Agenda packet — Compton City Council, November 7, 2023 (part 3 of 3)

STATEMENT OF THE ISSUE
The County will be improving the roadway pavement of the following segments as described below, one of which is jurisdictionally shared between the City and the County.

Segment Scope of Work Length
(miles)
Jurisdiction
Shared
E 139 th St – from ~150 feet
West of Stanford Ave to
McKinley Ave
Road Reconstruction, C
ross Gutter Repair,
PCC/ADA Improvements

0.12 City and County
Stanford Ave – from E 139 th
St to ~ 90 feet South of E
139th St
Road Reconstruction,
Cross Gutter Repair,
PCC/ADA Improvements
.012 City
The City is required to pay its sum of costs of the actual quantities of construction contract items utilized within the City’s jurisdiction. The City’s share of costs also includes, Twenty Percent (20%) of that for Preliminary Engineering cost, Ten Percent (10%) of that for Construction Administration cost, and Four and a Half Percent (4.5%) of the combined costs of Preliminary Engineering and Construction Administration towards the contract.

The costs are itemized as follows:

Cost Description Amount
Construction $260,690.00
Preliminary Engineering $ 79,600.00
Construction Administration $ 39,800.00
Contract City Liability Trust Fund $ 17,910.00
Total: $398,000.00
The final accounting of the actual total cost of the project will be allocated between the City and County, based on the location of the improvements and/or work done. Therefore, the cost of all work or improvements (including all engineering, administration, and all other costs incidental to Project work) located within City limits will be the responsibility of the City.

Staff is requesting a 10% Contingency Fee ($39,800.00) to cover any unforeseen costs, which aren’t included in the County’s current estimate of the City’s share of the Project.

Staff Report – Resolution Authorizing County of
Los Angeles Agreement (Pavement Improvements)
November 7, 2023

Page 3 ends

FISCAL IMPACT
Funds in the amount of Four Hundred Thirty-Seven Thousand Eight Hundred Dollars ($437,800.00) are available in the Department’s 2023-2024 Fiscal Year budget in Account No. 1528-710-000-4269.

ALTERNATIVE
Staff does not recommend any alternatives.

RECOMMENDATION
Staff recommends that Council adopt the attached Resolution, which authorizes the City Manager to enter into an agreement with and establish a purchase order to the County of Los Angeles for Roadway Pavement Improvements within the City of Compton and/or jurisdictionally shared segments between the County of Los Angeles and the City of Compton in the amount of Four Hundred Thirty-Seven Thousand Eight Hundred Dollars ($437,800.00).

JOHN D. STRICKLAND, JR.,

DIRECTOR OF PUBLIC WORKS
APPROVED FOR FORWARDING:

JEROME GROOMES

CITY MANAGER
RESOLUTION NO. ____________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON

AUTHORIZING THE CITY MANAGER TO ENTER INTO AN

AGREEMENT WITH AND ESTABLISH A PURCHASE ORDER TO THE

COUNTY OF LOS ANGELES FOR ROADWAY PAVEMENT

IMPROVEMENTS IN THE AMOUNT OF FOUR HUNDRED THIRTY-
SEVEN THOUSAND EIGHT HUNDRED DOLLARS ($437,800.00)
WHEREAS, adoption of this resolution will authorize the City Manager to enter into an agreement with and establish a purchase order to the County of Los Angeles for Roadway Pavement Improvements within the City of Compton and/or jurisdictionally shared segments between the County of Los Angeles and the City of Compton; and WHEREAS, the County of Los Angeles (County) will be initiating the Rosewood- 139th Street, Et. Al. Phase II (Project) whose primary objective is to improve pavement on 4.15 miles of residential roads; and
WHEREAS, the proposed work includes: pavement resurfacing, roadway reconstruction, parkway improvements (trees, driveway aprons, sidewalk repairs), curb ramp upgrades, and cross-gutters repair and reconstruction; and WHEREAS, the Project will improve quality of life for residents and lessen wear and tear on vehicles it will also help to preserve natural resources by using recycled and in-place materials, resulting in cost savings and reduction in greenhouse gas energy, and landfill deposition; and
WHEREAS, the cost of the Project is currently estimated to be Twelve Million Nine Hundred Ten Thousand Dollars ($12,910,000.00), with the City’s share estimated to be Three Hundred Ninety-Eight Thousand Dollars ($398,000.00), and the County’s share estimated to be Twelve Million Five Hundred Twelve Thousand Dollars ($12,512,000.00); and
WHEREAS, the cost of the Project includes the costs of Preliminary Engineering, Cost of Construction Contract, and the Costs of Construction Administration; and
WHEREAS, the County will be performing or causing to be performed Preliminary Engineering, Solicitation of Construction Bids and Award of the Construction Contract, and Contract Administration for the Project, and the City is only required to pay its share for work that is performed within City limits or jurisdictionally shared segments between the City and the County; and
WHEREAS, the County will be improving the roadway pavement of the following segments as described below, one of which is jurisdictionally shared between the City and the County:

Segment Scope of Work Length
(miles)
Jurisdiction
Shared
E 139 th St – from ~150 feet
West of Stanford Ave to
McKinley Ave
Road Reconstruction, C
ross Gutter Repair,
PCC/ADA Improvements

