CONTRACT 6605 One Page Service AgreementAgreement No. 6605
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CONTRACTOR: GOVINVEST, INC DATE MAILED:
Below you will find a checklist relating to Insurance and other requirements that are required for doing business with the City of El
Segundo. Only those items checked -off are MANDATORY, however if your standard policies exceed the minimum requirements please
include. Commercial general liability insurance must meet or exceed the requirements of ISO-CGL Form No. CG 20 10 11 85 or
equivalent. The amount of insurance set forth below will be a combined single limit per occurrence for bodily injury, personal injury, and
property damage for the policy coverage. Liability policies will be endorsed to name the City, its officials, and employees as
"additional insured's" under said insurance coverage and to state that such insurance will be deemed "primary" such that any
other insurance that may be carried by the City will be excess thereto. Such insurance must be on an "occurrence," not a
"claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to the
City. Please find additional Terms and Conditions on the reverse side of this Services Agreement. This is not a purchase order or
an authorization to begin work.
® Comprehensive General Liability., including coverage for premises, products and completed operations, independent contractors,
personal injury and contractual obligations with combined single limits of coverage of at least $1,000,000 per occurrence.
® Auto Liability, including owned, non -owned and hired vehicles with at least:
® 1 000 000 per occurrence.
❑ 100Q00 - 300,000 per occurrence.
❑ As required by State Statutes. A copy of your current policy must be submitted naming yourself and or your company.
® Workers' Corngensation Insurance: as required by State Statutes with Waiver of Subrogation. (Not needed if Self-employed with
no employees and CONTRACTOR signs statement to this effect.)
® Busyness License: The CONTRACTOR shall agree to have a current City of El Segundo license on file at City Hall or purchase
said license (at no cost to the City).
❑ Permits: Plans must be approved and permit(s) issued (no fee) by the Planning and Building Safety if appropriate. Call the
Planning Manager @ (310) 524-2340 if you have questions.
❑ Copy of valid picture LD (Drivers license etc.)
PLEASE NOTE: ALL APPLICABLE INFORMATION LISTED ABOVE MUST BE OBTAINED AND ON FILE, PRIOR TO THE ISSUANCE OF A CITY
PURCHASE ORDER BEING SENT TO YOU (VIA FAX OR HARD COPY) BY THE PURCHASING AGENT, THUS AUTHORIZING COMMENCEMENT OF
WORK FOR THE CITY.
Submitted by (complete altl blanks): COLOR COPY REQUIRED BACK TO THE CITY
Company Name:
By (Print name & title):
GOVINVEST, INC
Jasmine Nachtigall-Fournier, President
Company Street Address:
Vendor's Authorized Signature required:
8605 Santa Monica Blvd PMB 52465
City, State, Zip:
Dat6 signed:
West Hollywood, CA 90069
March 2, 2023
Phone:
FAX:
213 460-3443
Vendor's Email address:david@govinvest.com
Vendor's Web site:
www.aovinvest.com
Mail original agreement and insurance to: City of El Segundo — City Clerk 350 Main Street, Room 5, El Segundo, CA 90245-3813
Originator/Department Contact:
m
Department Head Approval:
Insurance Approval:
Gity tterney i Manager
City Clerk
Date initiated:
Date Approved: �
Date Apprqv(;
Govinvest Services Agreement - City of El Segundo 3.1.23 3/1/23
Agreement No. 6605
1.GENERALLY. The materials, supplies, or services (collectively,
"Purchase") covered by this services agreement and purchase order
("order") must be furnished by Seller subject to all the terms and
conditions contained in this order which Seller, in accepting this order,
agrees to be bound by and comply with in all particulars. No other terms
or conditions are binding upon the parties unless subsequently agreed to
in writing. Written acceptance or shipment of all or any portion of the
Purchase covered by this order constitutes unqualified acceptance of all
terms and conditions in this order. The terms of any proposal referred to
in this order are included and made a part of the order only to the extent
it specified the Purchase ordered, the price, and the delivery, and then
only to the extent that such terms are consistent with the terms and
conditions of this order.
2.I1YSPECTION. The Purchase furnished must be exactly as specified in
this order, free from all defects in Seller's performance, design,
workmanship, and materials, and, except as otherwise provided, is
subject to inspection and test by City at all times and places. If, before
final acceptance, any Purchase is found to be incomplete, or not as
specified, City may reject it, require Seller to correct it without charge, or
require delivery of such Purchase at a reduction in price that is equitable
under the circumstances. If seller is unable or refuses to correct such
items within a time deemed reasonable by City, City may terminate the
order in whole or in part. Seller bears all risks as to rejected Purchases
and, in addition to any costs for which Seller may become liable to City
under other provisions of this order, must reimburse City for all
transportation costs, other related costs incurred, or payments to Seller
in accordance with the terms of this order for unaccepted Purchases.
