CONTRACT 5372 One Page Service Agreement Agreement No. 5372
Services Agreement
A
CONTRACTOR: .... Agreement No.:
Below you will find a checklist relating to Insurance and other requirements that are required for doing business with the City of EI
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 00 01 1185 or 88.
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
insureds" 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 beqin work.
® Comorehensive General Liabilil , 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 Liabilitv, including owned, non-owned and hired vehicles with at least:
❑ $1,000,000 per occurrence.
❑ $1001„000. 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' Compensation Insurance: as required by State Statutes. (Not needed if Self-employed with no employees and
CONTRACTOR signs statement to this effect.)
❑ Business License: The CONTRACTOR shall agree to have a current City of EI 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.
❑ Coov of valid iDicture I,D, (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 RISK MANAGER/PURCHASING AGENT, THUS AUTHORIZING
COMMENCEMENT OF WORK FOR THE CITY.
Vender to comglete all blank fields below,highlighted in ellow:
Company Name(print): By(print name&title):
Govinvest Inc Ted N Price III
Company Street Address: Vendor's Authorized Signature required:
3625 Del Amo Blvd. Ste 110
City,State,Zip: Date signed:
Torrance,CA 90503 6-14-17
Phone: FAX:
310-371-7106
Vendor's Email address: Vendor's Web site:
info@govinvest.com www.govinvest.com
Email or Mail agreement,scope of work and insurance to City of EI Sequndo Requesting Department Originator
Requesting Department Finance
Originator/Department,,. factp � ).. : � es i
io
Date Initiated:
te
Department Head AppyDate Approved
ed
Finance Approval: Date Approved,
(Over$2500,00)City yanag Approv
Date Approved;
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Approved as to Form, Cittt o.r.ne
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Attest, City Clerk: �
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Services Agreement 6/13/17
Agreement No. 5372
1.GENERALLY. The materials, supplies, or services (collectively, B.PAYMENT. City will pay Seller after receiving acceptable invoices for
"Purchase")covered by this Services Agreement("Agreement")must be materials and supplies delivered and accepted or services rendered and
furnished by Seller subject to all the terms and conditions contained in accepted, City will not pay cartage, shipping, packaging or boxing
this Agreement which Seller, in accepting this Agreement, agrees to be expenses unless specified in this Agreement.Drafts will not be honored.
bound by and comply with in all particulars. No other terms or conditions 9.INDEMNIFICATION. Seller agrees to indemnify and hold City
are binding upon the parties unless subsequently agreed to in writing. harmless from and against any claim,action,damages,costs(including,
Written acceptance or shipment of all or any portion of the Purchase without limitation, attorney's fees), injuries, or liability, arising out of the
covered by this Agreement constitutes unqualified acceptance of all Purchase or the Agreement,or their performance.Should City be named
terms and conditions in this Agreement. The terms of any proposal in any suit,or should any claim be brought against it by suit or otherwise,
referred to in this Agreement are included and made a part of the whether the same be groundless or not, arising out of the Purchase or
Agreement only to the extent it specified the Purchase ordered, the Agreement, or their performance, Seller will defend City (at City's
price, and the delivery, and then only to the extent that such terms are request and with counsel satisfactory to City)and indemnify City for any
consistent with the terms and conditions of this Agreement. judgment rendered against it or any sums paid out in settlement or
2.INSPECTION.The Purchase furnished must be exactly as specified in otherwise. For,purposes of this section "City" includes City's officers,
this Agreement, free from all defects in Seller's performance, design, elected officials, and employees. It is expressly understood and agreed
workmanship, and materials, and, except as otherwise provided, is that the foregoing provisions will survive termination of this Agreement.
subject to inspection and test by City at all times and places. If, before The requirements as to the types and limits of insurance coverage to be
final acceptance, any Purchase is found to be incomplete, or not as maintained by Seller, and any approval of such insurance by City, are
specified, City may reject it, require Seller to correct it without charge,or not intended to and will not in any manner limit or qualify the liabilities
require delivery of such Purchase at a reduction in price that is equitable and obligations otherwise assumed by Seller pursuant to this
under the circumstances. If seller is unable or refuses to correct such Agreement, including, without limitation, to the provisions concerning
items within a time deemed reasonable by City, City may terminate the indemnification.