0.12 City and County
Stanford Ave – from E 139 th
St to ~ 90 feet South of E
139th St
Road Reconstruction,
Cross Gutter Repair,
PCC/ADA Improvements
.012 City
WHEREAS, the City is required to pay its sum of costs of the actual quantities of construction contract items utilized within the City’s jurisdiction, as well as Twenty Percent (20%) of that for Preliminary Engineering cost, Ten Percent (10%) of that for Construction Administration cost, and Four and a Half Percent (4.5%) of the combined RESOLUTION NO._______________
PAGE 2
2 costs of Preliminary Engineering and Construction Administration towards the contract; and
WHEREAS, the final accounting of the actual total cost of the project will be allocated between the City and County, based on the location of the improvements and/or work done, therefore, the cost of all work or improvements (including all engineering, administration, and all other costs incidental to Project work) located within City limits will be the responsibility of the City; and WHEREAS, staff is requesting a 10% Contingency Fee ($39,800.00) to cover any unforeseen costs, which aren’t included in the County’s current estimate of the City’s share of the Project; and
WHEREAS, funds in the amount of Four Hundred Thirty-Seven Thousand Eight Hundred Dollars are available in the Department’s 2023-2024 Fiscal Year budget in Account No. 1528-710-000-4269.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF COMPTON DOES HEREBY RESOLVE AS FOLLOWS:

Section 1.That the City Manager, upon the advice and approval of the City Attorney, is hereby authorized to enter into an agreement with the County of Los Angeles for Roadway Pavement Improvements.

Section 2.That funds in the amount of Four Hundred Thirty-Seven Thousand Eight Hundred Dollars ($437,800.00) be allocated for this expenditure in Account No. 1528-710-000-4269.

Section 3.That a purchase order in the amount of Three Hundred Ninety- Eight Thousand Dollars ($398,000.00) be issued to the County of Los Angeles for the Project from Account No. 1528-710-000-4269.

Section 4.That a purchase order for the project contingency amount of Thirty- Nine Thousand Eight Hundred Dollars ($39,800.00) is hereby authorized, for any unforeseen costs from Account No. 1528-710-000-4269.

Section 5. That a copy of this Resolution shall be filed in the offices of the City Manager, City Controller, City Clerk, City Attorney, and Public Works Engineering Department.

Section 6. That the Mayor shall sign and the City Clerk shall attest to the adoption of this Resolution.

ADOPTED this _______ day of _____________, 2023.
_______________________________

MAYOR OF THE CITY OF COMPTON
ATTEST:
___________________________________

CITY CLERK OF THE CITY OF COMPTON
RESOLUTION NO._______________
PAGE 3
3 STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss

CITY OF COMPTON )
I, Vernell McDaniel, City Clerk of the City of Compton, hereby certify that the foregoing Resolution was adopted by the City Council, signed by the Mayor and attested by the City Clerk at a regular meeting thereof held this ______ day of ________________, 2023.

That said Resolution was adopted by the following vote, to wit:

AYES: COUNCIL MEMBERS –
NOES: COUNCIL MEMBERS –
ABSTAIN: COUNCIL MEMBERS –
ABSENT: COUNCIL MEMBERS –
___________________________________

CITY CLERK OF THE CITY OF COMPTON

Page 1 of 11 ends

AGREEMENT
THIS AGREEMENT, made and entered into by and between the CITY OF COMPTON, a municipal corporation in the County of Los Angeles (hereinafter referred to as CITY), and the COUNTY OF LOS ANGELES, a political subdivision of the State of California (hereinafter referred to as COUNTY):

WITNESSETH
WHEREAS, CITY and COUNTY propose to improve the roadway pavement of the following segments as described below, one of which is jurisdictionally shared between CITY and COUNTY:

WHEREAS, the proposed roadway improvements are jurisdictionally shared between CITY and COUNTY; and
WHEREAS, CITY and COUNTY propose to reconstruct 0.12 miles of roadway segments which are jurisdictionally shared as described below; and Segment Scope of Work Length
(miles)
Jurisdiction
Shared
E 139th St – from ~150
feet west of Stanford
Ave to McKinley Ave
Stanford Ave – from E
139th St to ~90 feet
south of E 139th St
Road Reconstruction, Cross
Gutter repair, PCC/ADA
improvements
Road Reconstruction, Cross
Gutter repair, PCC/ADA
improvements

0.12 0.02
CITY and
COUNTY
CITY
WHEREAS the proposed work will consist of pavement reconstruction as described above, sidewalk repairs and reconstruction, cross gutter repair, and construction or modification of curb ramps at various locations; and
WHEREAS, the aforementioned work, which is included in a COUNTY-administered project named Rosewood – 139th Street, Et. Al. Phase II (hereinafter referred to as PROJECT); and
WHEREAS, PROJECT is within the geographical boundaries of CITY and COUNTY; and
WHEREAS, PROJECT is of general interest to CITY and COUNTY; and WHEREAS, COUNTY is willing to perform or cause to be performed the PRELIMINARY ENGINEERING, solicitation of construction bids and award of construction contract, and CONTRACT ADMINISTRATION for the PROJECT; and