Notwithstanding City's acceptance of any Purchase, Seller is liable for
latent defects, fraud, or such gross mistakes as constitute fraud.
3.CHANGES. City may make changes within the general scope of this
order in drawings and specifications for specially manufactured supplies,
place of delivery, method of shipment or packing of the order by giving
notice to Seller and subsequently confirming such changes in writing. If
such changes affect the cost of or the time required for performance of
this order, an equitable adjustment in the price or delivery or both must
be made. No change by Seller is allowed without City's written approval.
Any claim by Seller for an adjustment under this section must be made
in writing within thirty (30) days from the date of receipt by Seller of
notification of such change unless City waives this condition in writing.
Nothing in this section excuses Seller from proceeding with performance
of the order as changed.
4. TERMINATION. City may terminate this order at any time, either
verbally or in writing, with or without cause. Should termination occur,
City will pay Seller as full performance until such termination the unit or
pro rata order price for the performed and accepted portion of the
Purchase. City may provide written notice of termination for Seller's
default if Seller refuses or fails to comply with this order. If Seller does
not cure such failure within a reasonable time period, or fails to perform
the Purchase within the time specified (or allowed by extension), Seller
will be liable to City for any excess costs incurred by City.
5.TIME EXTENSION. City may extend the time for completion if, in
City's sole determination, Seller was delayed because of causes beyond
Seller's control and without Seller's fault or negligence. In the event
delay was caused by City, Seller's sole remedy is limited to recovering
money actually and necessarily expended by Seller because of the
delay; there is no right to recover anticipated profit.
6.REMEDIES CUMULATIVE. City's rights and remedies under this order
are not exclusive and are in addition to any rights and remedies provided
by law.
7.TITLE. Title to materials and supplies purchased under this order
pass directly from Seller to City upon City's written acceptance following
an actual inspection and Citv's woortunity to reiect.
&PAYMENT. City will pay Seller after receiving acceptable invoices for
materials and supplies delivered and accepted or services rendered and
accepted. City will not pay cartage, shipping, packaging or boxing
expenses unless specified in this order. Drafts will not be honored.
9.INDEMNIFICATION. Seller agrees to indemnify and hold City
harmless from and against any claim, action, damages, costs (including,
without limitation, attorney's fees), injuries, or liability, arising out of the
Purchase or the order, or their performance. Should City be named in
any suit, or should any claim be brought against it by suit or otherwise,
whether the same be groundless or not, arising out of the Purchase or
order, or their performance, Seller will defend City (at City's request and
with counsel satisfactory to City) and indemnify City for any judgment
rendered against it or any sums paid out in settlement or otherwise. For
purposes of this section "City" includes City's officers, elected officials,
and employees. It is expressly understood and agreed that the
foregoing provisions will survive termination of this order. The
requirements as to the types and limits of insurance coverage to be
maintained by Seller, and any approval of such insurance by City, are
not intended to and will not in any manner limit or qualify the liabilities
and obligations otherwise assumed by Seller pursuant to this order,
including, without limitation, to the provisions concerning indemnification.
10.WARRANTY. Seller agrees that the Purchase is covered by the
most favorable commercial warranties the Seller gives to any customer
for the same or substantially similar supplies or services, or such other
more favorable warranties as is specified in this order. Warranties will
be effective notwithstanding any inspection or acceptance of the
Purchase by City.
11.ASSIGNMENT. City may assign this order. Except as to any
payment due under this order, Seller may not assign or subcontract the
order without City's written approval. Should City give consent, it will not
relieve Seller from any obligations under this order and any transferee or
subcontractor will be considered Seller's agent.
12.INSURANCE. Seller must provide the insurance indicated on the
face sheet of this Services Agreement.
13.PERMITS. Seller must procure all necessary permits and licenses,
and abide by all federal, state, and local laws, for performing this order.
14.INDEPENDENT CONTRACTOR. City and Seller agree that Seller
will act as an independent contractor and will have control of all work
and the manner in which is it performed. Seller will be free to contract
for similar service to be performed for other employers while under
contract with City. Seller is not an agent or employee of City and is not
entitled to participate in any pension plan, insurance, bonus or similar
benefits City provides for its employees. Any provision in this order that
may appear to give City the right to direct Seller as to the details of doing
the work or to exercise a measure of control over the work means that
Seller will follow the direction of the City as to end results of the work
only.
