the non-conformance within the review period. If no written feedback is received within the review period, the deliverable shall be deemed accepted. Company will use commercially reasonable efforts to address any documented deficiencies that fall within the agreed scope. Requests for revisions outside the defined scope will be treated as additional services. Customer Responsibilities The Customer acknowledges that successful delivery of the Services requires timely participation and cooperation. Customer agrees to: ● Assign a primary project lead with authority to coordinate internal resources and decisions ● If required provide timely access to required personnel, systems, documentation, and data ● Ensure all information provided to Company is accurate, complete, and lawful ● Participate in scheduled meetings, workshops, and review sessions ● Review deliverables and provide feedback within agreed timelines ● Perform validation of any Customer-provided data used during the engagement ● Notify Company of any organizational or technical changes that may impact the Services Company shall not be responsible for delays, additional costs, or deficiencies resulting from Customer’s failure to fulfill these responsibilities. Assumptions and Dependencies The Services described in this SOW are based on the following assumptions: ● Services will be delivered remotely unless otherwise agreed ● Customer will provide timely access to necessary systems, documentation, and personnel ● Customer-provided data will be accurate and complete Docusign Envelope ID: 8B480654-E41F-8BB5-818E-3598A6E47865 ● Customer maintains responsibility for internal decision-making and operational changes ● Third-party systems and the Company will operate as expected If these assumptions prove inaccurate or change during the engagement, Company may require a Change Order to adjust scope, schedule, or fees. Project Timeline The estimated timeline for delivery of the Services is 20 business days from kick-off. The estimated implementation timeline is twenty (20) business days following the project kick-off meeting and Company’s receipt of all applicable documentation, required information, and timely client feedback. Delays in providing requested materials or feedback may impact the project timeline. Milestones include: ● SOW Delivery & Sign Off ● Scheduling a Brief Kick-off Call ● Scope of Work to begin & be completed by an agreed upon date established at Kick-off ● Customer Review of Work Completed ● Sign Off Company’s ability to meet this timeline depends on timely participation and cooperation from the Customer. Project activities will be scheduled only after this Statement of Work has been fully executed by both parties. Company will coordinate scheduling with Customer based on resource availability and project readiness. Company does not guarantee immediate project commencement upon signature. If project delays caused by Customer extend beyond seven (7)) calendar days, Company reserves the right to cease project work to: ● Reallocate resources ● Revise project timelines ● Issue a mutually accepted Change Order for additional effort including costs ● Close the engagement and invoice remaining contracted fees Docusign Envelope ID: 8B480654-E41F-8BB5-818E-3598A6E47865 Change Management Any changes to the scope, deliverables, assumptions, timeline, or services described in this SOW must be documented through a written Change Order signed by authorized representatives of both parties. Company shall have no obligation to perform work outside the agreed scope unless a Change Order has been executed. A non-exhaustive set of examples of changes that may require a Change Order include: ● Requests for additional deliverables ● Expansion of scope ● Additional integrations or technical work ● Additional review cycles or revisions ● Requests for new workshops or working sessions Limitations of Services The Services provided under this SOW are professional advisory services. Company does not: ● Assume responsibility for Customer ’s internal business decisions ● Guarantee specific business outcomes or performance improvements ● Provide legal, regulatory, accounting, or compliance advice ● Accept responsibility for third-party software or systems ● Assume responsibility for inaccuracies in Customer-provided data The Customer remains responsible for all operational, financial, and regulatory decisions arising from the use of Company’s recommendations or deliverables. Limitation of Liability All liability arising from or related to this SOW shall be governed by the limitation of liability provisions set forth in the governing Agreement between the parties. Nothing in this SOW expands the Company's liability beyond what is defined in the Agreement. Docusign Envelope ID: 8B480654-E41F-8BB5-818E-3598A6E47865 Exhibit A - Scope of Ser vices Engagement Objectives Support Customer with the the implementation of the Quarterly Report: ● Manual upload (Data Integration) process creation. ● MDFM (Multi-Dimensional Financial Module) configuration and setup. ○ Data set creation. ○ Mapping rules configuration. ● Quarterly Report structure creation ● Quarterly Report Data Tables automation. ● Quarterly Report text narratives variables automation. ● Data Validation Testing ● Quarterly Report design and layout automation. ● Quarterly Report Design and Layout Review ● Quarterly Report Validation Testing ● Sign-Off In-Scope Activities The implementation team will work with Customer to configure their Quarterly Report in the Company software including the following: *Fees & time remain fixed regardless of which items are ultimately applicable. Docusign Envelope ID: 8B480654-E41F-8BB5-818E-3598A6E47865 Deliverables ● See In-Scope Activities Above Out-of-Scope Activities The Services described in this SOW are limited exclusively to the activities and deliverables expressly defined herein. Any services, tasks, deliverables, support, or assistance not explicitly stated in this SOW shall be considered out of scope, including any activities that may be implied, inferred, or reasonably related to the Services. Company shall have no obligation to perform out-of-scope work unless such work is documented in a mutually executed Change Order, which may result in additional fees, revised timelines, and updated resource allocation. No Other Changes Except as expressly amended herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. Docusign Envelope ID: 8B480654-E41F-8BB5-818E-3598A6E47865 Revised 01/24 NORTH CAROLINA CONTRACT AMENDMENT ORANGE COUNTY THIS CONTRACT AMENDMENT (“Amendment”) is made and entered into this 29th day of June_, 2026 by and between ORANGE COUNTY (hereinafter referred to as “County”) and Clear Gov Inc. (hereinafter referred to as “Provider”). WITNESSETH: THAT WHEREAS, the County and Provider entered into a contract dated July 1, 2026, (hereinafter the “Original Agreement”), for the provision of services for quarterly reporting; and WHEREAS, the County and Provider desire to amend the Original Agreement while keeping in effect all terms and conditions of the Original Agreement not inconsistent with the terms and conditions set forth below. NOW THEREFORE, for and in consideration of the mutual covenants and agreements made herein, the parties agree to amend the Original Agreement as follows: 1. In order to ensure the completion of the Services identified in the term of the Original Agreement is amended to reflect an end date by which all Services shall be completed of June 30th, 2027. 2. Exhibit A to the Original Agreement is amended by adding the following tasks and services to the Services to be provided by the Consultant: 3. Article ___, Section ____ is amended to reflect a maximum payable not-to-exceed amount of ________________. 4. Except for the changes made herein, the Original Agreement shall remain in full force and effect to the extent it is not inconsistent with this Amendment. In the event there is a conflict between the terms of the Original Agreement and the terms of this Amendment, this Amendment shall control. IN TESTIMONY WHEREOF, this Amendment has been executed by the parties hereto, as of the date first above written. ORANGE COUNTY PROVIDER ______________________________ __________________________________ Travis Myren Michael Mattson County Manager mmattson@cleargov.com Docusign Envelope ID: 8B480654-E41F-8BB5-818E-3598A6E47865 Revised 01/24 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Clear Gov Inc Vendor Contact Person: Michael Mattson Phone: Address: City State: Zip: Department: Finance Amount: $20,125.00 Purpose: Budget Code(s): 10230020-630000 Vendor # 68693 Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date End Date Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. This agreement is approved as to technical form and content. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ Docusign Envelope ID: 8B480654-E41F-8BB5-818E-3598A6E47865 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 1/7/2026 Arthur J.Gallagher Risk Management Services,LLC 115 Federal St Boston MA 02210 617-646-0400 Twin City Fire Insurance Company 29459 CLEAINC-12 Hartford Accident and Indemnity Company 22357ClearGovInc 2 Mill &Main Place Suite 630 Maynard MA 01754 Greenwich Insurance Company 22322 262869215 A X 2,000,000 X 1,000,000 10,000 2,000,000 4,000,000 X 08SBAAA4458 1/1/2026 1/1/2027 4,000,000 A 2,000,000 X X 08SBAAA4458 1/1/2026 1/1/2027 A X X 1,000,00008SBAAA44581/1/2026 1/1/2027 1,000,000 X 10,000 B X08WECAW0KLB1/1/2026 1/1/2027 1,000,000 1,000,000 1,000,000 C Cyber/Professional Liab MTP9049900 00 1/1/2026 1/1/2027 Each Wrongful Act Aggregate Limit $3,000,000 $3,000,000 Orange County,its officers,agents and employees are designated as an Additional Insured on the General Liability and Automobile Policies,as required by written contract.Waiver of Subrogation applies in favor of the Certificate Holder as respects to the Workers Compensation policy,pursuant to and subject to the policy's terms,definitions,conditions and exclusions. Orange County 300 West Tryon Street P.O.Box 8181 Hillsborough,NC 27278 USA Docusign Envelope ID: 8B480654-E41F-8BB5-818E-3598A6E47865