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WHEREAS, the COST OF PROJECT includes the costs of PRELIMINARY ENGINEERING, COST OF CONSTRUCTION CONTRACT, and costs of CONSTRUCTION ADMINISTRATION as more fully set forth herein; and WHEREAS, the COST OF PROJECT is currently estimated to be Twelve Million Nine Hundred Ten Thousand and 00/100 ($12,910,000.00) with CITY'S share estimated to be Three Hundred Ninety Eight Thousand and 00/100 Dollars ($398,000), and COUNTY'S share estimated to be Twelve Million Five Hundred Twelve Thousand and 00/100 Dollars ($12,512,000.00); and
WHEREAS, CITY’S share is the sum of the costs of actual quantities of construction contract items utilized within CITY jurisdiction plus twenty (20) percent of that for PRELIMINARY ENGINEEERING cost, ten (10) percent of that for CONSTRUCTION ADMINISTRATION cost, and four and half (4.5) percent of the combined costs of PRELIMINARY ENGINEERING and CONSTRUCTION ADMINISTRATION towards contract city liability trust fund altogether for a total of Three Hundred Ninety Eight Thousand and 00/100 Dollars ($398,000); and
WHEREAS, CITY, and COUNTY are willing to finance their respective shares of the COST OF PROJECT within their JURISDICTIONS; and
NOW, THEREFORE, in consideration of the mutual benefits to be derived by CITY and COUNTY and of the promises herein contained, it is hereby agreed as follows:
(1) DEFINITIONS:
a. JURISDICTION as referred to in this AGREEMENT shall be defined as the segment areas within the geographical boundary of the CITY and the unincorporated COUNTY areas identified in the Recitals of this AGREEMENT.
b. PRELIMINARY ENGINEERING as referred to in this AGREEMENT shall consist of environmental findings and approvals/permits; design survey; soils report; traffic index and geotechnical investigation; preparation of plans, specifications, and cost estimates; right-of-way engineering and certification; utility engineering; and all other necessary work prior to advertising of the PROJECT for construction bids.
c. COST OF PRELIMINARY ENGINEERING as referred to in this AGREEMENT shall consist of all costs incurred in connection with completion of Preliminary Engineering including, without limitation, the costs of environmental documentation; design survey, soils report, traffic index, and geometric investigation; preparation of plans, specifications, and cost estimates; right-of-way certification; utility engineering; and all other necessary work prior to advertising of PROJECT for construction bids and shall include any and all currently effective percentages added to total

Page 3 of 11 ends

salaries, wages, and equipment costs to cover overhead, administration, and depreciation in connection with any and all of the aforementioned items. d. COST OF CONSTRUCTION CONTRACT as referred to in this AGREEMENT shall consist of the total of all payments to the construction contractor(s) for the PROJECT and the total of all payments to utility companies or contractor(s) for the relocation of facilities necessary for the construction of PROJECT, and the cost of any additional unforeseen work that is necessary for the construction of the PROJECT in accordance with plans and specifications approved by the CITY and the COUNTY. e. CONSTRUCTION ADMINISTRATION as referred to in this AGREEMENT shall consist of construction contract administration, construction inspection, materials testing, construction survey, traffic detour, signing and striping, construction engineering, utility relocation and coordination matters, changes and modifications of plans and specifications for PROJECT necessitated by unforeseen or unforeseeable field conditions encountered during construction of PROJECT, construction contingencies, and all other necessary work after advertising of PROJECT for construction bids to cause PROJECT to be constructed in accordance with said plans and specifications approved by CITY and COUNTY.
f. COST OF PROJECT as referred to in this AGREEMENT shall consist of the COST OF CONSTRUCTION CONTRACT and COSTS OF
PRELIMINARY ENGINEERING; CONSTRUCTION ADMINISTRATION;
right-of-way acquisition and clearance matters; and all other work necessary to complete PROJECT in accordance with the plans and specifications approved by the CITY and the COUNTY and shall include currently effective percentages added to total salaries, wages, and equipment costs to cover overhead, administration, and depreciation in connection with any or all of the aforementioned items. g. Completion of PROJECT as referred to in this AGREEMENT shall be defined as the date of field acceptance of construction of PROJECT by COUNTY and a written notification to CITY'S Director of Public Works/City Engineer that the improvements within CITY'S JURISDICTION have been completed and are transferred to CITY for the purpose of operation and maintenance.
(2) CITY AGREES:
a. To review and approve PRELIMINARY ENGINEERING prepared by COUNTY.

Page 4 of 11 ends

b. To finance CITY'S jurisdictional share of the COST OF PROJECT, CITY'S actual share will be determined by a final accounting pursuant to Section (4) a. below.
c. To deposit with the COUNTY following execution of this AGREEMENT and upon demand by the COUNTY Three Hundred Ninety Eight Thousand and 00/100 Dollars ($398,000) to finance its estimated jurisdictional share of the COST OF PROJECT (CITY’S PAYMENT).
d. To grant to COUNTY, at no cost to COUNTY, any temporary right of way for which CITY owns or has an easement that is necessary for the construction of PROJECT.
e. To provide COUNTY with conditions for issuance of encroachment, excavation, and construction permit and any other special conditions at the time of plan approval for construction bids so that the permit conditions are fully incorporated into the PROJECT'S plans and specifications so that contractors or any other person in charge of construction shall have no merit to request change in work compensation.
f. Upon receipt of permit application from COUNTY and approval of construction plans for PROJECT, to issue COUNTY any necessary permit(s) authorizing COUNTY to construct those portions of PROJECT within CITY'S JURISDICTION at no cost to COUNTY.
g. To be financially responsible for disposal and/or mitigation measures, if necessary, should any hazardous materials, chemicals, or contaminants be encountered during construction of PROJECT within CITY'S JURISDICTION.
h. To appoint COUNTY to act as attorney-in-fact for the purpose of implementing the PROJECT within CITY’S JURISDICTION and in all things necessary and proper to complete PROJECT.
i. To cooperate with the COUNTY in conducting negotiations with and, where appropriate, to issue notices to public utility organizations and owners of substructure and overhead facilities regarding the relocation, removal, operation, and maintenance of all surface and underground utilities and facilities, structures, and transportation services, which interfere with the proposed construction. CITY will take all necessary steps to grant, transfer, or assign all prior rights over the utility companies and owners of substructure and overhead facilities to COUNTY when necessary to construct, complete, and maintain PROJECT or to appoint COUNTY as its attorney-in-fact to exercise such prior rights.