15.WAIVER. City's review or acceptance of, or payment for, work
product prepared by Seller under this order will not be construed to
operate as a waiver of any rights City may have under this Agreement or
of any cause of action arising from Seller's performance. A waiver by
City of any breach of any term, covenant, or condition contained in this
order will not be deemed to be a waiver of any subsequent breach of the
same or any other term, covenant, or condition contained in this order,
whether of the same or different character.
%INTERPRETATION. This Agreement was drafted in, and will be
construed in accordance with the laws of the State of California, and
exclusive venue for any action involving this agreement will be in Los
Angeles County.
17.CONSISTENCY. In interpreting this Agreement and resolving any
ambiguities, this Agreement takes precedence of any attached exhibit
with conflicting provisions.
Govinvest Services Agreement - City of El Segundo 3.1.23 Revised 2/8/23
reement No. 66Ub
18. CONSIDERATION. As consideration, CITY agrees to pay
CONTRACTOR for CONTRACTOR's services not to exceed a total of
$33,500 (Thirty -Three Thousand Five Hundred Dollars) for the work.
CITY will pay for work as specified in the attached Exhibit "A," which is
incorporated by reference.
19.EXHIBITS. Exhibit A (Proposal for Financial Forecasting Solutions &
Services
Exhibit B: (SaaS Licensing Agreement — Govinvest)
Govinvest Services Agreement - City of El Segundo 3.1.23 Revised 2/8/23
Agreement PFahffiaN
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Proposal for Financial Forecasting
Solutions &Services
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Customized For: ELSEGUNDO, CA
Prepared By: DAVID BARGADDA
Date: 1/27/2023
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Agreement No. 6605
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OUR MISSION
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The Financial Forecasting Authority
Founded in 2014, Govinvest empowers public sector
agencies to run their own financial forecasting at a
fraction of the cost and time through powerful
software and concierge consulting. We provide
solutions that help over 1,000 agencies nationwide
better analyze and manage their Pension, OPEB and
Labor Costs. Our pioneering technology quickly pays for
itself and provides real-time, visual projections that
allow our clients to simplify communications with
stakeholders and make better informed decisions for
years to come.
WHY WE DO IT
To provide accurate analysis with enhanced
transparency
w To alleviate the enormous task of assessing
Pension, OPEB, Labor costs and building
forecasts
To improve every agency's bottom line
To avoid agency bailouts and reputational risk, the
Government Finance Officers Association (GFOA)
recommends that governments at all levels forecast
major revenues and expenditures. The GFOA
recommends that yourforecast extend several years into
the future. The forecast should be clearly stated, made
available to stakeholders in the budget process,
regularly monitored and periodically updated.
What Our Clients Are Saying
"It was extremely helpful to have access to an actuary as
an additional resource through Govinvest "
• Finance Manager, Lake Arrowhead CSD
"The city's former finance director resigned at
the beginning of budget season; and worse, all the
links were broken in the labor costing excel worksheet
that was used in previous year. Govinvest quickly
onboarded their software, and within a week I was
running the three budgeting scenarios that the city
manager requested."
• Administrative Services Director/Treasurer,
City of Sausalito
"Using Govinvest consultants for policy projects allows
me to spend more time advising Council members on
how to interpret results and less time updating
spreadsheets."
• Finance Director, City of Benicia
"The software is very user friendly, and staff is very
helpful in assisting with questions and helping to better
understand the software data."
• Deputy City Manager, City of Brisbane
"We leverage the labor aspects to increase transparency
and enhance cooperation during negotiations. They find it
easier to work together towards a compromise with
accurate costing data and info -graphics."
• Finance Director, City of Reno
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Agreement No. 6605
Gov'h�.r-'ivest
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Govinvest's financial forecasting solutions are designed specificaIlyfor local and state governments. Our cloud -
based software allows agencies to runt heir own analysis to prepare for ever -changing employee and benefits. The
innovative technology not only saves time and money, but also empowers stakeholders to make better -informed
decisions up to 30 years ahead. With Govinvest, you have the powerto know what happens before it happens.
Gov[ nvestActuaries are ready to prepare
your actuarial valuations, develop ad hoc
Govinvest subscription also includes a popular
summits, technical consultations, ongoing
software updates and product demonstrations.