Agreement in whole or in part. Seller bears all risks as to rejected 10.WARRANTY. Seller agrees that the Purchase is covered by the most
Purchases and, in addition to any costs for which Seller may become favorable commercial warranties the Seller gives to any customer for the
liable to City under other provisions of this Agreement, must reimburse same or substantially similar supplies or services, or such other more
City for all transportation costs,other related costs incurred,or payments favorable warranties as is specified in this Agreement.Warranties will be
to Seller in accordance with the terms of this Agreement for unaccepted effective notwithstanding any inspection or acceptance of the Purchase
Purchases. Notwithstanding City's acceptance of any Purchase, Seller is by City,
liable for latent defects, fraud, or such gross mistakes as constitute 11.ASSIGNMENT. City may assign this Agreement. Except as to any
fraud. payment due under this Agreement, Seller may not assign or
3.CHANGES. City may make changes within the general scope of this subcontract the Agreement without City's written approval. Should City
Agreement in drawings and specifications for specially manufactured give consent, it will not relieve Seller from any obligations under this
supplies, place of delivery, method of shipment or packing of the order Agreement and any transferee or subcontractor will be considered
by giving notice to Seller and subsequently confirming such changes in Seller's agent.
writing. If such changes affect the cost of or the time required for 12.INSURANCE.Seller must provide the insurance indicated on the face
performance of this Agreement, an equitable adjustment in the price or sheet of this Services Agreement.
delivery or both must be made. No change by Seller is allowed without 13.PERMITS. Seller must procure all necessary permits and licenses,
City's written approval.Any claim by Seller for an adjustment under this and abide by all federal, state, and local laws, for performing this
section must be made in writing within thirty (30)days from the date of Agreement.
receipt by Seller of notification of such change unless City waives this 14.INDEPENDENT CONTRACTOR. City and Seller agree that Seller
condition in writing. Nothing in this section excuses Seller from will act as an independent contractor and will have control of all work
proceeding with performance of the Agreement as changed. and the manner in which is it performed.Seller will be free to contract for
4.TERMINATION.City may terminate this Agreement at any time,either similar service to be performed for other employers while under contract
verbally or in writing, with or without cause. Should termination occur, with City.Seller is not an agent or employee of City and is not entitled to
City will pay Seller as full performance until such termination the unit or participate in any pension plan, insurance,bonus or similar benefits City
pro rata order price for the performed and accepted portion of the provides for its employees. Any provision in this Agreement that may
Purchase. City may provide written notice of termination for Seller's appear to give City the right to direct Seller as to the details of doing the
default if Seller refuses or fails to comply with this Agreement. If Seller work or to exercise a measure of control over the work means that Seller
does not cure such failure within a reasonable time period, or fails to will follow the direction of the City as to end results of the work only.
perform the Purchase within the time specified(or allowed by extension), 15.WAIVER. City's review or acceptance of, or payment for, work
Seller will be liable to City for any excess costs incurred by City. product prepared by Seller under this Agreement will not be construed to
5.TIME EXTENSION.City may extend the time for completion if,in City's operate as a waiver of any rights City may have under this Agreement or
sole determination, Seller was delayed because of causes beyond of any cause of action arising from Seller's performance. A waiver by
Seller's control and without Seller's fault or negligence. In the event City of any breach of any term, covenant, or condition contained in this
delay was caused by City, Seller's sole remedy is limited to recovering Agreement will not be deemed to be a waiver of any subsequent breach
money actually and necessarily expended by Seller because of the of the same or any other term, covenant, or condition contained in this
delay;there is no right to recover anticipated profit, Agreement,whether of the same or different character.