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j. Upon completion of PROJECT, to maintain in good condition and at CITY'S expense, all improvements constructed as part of PROJECT within CITY'S JURISDICTION.
k. To comply with all applicable Federal, State, and local laws, rules and ordinances in the performance of this AGREEMENT.
(3) COUNTY AGREES:
a. To perform or cause to be performed the PRELIMINARY ENGINEERING, CONSTRUCTION ADMINISTRATION, right-of-way acquisition and clearance matters, and all other work necessary to complete PROJECT. b. To finance COUNTY'S jurisdictional share of COST OF PROJECT, currently estimated to be Twelve Million Five Hundred Twelve Thousand and 00/100 Dollars ($12,512,000.00), the actual amount of which is to be determined by a final accounting, pursuant to Section (4) a. below. c. To accept CITY'S deposit of Three Hundred Ninety Eight Thousand and 00/100 Dollars ($398,000), which is CITY’s estimated share of COST OF PROJECT, the actual amount of which will be determined by a final accounting, pursuant to Section (4) a. below.
d. To obtain CITY'S approval of plans for PROJECT prior to solicitation for construction bids.
e. To solicit PROJECT construction bids, award and administer the construction contract, do all things necessary and proper to complete PROJECT, and act on behalf of CITY in all negotiations pertaining thereto. f. To be financially responsible for disposal and/or mitigation measures, if necessary, should any hazardous materials, chemicals, or contaminants be encountered during construction of PROJECT within COUNTY'S JURISDICTION.
g. To provide all change orders for PROJECT within CITY’S JURISDICTION to CITY in a timely manner via electronic mail notification to the CITY inspector/office engineer assigned to the PROJECT. If CITY does not respond within ten (10) calendar days, COUNTY may proceed with change orders.
h. In the event that a preliminary notice, stop payment notice, and/or action to enforce a stop payment notice is filed on the PROJECT, to provide CITY with a copy of same within three (3) business days. COUNTY shall be responsible for withholding the funds in compliance with Civil Code § 9350 et seq.

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i. To furnish CITY within one hundred eighty (180) calendar days after final payment to contractor a final accounting of the actual COST OF PROJECT, including an itemization of actual unit costs and actual quantities for PROJECT.
j. Upon completion of PROJECT, to operate and maintain in good condition and at COUNTY'S expense all improvements constructed as part of PROJECT within COUNTY'S JURISDICTION.
k. To comply with all applicable Federal, State, and local laws, rules, and ordinances in the performance of this AGREEMENT.
(4) IT IS MUTUALLY UNDERSTOOD AND AGREED AS FOLLOWS:
a. The final accounting of the actual total COST OF PROJECT shall allocate said total cost between CITY and COUNTY based on the location of the improvements and/or work done. Thus, the cost of all work or improvements (including all engineering, administration, and all other costs incidental to PROJECT work) located within CITY’s JURISDICTION shall be borne by CITY. Such costs constitute CITY’s jurisdictional share of the COST OF PROJECT. The cost of all work or improvements, including all engineering, administration, and all other costs incidental to PROJECT work, located within COUNTY'S JURISDICTION shall be borne by COUNTY. Such costs constitute COUNTY'S jurisdictional share of the COST OF PROJECT.
b. CITY shall review the final accounting invoice prepared by COUNTY and report in writing any discrepancies to COUNTY within sixty (60) calendar days after the date of said invoice. Undisputed charges shall be paid by CITY to COUNTY within sixty (60) calendar days after the date of said invoice. COUNTY shall review all disputed charges and submit a written justification detailing the basis for those charges within sixty (60) calendar days of receipt of CITY’s written report. CITY shall then make payment of the previously disputed charges or submit justification for nonpayment within sixty (60) calendar days after the date of COUNTY's written justification.
c. That if, at final accounting, CITY'S jurisdictional share of COST OF PROJECT exceeds CITY'S PAYMENT, as set forth in Section (2) b., CITY shall pay to COUNTY the additional amount upon demand. Said demand shall consist of a billing invoice prepared by COUNTY. Conversely, if the CITY’s jurisdictional share is less than CITY’S PAYMENT, COUNTY shall refund the difference to CITY without further action by CITY.

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d. During construction of PROJECT, COUNTY shall furnish an inspector or other representative to perform the functions of an inspector. CITY may also furnish, at no cost to COUNTY, an inspector or other representative to inspect construction of PROJECT within CITY’s JURISDICTION. Said inspectors shall cooperate and consult with each other, but the orders of COUNTY inspector to the contractors or any other person in charge of construction shall prevail and be final.
e. This AGREEMENT may be terminated, amended or modified only by mutual written consent of CITY and COUNTY. Termination, amendments, modifications, and termination of a nonmaterial nature may be made by the mutual written consent of the parties' Directors of Public Works/City Engineer or their delegates.
f. Any correspondence, communication, or contact concerning this AGREEMENT shall be directed to the following:

CITY: Mr. Jerry Groomes
City Manager
City of Compton
205 S. Willowbrook Avenue
Compton, CA 90220
COUNTY: Mr. Mark Pestrella
Director of Public Works
County of Los Angeles
Department of Public Works
P.O. Box 1460
Alhambra, CA 91802-1460
g. Other than as provided below, neither CITY nor any officer or employee of CITY shall be responsible for any damage or liability occurring by reason of any acts or omissions on the part of COUNTY under or in connection with any work, authority, or jurisdiction delegated to or determined to be the responsibility of COUNTY under this AGREEMENT. It is also understood and agreed that, pursuant to Government Code Section 895.4, COUNTY shall fully indemnify, defend, and hold CITY harmless from any liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of any acts or omissions on the part of COUNTY under or in connection with any work, authority, or jurisdiction delegated to or determined to be the responsibility of COUNTY under this AGREEMENT. h. Neither CITY nor any officer or employee of CITY shall be responsible, directly or indirectly, for damage or liability arising from or attributable to the presence or alleged presence, transport, arrangement, or release of any HAZARDOUS SUBSTANCES, hazardous materials, chemicals, or contaminants present at or stemming from the PROJECT within the