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Based on our conversations with the City of El Segundo and our understanding of your key needs and objectives, we are proposing the
following Govinvest solutions:
Govinvest Labor Costing Module
• Project workforce costs, analyze bargaining units and measure labor changes
• Cost out salary increases, benefit costs, special pays and demographic analysis on the fly
• Analyze the effects of salary/benefit adjustments for more informed union negotiations and position budgeting
• Create and export custom reports to share your personnel budget internally and externally
Govinvest Compensation Benchmarking Module
• Powerful customized compensation benchmarking tool to assist you in the analysis you need during negotiations, hiring, and other
scenarios
• Utilize powerful, visual technology to analyze comparative compensation data and drive understanding with stakeholders
• Benchmark against relevant agencies with ease and manage all supporting data in one place. Our algorithm creates comparisons
based on job duties, not job titles
Govinvest Support & Development
• Popular monthly educational webinars
• Unlimited training for all users
• Client -driven product enhancements
• Presentation development and support
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Automate your personnel costing process using individual
data for fast, accurate results. Our Labor Costing software
allows you to instantly model new benefits, measure new
hires and vacancies, and easily validate the information for
improved trust and outcomes. Work with seasoned
industry experts to easily track proposed cost changes
versus baseline and accounting detail, such as by
department, funding source or general ledger accounts.
Govinvest has reinvented the way you forecast with an
interactive multi -year, multi -fund Financial Forecasting
module. It includes historical trends, data analytics,
monthly budget versus actual variance analysis, as well as
Al generated projections. Immediately construct long-
range financial projections of revenues and expenditures,
as well as the impact on fund balance and more.
Automate Costing With Real-time Data
✓ Instantaneous proposal modeling
✓ Configure and change costs on the fly
✓ Analyze bargaining groups separately or
together
✓ Increase transparency of results with groups
Expedite Financial Modeling
✓ Communicate complex tables with interactive
visuals
✓ Reduces manual operations
✓ All revenues and expenses
✓ Drill down to individual transactions
✓ Significantly reduce time, headache and human ✓ Interactive budget to actual reporting
error associated with excel-costed proposals
✓ Continuous forecasting
Lightning -Fast Implementation
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As a member of the Compensation Benchmarking Module
Program, you will have the opportunity to provide
feedback on the early versions of this product to assist
Govinvest in developing the best possible product for all
government agencies.
As a first deliverable, Govinvest will provide your agency
with a customized compensation Benchmarking tool to
assist you in the analysis you need during negotiations,
hiring, and other scenarios.
As the product is developed, you will be invited to join
your peers in a quarterly focus group where you can share
ideas about compensation analysis and provide further
feedback to the Govinvest development team.
✓ 3 — 6 months: work with Govinvest to receive a
customized compensation benchmarking tool
✓ 6 — 9 months: receive version 1 of Compensation
Module
✓ 9 —12 months: receive version 2 of
Compensation Module
A Partner for Product Development
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Combining Govinvest's software and our senior public
finance experts, you will have everything you need to
prepare for budget, workforce planning and labor
negotiations at your fingertips. Our client service team
and seasoned consultants focus on supporting agencies in
using our tools to make informed decisions with
confidence, as well as implement and monitor funding
policies.
We also employ industry -leading, certified actuaries who
provide the required Government Accounting Standards
Board (GASB) reporting and present the reports in simple
and intuitive visualizations of the key information. With
Govinvest developing your valuations, you will have
peace -of -mind in knowing that experts with decades of
experience are taking every precaution when creating
your reports.
White Glove Consulting
✓ Customized policy presentations, workforce
analysis, stress testing and more
✓ Presentations to staff and council
✓ Third -party trusted expertise
✓ Annual performance report
✓ Data -driven education
A Partner for Sustainable Policies
Summor y of Resufts
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accounting valuation
✓ GASB 75
✓ Actuarial funding reports
✓ Budget studies
✓ All reports certified by senior actuaries
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0 Assumption Adjustments
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0 Granular Benefit Adjustments
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1 YR option: Annual fees increase by the lesser of the US CPI or 3% each consecutive year
Items
Annual Fees
Labor Costing Module
$15,000
Compensation Benchmarking Module
$16,000
Implementation Fee (one time)
$2,500
Propil eta ry Sc Co nfidenti a I (D 2022 Gov I rivest Ins. 0 vw,w.,v,1,1 ,-1 w",
Agreement No. 6605
The Financial For casting Authority
The Govinvest team works with you to prioritize deadlines and provide periodic updates during the onboarding
process. We review and upload all the information for you. We just ask that you collect or download plan and census
information to help model your plan's information. The presentation of this information is on a user-friendly cloud -
based software.
Govinvest is the pioneer of financial forecasting technology, and your data displayed is the result of years of experience
and client feedback. We are passionate about the work of governments, which drives how we develop our technology.