6.REMEDIES CUMULATIVE. City's rights and remedies under this 16.INTERPRETATION. This Agreement was drafted in, and will be
Agreement are not exclusive and are in addition to any rights and construed in accordance with the laws of the State of California, and
remedies provided by law. exclusive venue for any action involving this agreement will be in Los
7.TITLE.Title to materials and supplies purchased under this Agreement Angeles County,
pass directly from Seller to City upon City's written acceptance following Vendor's Exhibit A is attached and incorporated herein by this
an actual inspection and City's opportunity to reject. reference.
Services Agreement 6/13/17
Agreement No. 5372
City of El Segundo
SaaS .Licensing Agreement
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Attention: City of El Segundo
Prepared by: Courtney Mehlman
May 31, 2017
Actuarial Services and Technology
Licensing Agreement 'u ^ Govl t,
Insights to your financial future
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Agreement No. 5372
City of El Segundo
Summary of Services and Implementation
Customer:
Joseph Lillio,Finance Director
350 Main Street
El Segundo, CA 90245
(310)524-2315
Services:
Service Capacity: Use of the Standard Pension Module of the Total Liability Calculator(the
"Service(s)").
Service Fees: $6,800 per year if licensing agreement is signed by June 30,2017, increasing by the greater
of the US CPI or 3%each consecutive year,and payable in advance subject to the terms of Section 4
herein.
Initial Term: One year from the Effective Date.
Implementation entation a ices:
Company will use commercially reasonable efforts to provide Customer the services described in
accordance with the terms herein, and Customer shall pay Company the Implementation Fee in
accordance with the terms herein.
Pension Implementation Fee(One-Time): $3,000,
SERVICEAGI�EEMENT
This SaaS Services Agreement("Agreement") is entered into on this day of ,2017 (the
"Effective Date")between GovInvest, Inc. ("Company"), and the Customer listed above("Customer").
This Agreement includes and incorporates the above Summary of Services and Implementation,as well
as 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.
GovInvest Inco City of El Segundo
By: By: .
Name: Name;
Title: Title:
Date: Date:
Actuarial Services and Technology
Licensing Agreement GoVkII") s .
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Agreement No. 5372
City of El Segundo
TERMS AND CONDITIONS
I. SAAS SERVICES AND SUPPORT
IJ I. 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 A.As part of the registration process,Customer will identify an administrative user name
and password for Customer's account. Company reserves the right to refuse registration or cancel
passwords it deems inappropriate.
1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support
services in accordance with the terms set forth in Exhibit B.
2. RESTRICTIONS AND RESPONSIBli.,I"I'IES
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.
2.3 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.
2.4 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; PRO13RIETARY RlGJIITS
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-
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City of El Segundo
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,
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. PAY MENT 01" FEES
4.1 Customer will pay Company the then applicable fees described in the 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 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.
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Agreement No. 5372
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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. Unpaid amounts are subject to a finance charge of 1.5%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.
5, TERM AND TERMIINATIION
5.1 Subject to earlier termination as provided below,the Initial Term of this Agreement shall be for a
period specified in the Summary of Services and Implementation(the"Initial Term"). Upon the
expiration of the Initial Term,this agreement shall automatically renew for additional periods of
the same duration as the Initial Term (each a"Renewal Term"). The Initial Term and the Renewal
Term are collectively referred to herein as the"Term."
5.2 In addition to any other remedies it may have, either party may terminate this Agreement 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. 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 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.
6.,. 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 C. 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
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
Actuarial Services and Technology ,uuuiIIIIV'w "
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Agreement No. 5372
City of El Segundo
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
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.
Actuarial Services and Technology
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Agreement No. 5372
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EXHIBIT
Service Level Terms
The Services shall be available 99.9%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 I%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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EXHIBIT
Support Terms
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 213-534-6898 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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EXHIBITC
Disclaimer of Analysis
Company will provide software with financially sound projections and analysis,but does not yet
guarantee compliance with actuarial standards for funding and accounting purposes including GASB 68
and GASB 27.
Actuarial Services and Technology
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