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COUNTY'S JURISDICTION or arising from acts or omissions on the part of the COUNTY under or in connection with any work, authority, or jurisdiction delegated to or determined to be the responsibility of the COUNTY under this AGREEMENT, including liability under the Comprehensive Environmental, Response, Compensation and Liability Act of 1980 (CERCLA) the California Health and Safety Code or common law. It is understood and agreed pursuant to Government Code Section 895.4, COUNTY shall fully indemnify, defend, and hold CITY harmless from any such damage, liability, or claim. In addition to being an agreement enforceable under the laws of the State of California, the foregoing indemnity is intended by the parties to be an agreement pursuant to 42 U.S.C. Section 9607(e), Section 107(e) of the amended CERCLA, and the California Health and Safety Code Section 25364.
“HAZARDOUS SUBSTANCES” includes flammable substances, explosives, radioactive materials, asbestos, asbestos-containing materials, polychlorinated biphenyls, chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants hazardous wastes, medical wastes, toxic substances or related materials, explosives, methane, petroleum and petroleum products, and any “hazardous” or “toxic” material, substance or waste that is defined by those or similar terms or is regulated as such under any Environmental Law, including any material, substance or waste that is: (i) defined as a “hazardous substance” under Section 311 of the Water Pollution Control Act (33 U.S.C. § 1317), as amended; (ii) defined as a “hazardous waste” under Section 1004 of The Resource Conservation and Recovery Act of 1976,42 U.S.C. § 6901, et seq., as amended; (iii) defined as a “hazardous substance” or “hazardous waste” under Section 101 of The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Reauthorization Act of 1986, 42 U.S.C. § 9601 et seq. or any so-called “superfund” or “superlien” law, including the judicial interpretations thereof; (iv) defined as a “pollutant” or “contaminant” under 42 U.S.C.A.§ 9601(33); (v) defined as “hazardous waste” under 40 C.F.R. Part 260; (vi) defined as a “hazardous chemical” under 29 C.F.R. Part 1910; or (vii) subject to any other Environmental Law regulating, relating to or imposing obligations, liability or standards of conduct concerning protection of human health, plant life, animal life, natural resources, property or the enjoyment of life or property free from the presence in the environment of any solid, liquid, gas, odor or any form of energy from whatever source.
i. Other than as provided below, neither COUNTY nor any officer or employee of COUNTY shall be responsible for any damage or liability occurring by reason of any acts or omissions on the part of CITY under or in connection with any work, authority, or jurisdiction delegated to or determined to be the responsibility of CITY under this AGREEMENT. It is also understood and agreed that, pursuant to Government Code Section 895.4, CITY shall fully indemnify, defend, and hold COUNTY harmless from any liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of any acts or omissions on the part of CITY under or in connection

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with any work, authority, or jurisdiction delegated to or determined to be the responsibility of CITY under this AGREEMENT.
j. Neither COUNTY nor any officer or employee of COUNTY shall be responsible, directly or indirectly, for damage or liability arising from or attributable to the presence or alleged presence, transport, arrangement, or release of any HAZARDOUS SUBSTANCES, hazardous materials, chemicals, or contaminants present at or stemming from the PROJECT within the CITY’s JURISDICTION or arising from acts or omissions on the part of the CITY under or in connection with any work, authority, or jurisdiction delegated to or determined to be the responsibility of the CITY under this AGREEMENT, including liability under the CERCLA, the California Health and Safety Code or common law. It is understood and agreed pursuant to Government Code Section 895.4, CITY shall fully indemnify, defend, and hold COUNTY harmless from any such damage, liability, or claim arising from CITY’s jurisdiction. In addition to being an agreement enforceable under the laws of the State of California, the foregoing indemnity is intended by the parties to be an agreement pursuant to 42 U.S.C. Section 9607(e), Section 107(e) of the amended CERCLA, and the California Health and Safety Code Section 25364.
k. In contemplation of the provision of Section 895.2 of the Government Code of the State of California imposing certain tort liability jointly upon public entities solely by reason of such entities being parties to an agreement (as defined in Section 895 of said Code), each of the parties hereto, pursuant to the authorization contained in Sections 895.4 and 895.6 of said Code, will assume the full liability imposed upon it or any of its officers, agents, or employees by law for injury caused by any act or omission occurring in the performance of this AGREEMENT to the same extent that such liability would be imposed in the absence of Section 895.2 of said Code. To achieve the above-stated purpose, each of the parties indemnifies and holds harmless the other party for any liability, cost, or expense that may be imposed upon such other party solely by virtue of Section 895.2. The provisions of Section 2778 of the California Civil Code are made a part hereof as if incorporated herein.
l. The provisions of this AGREEMENT shall supersede and control over any provisions inconsistent herewith in the Assumption of Liability Agreement 33412 between CITY and COUNTY, adopted by the Board of Supervisors on December 27, 1977, and currently in effect.
m. Venue for any litigation shall be Los Angeles County, California, or in the United States District Court for the Central District of California. Any waiver by the CITY or COUNTY of any breach of any term, covenant or condition herein shall not be deemed to be a waiver of such term, covenant or condition or of any subsequent breach of the same or any other term, covenant or condition herein. No term, covenant or condition of this

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AGREEMENT shall be deemed to have been waived by CITY or COUNTY unless in writing. This AGREEMENT may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together constitute one and the same instrument. Each person executing this AGREEMENT hereby represents and warrants (i) their authority to do so, and (ii) that such authority has been duly and validly conferred.
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IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed by their respective officers, duly authorized by the CITY OF COMPTON on _____________________, 2023, and by the COUNTY OF LOS ANGELES on ________________________, 2023.