%01 Point of contact for contracts
and new modules
Q Product Team for data
updates and software
fr enhancements
Prod uct(�Ogov, r:,ext corn
Support Team for
technical support
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TECHNICAL SUPPORT
We will provide Technical Support to you via both telephone and electronic mail on weekdays during the hours of
9:00 a.m. through 5:00 p.m. Pacific Standard Time, with the exclusion of Federal Holidays ("Support Hours").
You may initiate a help desk ticket during Support Hours by calling 310-371-7106 or any time by emailing
We typically respond to all help desk tickets within one (1) business day.
GTiie9:a i & Confide in ti a @ 2022 Govinvest Inc, I vqv,vv,r u�„�+u
Agreemen o 6 tit
5
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SaaS Licensing Agreement
El Segundo, CA
Attention:
Joseph Lillio, Director of Finance
Rebecca Redyk, Human Resources Director
Date: 1/27/2023
Actuarial Services and Technology
JJ
Licensing Agreement
Msights to your fim-6.1 kAwe
Page 1
Agreement No. 6605
S" F S III I",� III "III ..",' ]IV�l,
This Master SaaS Services Agreement ("Agreement between GovInvest, Inc. ("Company"), and the
Customer listed above ("Customer"). This Agreement includes and incorporates each Summary of
Services and Implementation, the attached Terms and Conditions and contains, among other things,
warranty disclaimers, liability limitations and use limitations. There shall be no force or effect to any
different or additional terms of any purchase order, confirmation or similar form, even if signed by the
parties before or after the date hereof.
"IIL,I ➢1ifWS AINA) t 0ND["l II011,0i'
1. SAAS SERVICES AND SUPPORT
1.1 Company shall provide the services identified in the Services section of each Summary of
Services and Implementation (as defined below) attached to this Agreement (the "Services")
1.2 Customer and Company shall mutually agree upon the Services to be performed by Company
under this Agreement in a written summary of services and implementation (each, a "Summary of
Services and Implementation"), in the form attached hereto as Exhibit A. Each Summary of
Services and Implementation shall be attached to this Agreement as a sequentially numbered
exhibit, and shall expressly be deemed incorporated into this Agreement and subject to all the
terms and conditions set forth herein, except as otherwise set forth in the applicable Summary of
Services and Implementation. In the event of any conflict between this Agreement and a Services
and Implementation, such Services and Implementation shall govern.
L3 The initial Summary of Services and Implementation is hereto referred to as Schedule 1.
1.4 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to
provide Customer the Services in accordance with the Service Level Terms attached hereto as
Exhibit B. As part of the registration process, Customer will identify an administrative username
and password for Customer's account. Company reserves the right to refuse registration or cancel
passwords it deems inappropriate.
1.5 Subject to the terms hereof, Company will provide Customer with reasonable technical support
services in accordance with the terms set forth in Exhibit C.
2. RESTRICTIONS AND RESPONSIBILITIES
2.1 Customer will not, directly or indirectly; reverse engineer, decompile, disassemble or otherwise
attempt to discover the source code, object code or underlying structure, ideas, know-how or
algorithms relevant to the Services or any software, documentation or data related to or used to
provide the Services ("Software"); modify, translate, or create derivative works based on the
Services or any Software (except to the extent expressly permitted in writing by Company or
authorized within the Services); use the Services or any Software for timesharing or service
bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or
labels.
2.2 Further, Customer shall not export or re-export, either directly or indirectly, the Software or any
copies thereof in such manner as to violate the export laws and regulations of the United States or
any other applicable jurisdiction in effect from time to time (including, without limitation, when
such export or re-export requires an export license or other governmental approval without first
obtaining such license or approval). Without limiting the foregoing, Customer shall not permit
any third parties to access or use the Services in violation of any United States export embargo,
prohibition, or restriction.
Actuarial Services and Technology ° i _
Licensing Agreement° )
E-ights to your finanr..ial Future
Page 2
Agreement No. 6605
2.3 We utilize Microsoft Power BI to provide you certain aspects of the Services. Customer is
responsible for its compliance with the Microsoft Online Services Terms that apply to the Power
BI product, available at litt s.l"www'.microsoft.con en-GIsilicensirl / )roduct-licensirt rotlucts.
2.4 Customer hereby agrees to indemnify and hold harmless Company against any damages, losses,
liabilities, settlements and expenses (including without limitation costs and attorney's fees) in
connection with any claim or action that arises from Customer's failure to comply with the terms
of this Agreement or otherwise from Customer's use of Services. Although Company has no
obligation to monitor Customer's use of the Services, Company may do so. Company reserves the
right, in its sole discretion, to prohibit or suspend Customer's use of the Services at any time
Company believes such use to be in violation of this Agreement or otherwise harmful to the
Service.