COUNTY OF LOS ANGELES
By _____________________________
ATTEST: Chair, Board of Supervisors

CELIA ZAVALA
Executive Officer of the
Board of Supervisors of the
County of Los Angeles
By
Deputy
APPROVED AS TO FORM:

DAWYN R. HARRISON
County Counsel
By
Deputy

CITY OF COMPTON
By
Mayor
Date:

ATTEST:

By
City Clerk
APPROVED AS TO FORM:

By
City Attorney
P:\rmpub\MD2\MD2SUPPORT\Agreements\Altadena Drive and Washington Blvd\04-18-23 Altadena Dr. Washington Blvd. Roadway Improvement Agreement.docx November 7, 2023
TO: HONORABLE MAYOR AND COUNCIL MEMBERS
FROM: CITY CONTROLLER
SUBJECT: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON RESCINDING RESOLUTION NO. 25,848 AND

AUTHORIZING THE CITY MANAGER TO ENTER INTO A MULTI-

YEAR AGREEMENT WITH AND ISSUE A PURCHASE ORDER TO
IGM TECHNOLOGY CORP. (GRAVITY) FOR LEASE

ACCOUNTING STANDARD IMPLEMENTATION SERVICES
($60,967.87)

SUMMARY
Adoption of the attached Resolution will authorize the City Manager to accept the proposal, execute a multi-year agreement, and establish a Purchase Order to IGM Technology Corp (Gravity) for Lease Accounting Implementation Software Services for an amount of Sixty Thousand Nine Hundred Sixty-Seven Dollars and Eighty-Seven Cents ($60,967.87).

BACKGROUND
The City is required to implement GASB 87 which is a recent Governmental Accounting Standards Board (GASB) accounting pronouncement which changes the way that local governments must account for and report all leases (regardless of whether the City is either a Lessee or Lessor). The new GASB 87 accounting standard requires that the right to use an asset through a lease agreement be recognized as an asset of the City itself. It prescribes a complex valuation method for the asset value. It also requires the reporting of lease-option dates and reporting the likelihood that the City will exercise the lease- options as well. This accounting pronouncement is due for implementation by the City by the Fiscal Year 2021-2022 Audit report completion date.

In order to fully implement this accounting standard and to continue to properly maintain sufficient organization, accounting, and reporting for its leases moving forward, the City must go through a process to review all active leases where the City is Lessor or Lessee.

Additionally, complex present-value calculations must be performed in a timely manner in order to properly implement the accounting standard by the necessary due date. At this time, the City does not have sufficient qualified staff to perform the technical tasks necessary to properly implement this new accounting standard by the needed time.

13.13.13.13.13.13.13.13.13.13.13. Staff Report – Resolution Authorizing Agreement and Authorizing P.O. to IGM Technology (Gravity)
November 7, 2023

Page 2 ends

Further, the City received audit finding # 2014-048, #2014-116B, and #2018-028 in it’s Single Audit Report of FY2018, which has rolled forward to its FY2020 Single Audit Report, which reads as follows:
2014-048 – Internal Control over Accounts Receivable (SD) 2014-116B – Information (SD)
2018-028 – Accrued Liabilities (MW)
(Please see attachment for more information)
These findings are shown in the Fiscal Year 2019-2020 Single Audit which is available on the City’s website. These audit findings exhibit the City’s need to proactively apply professional and qualified expertise so that accounting records can be properly maintained.

Failure to timely and accurately implement this accounting pronouncement in time for the delivery of the FY2021-2022 Financial Statement Audit report will directly translate to an additional auditor qualified opinion (meaning that certain figures presented are deemed by the auditor as unreliable or inconsistent with the way that other cities are reporting them) that will be placed on the City’s audited financial statements. An auditor qualified opinion will reduce City opportunities for outside financing as well as have other detrimental effects.

Additionally, the State of California State Auditor’s Department issued an Audit report to the City in October of 2022. This report had findings and recommendations for various areas of improvement needed for the City. The following recommendation is included in the report:
“By December 2024, Compton should resolve all of the audit findings it has received that predate its fiscal year 2020-21 audited financial statements and any findings from subsequent audit reports, including findings related to improving financial controls.” pg. 6
In order to proactively remedy the State of California’s Auditor’s recommendation above, it is imperative that the City obtain the necessary resources to implement GASB 87 timely and accurately, otherwise more audit findings and a qualified opinion will be received.

STATEMENT OF THE ISSUE
In order to remain in compliance with the State of California Auditor’s October 2022 recommendations for the deliverable of a catching up on all audits and removing all audit findings, City staff issued a Request for Proposal (RFP)on January 11, 2023. The RFP was published in the Compton Bulletin, City website, and on the California Society of Municipal Finance Officer (CSMFO)’s RFP website, which is a website frequently Staff Report – Resolution Authorizing Agreement and
Authorizing P.O. to IGM Technology (Gravity)
November 7, 2023

Page 3 ends

reviewed by vendors who provide financial services to municipalities and local governments within California.

The RFP yielded four responses. The candidates were Civix, Visual Lease LLC, IGM Technology, and Lease Query. A total of four City staff interviewed the candidates and rated them. The candidate with the highest rating was Civix, which was given based on the candidate’s cost proposal, time needed to provide the deliverables, and firm qualifications. A listing of candidates, their ranking, and cost are listed below:

1. Civix ($57,842.23 over five years)

2. IGM ($60,967.87 over five years)

3. Lease Query ($32,350 over five years)

On June 20, 2023, Resolution No. 25,848 was adopted by City Council authorizing the City Manager to enter into a multi-year agreement with and issue a Purchase Order to Civix for Lease Accounting Standard Implementation Services. Unfortunately, Civix was not able to adhere to the City’s insurance certificate requirement in a timely manner, and therefore, staff was unable to commence their services.