2.5 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services
needed to connect to, access or otherwise use the Services, including, without limitation,
modems, hardware, servers, software, operating systems, networking, web servers and the like
(collectively, "Equipment"). Customer shall also be responsible for maintaining the security of
the Equipment, Customer account, passwords (including but not limited to administrative and
user passwords) and files, and for all uses of Customer account or the Equipment with or without
Customer's knowledge or consent.
3. CONFIDENTIALITY; PROPRIETARY RIGHTS
3.1 One party (the "Receiving Party") understands that the other party (the "Disclosing Party") has
disclosed or may disclose business, technical or financial information relating to the Disclosing
Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party).
Proprietary Information of Company includes non-public information regarding features,
functionality and performance of the Service. Proprietary Information of Customer includes non-
public data ("Customer Data") provided by Customer to Company to enable the provision of the
Services. The Receiving Party agrees: (i) to take reasonable precautions to protect such
Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise
permitted herein) or divulge to any third party any such Proprietary Information. The Disclosing
Party agrees that the foregoing shall not apply with respect to any information after five (5) years
following the disclosure thereof or any information that the Receiving Party can document (a) is
or becomes generally available to the public, without any action by, or involvement of, the
Receiving Party or (b) was in its possession or known by it prior to receipt from the Disclosing
Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was
independently developed without use of any Proprietary Information of the Disclosing Party or
(e) is required to be disclosed by law. The Receiving Party acknowledges that in the event of a
breach of Section 3.1 by the Receiving Party, substantial injury could result to the Disclosing
Party and money damages will not be a sufficient remedy for such breach. Therefore, in the event
that the Receiving Party engages in, or threatens to engage in, any act which violates Section 3.1,
the Disclosing Party will be entitled, in addition to all other remedies which may be available to it
under law, to seek injunctive relief (including, without limitation, temporary restraining orders, or
preliminary or permanent injunctions) and specific enforcement of the terms of Section 3.1. The
Disclosing Party will not be required to post a bond or other security in connection with the
granting of any such relief.
3.2 Company shall own and retain all rights, title and interest in and to: (i) the Services and Software,
together with all improvements, enhancements, modifications, changes, translations, compilation,
and derivative works thereto, (ii) any software, applications, inventions or other technology
developed in connection with Implementation Services or support, (iii) any analytics generated
through Customer's use of the Services, including but not limited to, any data, materials,
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information, and reports ("Analytics") and (iv) all intellectual property rights related to any of the
foregoing. Company hereby grants Customer a non-exclusive, non -transferable and non-
sublicensable license to access and use the Analytics.
3.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze
data and other information relating to the provision, use and performance of various aspects of the
Services and related systems and technologies (including, without limitation, information
concerning Customer Data and data derived therefrom), and Company will be free (during and
after the term hereof) to: (i) use such information and data to improve and enhance the Services
and for other development, diagnostic and corrective purposes in connection with the Services
and other Company offerings, (ii) disclose such data solely in aggregate or other de -identified
form in connection with its business, and (iii) disclose, share, license, or resell Analytics to third
parties for consideration. No rights or licenses are granted except as expressly set forth herein.
4. PAYMENT OF FEES
4.1 Customer will pay Company the then applicable fees described in the applicable Summary of
Services and Implementation in accordance with the terms therein (the "Fees"). If Customer's use
of the Services exceeds the Service Capacity set forth in the applicable Summary of Services and
Implementation or otherwise requires the payment of additional fees (per the terms of this
Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional
fees in the manner provided herein. Company reserves the right to change the Fees or applicable
charges and to institute new charges and Fees at the end of the Initial Term or then current
Renewal Term, upon thirty (30) days prior notice to Customer (which may be sent by email). If
Customer believes that Company has billed Customer incorrectly, Customer must contact
Company no later than 60 days after the closing date on the first billing statement in which the
error or problem appeared, in order to receive an adjustment or credit. Inquiries should be
directed to Company's customer support department.
4.2 Company may choose to bill through an invoice, in which case, full payment for invoices issued
in any given month must be received by Company thirty (30) days after the mailing date of the
invoice unless otherwise specified in the terms. Unpaid amounts are subject to a finance charge of
5% per month on any outstanding balance, or the maximum permitted by law, whichever is
lower, plus all expenses of collection and may result in immediate termination of Service.
Customer shall be responsible for all taxes associated with Services other than U.S. taxes based
on Company's net income.