Consequently, staff is requesting for the adopted authorization noted in Resolution #25,848 be rescinded due to the unfortunate situation with Civix. Staff has reviewed the rating sheet and IGM Technology Corp (Gravity) provided the next best proposal that is suitable for the City’s needs. City Staff deemed that Lease Query and Visual Lease’s proposals were not sufficiently responsive to the RFP in terms of their responses to requested services and requests for personnel information. Visual Lease’s quote did not include the needed services to review the details of each lease contract; assess all leases greater than twelve months (and shorter than twelve months, if an option to extend is provided); review other agreements not currently classified as a lease that may require reporting as a lease under GASB 87. Lease Query did not comply with the requirement to identify the principal supervisor and management staff, including engagement partners, managers, other supervisors and specialists, who would be assigned to the engagement in their proposal.

Due to the inability to commence the services of Civix, staff is requesting authorization be given to enter into an agreement with IGM Technology Corp (Gravity) for Lease Accounting and Management Software and Reporting Services.

Staff Report – Resolution Authorizing Agreement and
Authorizing P.O. to IGM Technology (Gravity)
November 7, 2023

Page 4 ends

FISCAL IMPACT
The cost for these services is not to exceed Sixty Thousand Nine Hundred Sixty-Seven Dollars and Eighty-Seven cents ($60,967.87), over a five-year period, per the proposal from IGM Technology Corp (Gravity).

A Purchase Order for Twenty-Two Thousand Five-Hundred Dollars ($22,500.00) for the first year of services is being requested for authorization. Funds have already been budgeted in the Controller Department’s FY2023-2024 budget and is to be issued out of the following account:

Account Code Account Name Amount
1001-650-000-4222 General Fund $22,500.00
Software
The remaining funds will be budgeted in future years’ budgets.

Once the software and services are implemented, the accounting and reporting on City Leases, including those where the City is either the Lessor or the Lessee, will be up-to- date with governmental accounting standards, resulting in future audit findings and qualified opinions on the City’s audited financial statements to be removed.

RECOMMENDATION
Staff recommends that the City Council adopt the attached Resolution.

APPROVED FOR FORWARDING:

SHARON RAHBAN NAVIZADEH

CITY CONTROLLER FORWARDED TO CITY MANAGER
Attachment:

Proposed Resolution
Additional Details
Staff Report and Resolution for Civix
Civix Contract
Bidding Opening Checklist
Rating Sheet
IGM Technology Corp Contract
RESOLUTION NO. __________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON RESCINDING RESOLUTION NO. 25,848 AND AUTHORIZING THE CITY

MANAGER TO ENTER INTO A MULTI-YEAR AGREEMENT WITH AND
ISSUE A PURCHASE ORDER TO IGM TECHNOLOGY CORP. (GRAVITY)

FOR LEASE ACCOUNTING STANDARD IMPLEMENTATION SERVICES
($60,967.87)
WHEREAS, the State of California State Auditor’s Department issued an Audit report to the City in October of 2022. This report had findings and recommendations for various areas of improvement needed for the City. The following recommendation is included in the report:
“By December 2024, Compton should resolve all of the audit findings it has received that predate its fiscal year 2020-21 audited financial statements and any findings from subsequent audit reports, including findings related to improving financial controls.”pg.6

WHEREAS, the City is required to implement GASB 87 which is a recent Governmental Accounting Standards Board (GASB) accounting pronouncement which changes the way that local governments must account for and report all leases for whether the City is either a Lessee or Lessor. This accounting pronouncement is due for implementation by the City by the Fiscal Year 2021-2022 Audit report completion date and implementation is required for all future periods; and
WHEREAS, in order to fully implement this accounting standard, and to continue to properly maintain sufficient organization, accounting, and reporting for its leases moving forward, the City must go through a process to review all active leases where the City is Lessor or Lessee. Additionally, complex calculations must be performed in a timely manner in order to properly implement the accounting standard by the necessary due date. City staff does not have sufficient qualified staff to perform the implementation at this time; and WHEREAS, the City received audit finding # 2014-048, #2014-116B, and #2018-028 in its Single Audit Report of FY2018, which has rolled forward to its FY2020 Single Audit Report. These audit findings exhibit the City’s need to proactively apply professional and qualified expertise so that accounting records can be properly maintained in accordance with generally accepted accounting standards, which incorporate GASB accounting pronouncements; and
WHEREAS, in order to remain in compliance with the State of California Auditor’s October 2022 recommendations for the deliverable of a catching up on all audits and removing all audit findings, City staff issued a Request for Proposal (RFP) on January 11, 2023; and
WHEREAS, the RFP yielded four responses. The candidates were Civix, Visual Lease LLC, IGM Technology, and Lease Query; and
WHEREAS, after the assessment of the candidate’s qualifications and their references, staff decided to recommend Civix as the front-runner of the RFP process for these services. Factors such as price, completeness of the proposals and interviews provided, as well as City staff comfort with the reliability of continuous vendor staffing and vendor expertise contributed to the rankings.

Resolution No. __________

Page 2 ends

2 WHEREAS, on June 20, 2023, Resolution #25,848 was adopted by City Council authorizing the City Manager to enter into a multi-year agreement and issue a Purchase Order to Civix for Lease Accounting Standard Implementation Services.

WHEREAS, Civix was not able to adhere to the City’s insurance certificate requirement in a timely manner, and therefore, staff was unable to commence their services.

WHEREAS, staff is requesting for the adopted authorization noted in Resolution #25,848 be rescinded due to the unfortunate situation with Civix.

WHEREAS, staff has reviewed the rating sheet and IGM Technology Corp (Gravity) provided the next best proposal that is suitable for the City’s needs.

WHEREAS, the cost for these services is not to exceed Sixty Thousand Nine Hundred Sixty-Seven Dollars and Eighty-Seven cents ($60,967.87), over a five-year period, per the proposal from IGM Technology Corp (Gravity).