4.3 Services may be provided outside the scope encompassed within the applicable "Summary of
Services and Implementation". Said services may be subject to additional fees, which are set at
$600/hour for executive -level work, $425/hour for FSA-level work, $300/hour for ASA-level
work, $200/hour for analyst work, and reasonable travel expenses. Said services that are subject to
additional fees will not be performed without explicit advance consent from Customer. Explicit
written consent must and agreed upon for additional fees
4.4 Company will charge additional fees, which are set at $250/hour, if, after the Effective Date,
Customer: (i) changes its actuarial assumptions provided to Company, (ii) changes actuaries, (iii)
provides Company with data that differs from the initial data provided by Customer to the
Company, (iv) changes benefit structures, (v) adds additional tiers to its benefits plan, or (vi)
merges with another plan. Explicit written consent must and agreed upon for additional fees
4.5 Company may incur business license fees that are mandated by Customer. Customer agrees to
reimburse Company for said fees.
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4.6 Company may incur costs for adding Customer as additional insured to Company's existing
insurance policies in order to comply with Customer's insurance requirements. Customer agrees to
reimburse Company for said costs.
4.7 Company may incur costs for providing a waiver of subrogation in relation to Company's existing
insurance policies in order to comply with Customer's insurance requirements. Customer agrees to
reimburse Company for said costs.
5. TERM AND TERMINATION
5.1 Subject to Section 5.3, this Agreement shall commence on the Effective Date and continue for one
(1) year ("Initial Term"), and thereafter shall renew for successive additional one (1) year renewal
terms (each a "Renewal Term"), unless either party to this Agreement notifies the other in writing
at least thirty (30) days prior to the end of the then -current Term that it does not wish to so renew.
The Initial Term and any Renewal Terms are collectively referred to herein as the "Term."
5.2 Each Summary of Services and Implementation shall be effective upon the date set forth in such
Summary of Services and Implementation and continue the end of the then current Term, and
thereafter shall renew for successive additional one (1) year renewal terms, unless either party to
this Agreement notifies the other in writing at least thirty (30) days prior to the end of the then -
current Term that it does not wish to so renew.
5.3 In addition to any other remedies it may have, either party may terminate this Agreement and/or
any Summary of Services and Implementation upon thirty (30) days written notice (or without
notice in the case of nonpayment), if the other party materially breaches any of the terms or
conditions of this Agreement or such Summary of Services and Implementation. Customer will
pay in full for the Services up to and including the last day on which the Services are provided.
All sections of this Agreement and the Summary of Services and Implementation which by their
nature should survive termination will survive termination, including, without limitation, accrued
rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
WARRANTY AND DISCLAIMER
Company shall use reasonable efforts consistent with prevailing industry standards to maintain
the Services in a manner which minimizes errors and interruptions in the Services and shall
perform the Implementation Services in a professional and workmanlike manner as expressed in
Exhibit D. Services may be temporarily unavailable for scheduled maintenance or for
unscheduled emergency maintenance, either by Company or by third -party providers, or because
of other causes beyond Company's reasonable control, but Company shall use reasonable efforts
to provide advance notice in writing or by e-mail of any scheduled service disruption. However,
Company does not warrant that the 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 Services. EXCEPT AS
EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES, THE ANALYTICS, AND
IMPLEMENTATION SERVICES ARE PROVIDED "AS IS" AND COMPANY DISCLAIMS
ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE AND NON -INFRINGEMENT.
7. INDEMNITY
Company shall hold Customer harmless from liability to third parties resulting from infringement
by the Service of any United States patent or any copyright or misappropriation of any trade
secret, provided Company is promptly notified of any and all threats, claims and proceedings
related thereto and given reasonable assistance and the opportunity to assume sole control over
defense and settlement; Company will not be responsible for any settlement it does not approve in
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writing. The foregoing obligations do not apply with respect to portions or components of the
Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer
specifications, (iii) that are modified after delivery by Company, (iv) combined with other
products, processes or materials where the alleged infringement relates to such combination, (v)
where Customer continues allegedly infringing activity after being notified thereof or after being
informed of modifications that would have avoided the alleged infringement, or (vi) where
Customer's use of the Service is not strictly in accordance with this Agreement. If, due to a claim
of infringement, the Services are held by a court of competent jurisdiction to be or are believed by
Company to be infringing, Company may, at its option and expense (a) replace or modify the
Service to be non -infringing provided that such modification or replacement contains
substantially similar features and functionality, (b) obtain for Customer a license to continue
using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this
Agreement and Customer's rights hereunder and provide Customer a refund of any prepaid,
unused fees for the Service.
8. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY
OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO
ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES,
REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE
RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS
AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY
CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR
OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF
DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR
TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER
BEYOND COMPANY'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT,
TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE
FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS
AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE
LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
9. MISCELLANEOUS
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. This Agreement is not assignable, transferable or
sublicensable by Customer except with Company's prior written consent. Company may not
transfer or assign any of its rights and obligations under this Agreement without Customer's prior
written consent. This Agreement is the complete and exclusive statement of the mutual
understanding of the parties and supersedes and cancels all previous written and oral agreements,
communications and other understandings relating to the subject matter of this Agreement, and all
waivers and modifications in this Agreement must be in a writing signed by both parties, except
as otherwise provided herein. No agency, partnership, joint venture, or employment is created as
a result of this Agreement and Customer does not have any authority of any kind to bind
Company in any respect whatsoever. In any action or proceeding to enforce rights under this
Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices
under this Agreement will be in writing and will be deemed to have been duly given when
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received, if personally delivered; when receipt is electronically confirmed, if transmitted by
facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight
delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
This Agreement shall be governed by the laws of the State of California without regard to its
conflict of laws provisions. The parties shall work together in good faith to issue at least one
mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise
agrees to reasonably cooperate with Company to serve as a reference account upon request.
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This Summary of Services and Implementation (this "SSI") is entered into on the 15 day of March,
2023, between GovInvest, Inc. ("Company"), and the Customer listed below, pursuant to the terms of that
certain Master Services Agreement (the "Agreement"), by and between Company and Customer.
v`1100i1a1n; -
Joseph Lillio, Director of Finance
350 Main Street El Segundo El Segundo, CA 90245
jlillio@elsegundo.org
Services.
1 YR option: Annual fees increase by the lesser of the US CPI or 3% each consecutive year, and payable in
advance subject to the terms of Section 4 herein.
Option: $31,000 Annual Fee (3-YR Contract) with one time implementation fee
Software
Compensation Module
1
$16,000.00
Labor Costing Module
1
$15,000.00
Implementation (One -Time Fee)
Costing Implementation
1
$2,500.00
Company will use commercially reasonable efforts to provide Customer the services described in
accordance with the terns herein, and Customer shall pay Company the Implementation Fee in
accordance with the terms herein.
General:
The terms and conditions of this SSI are hereby incorporated into and made a part of the Agreement. All
waivers and modifications in this SSI must be in a writing signed by both parties, except as otherwise
provided in the Agreement.
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IN WITNESS WHEREOF, this Summary if Services and Implementation has been executed and
delivered by the parties hereto by their duly authorized officers as of the date first set forth above.
GOVINVEST INC.: El Segundo, CA:
Name:
Title:
Date:
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Service Level 1.7eirins
The Services shall be available 99% of the time, measured monthly, excluding holidays and weekends
and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or
downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting
from outages of third -party connections or utilities or other reasons beyond Company's control will also
be excluded from any such calculation. Customer's sole and exclusive remedy, and Company's entire
liability, in connection with Service availability shall be that for each period of downtime lasting longer
than 12 hours, Company will credit Customer 1% of Service Fees for each period of 30 or more
consecutive minutes of downtime; provided that no more than one such credit will accrue per day.
Downtime shall begin to accrue as soon as Customer (with notice to Company) recognizes that downtime
is taking place, and continues until the availability of the Services is restored. In order to receive
downtime credit, Customer must notify Company in writing within 12 hours from the time of downtime,
and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not
be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service
Fees in any one (1) calendar month in any event. Company will only apply a credit to the month in which
the incident occurred. Company's blocking of data communications or other Service in accordance with
its policies shall not be deemed to be a failure of Company to provide adequate service levels under this
Agreement.
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Company will provide Technical Support to Customer via both telephone and electronic mail on
weekdays during the hours of 9:00 a.m. through 5:00 p.m. Pacific Standard Time, with the exclusion of
Federal Holidays ("Support Hours").
Customer may initiate a help desk ticket during Support Hours by calling 310-371-7106 or any time by
emailing support@govinvest.com.
Company will use commercially reasonable efforts to respond to all help desk tickets within one (1)
business day.
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Company will use census data, plan provisions, and actuarial assumptions provided by Customer and/or
Customer's actuary to develop the software for Customer. Company will rely on this information without
audit. Company does not set actuarial assumptions.
Company will provide software with financially sound projections and analysis, but does not guarantee
compliance with actuarial standards for funding and accounting purposes under Government Accounting
Standards Board or Generally Accepted Accounting Principles.
The software will not be prepared in accordance with the actuarial standards of practice or actuarial
compliance guidelines as promulgated by the American Academy of Actuaries nor will outputs constitute
a Statement of Actuarial Opinion. Software results are not suitable for financial reporting purposes.
While the software is tested against actuarial valuation results, the software results will not match, nor are
intended to match actuarial valuation results.
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