WHEREAS, a Purchase Order for Twenty-Two Thousand Five-Hundred Dollars ($22,500.00) for the first year of services is being requested by staff for authorization. Funds have already been budgeted in the Controller Department’s FY2023-2024 budget and is to be issued out of the following account:

Account Code Account Name Amount
1001-650-000-4222 General Fund $22,500.00
Software
WHEREAS, once the software and services are implemented, the accounting and reporting on City Leases, including those where the City is either the Lessor or the Lessee, will be up-to-date with governmental accounting standards, resulting in future audit findings and qualified opinions on the City’s audited financial statements to be removed.

WHEREAS, it is recommended that the City Council adopt the attached Resolution to approve the agreement and to authorize the City Manager to open a Purchase Order for IGM Technology Corp (Gravity) for Lease Accounting Standard Implementation services.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF COMPTON DOES HEREBY RESOLVE AS FOLLOWS:

SECTION 1. That Resolution #25,848, which authorized the City Manager to enter into a multi-year agreement and issue a Purchase Order to Civix for Lease Accounting Standard Implementation Services, be rescinded.

SECTION 2. That the City Manager is hereby authorized to enter into a professional services agreement, upon the advice and approval of the City Attorney, with IGM Technology Corp (Gravity) in the amount not to exceed Sixty Thousand Nine Hundred Sixty-Seven Dollars and Eighty-Seven cents ($60,967.87) for Lease Accounting Standard Implementation services.

SECTION 3. That the amount of Twenty-Two Thousand Five-Hundred Dollars ($22,500.00) will be available in the Fiscal Year 2023-2024 budget allocated from account number 1001-650-000-4222 General Fund, Software account and that the remainder of the amount of the contract will be available in future years’ budgets.

SECTION 4. That a purchase order shall be issued to IGM Technology Corp (Gravity) from Account Number 1001-650-000-4222 in the amount of Twenty-Two Thousand Five- Hundred Dollars ($22,500.00).

Resolution No. __________

Page 3 ends

3 SECTION 5. That a copy of this Resolution shall be filed in the offices of the City Clerk, City Attorney, City Manager, and City Controller.

SECTION 6.That the Mayor shall sign and the City Clerk shall attest to the adoption of this Resolution.

ADOPTED this ____________ day of _____________, 2023.
________________________________

MAYOR OF THE CITY OF COMPTON
ATTEST:
________________________________

CLERK OF THE CITY OF COMPTON

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss

CITY OF COMPTON )
I, Vernell McDaniel, City Clerk of the City of Compton, hereby certify that the foregoing Resolution was adopted by the City Council of the City of Compton, signed by the Mayor and attested by the City Clerk at a regular meeting thereof held on this ___________ day of ________________, 2023.

That said Resolution was adopted by the following vote, to wit:

AYES: COUNCILMEMBERS -
NOES: COUNCILMEMBERS -
ABSTAIN: COUNCILMEMBERS -
ABSENT: COUNCILMEMBERS -
____________________________________

CITY CLERK OF THE CITY OF COMPTON
Additional Detail
(Lease Accounting Standard Implementation Services)
2014-048 – Internal Control over Accounts Receivable (SD) Recommendation: The City should track business licenses, rents and leases, and other miscellaneous reoccurring revenue to ensure timely collection. The City should also utilize its accounting system’s accounts receivable module. It will allow the City to review, reconcile, and monitor its accounts receivable balances throughout the fiscal year for financial reporting and budgeting purposes. 2014-116B – Information (SD)
Related Finding(s): SCO Finding 15, 16
Recommendation: We recommend that the City assign a higher priority to, and direct more resources towards completing, its audited financial statements by the deadline of no later than six months after fiscal year-end. 2018-028 – Accrued Liabilities (MW)
Recommendation: The City should implement and maintain procedures to identify and record accrued liabilities. This may require additional software or training on the use of current software.

Annual Cost Comparison for Civix and IGM Technology Corp (Gravity):

Firm Name Service Cost-Type
Year 1
Amount
(US$)
Year 2 (5%
escalation)
Year 3 (5%
escalation)
Year 4 (5%
escalation)
Year 5 (5%
escalation) TOTAL COST
Civix
Software
License, ect. Annually 7,500.00$ 7,875.00 8,268.75 8,682.19 9,116.30 41,442.23$ Implementation One-Time Cost 16,400.00 - - - - 16,400.00 Total Maximum Price 23,900.00$ 7,875.00 8,268.75 8,682.19 9,116.30 57,842.23$ IGM
Technology
Software
License, ect. Annually 8,500.00$ 8,925.00 9,371.25 9,839.81 10,331.80 46,967.87$ Implementation One-Time Cost 14,000.00 - - - - 14,000.00 Total Maximum Price 22,500.00$ 8,925.00 9,371.25 9,839.81 10,331.80 60,967.87$

June 20, 2023
TO: HONORABLE MAYOR AND COUNCIL MEMBERS
FROM: CITY CONTROLLER
SUBJECT: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON

AUTHORIZING THE CITY MANAGER TO ENTER INTO A MULTI-YEAR

AGREEMENT AND ISSUE A PURCHASE ORDER TO CIVIX FOR LEASE ACCOUNTING STANDARD IMPLEMENTATION SERVICES ($57,842.23)

SUMMARY
Adoption of the attached resolution will authorize the City Manager to accept the proposal, execute an agreement, and establish a purchase order to Civix for Lease Accounting Implementation Software Services for an amount of Fifty-Seven-Thousand Eight- Hundred-Forty-Two Dollars and Twenty-Three Cents ($57,842.23).

Page 2 ends

Recommendation: The City should track business licenses, rents and leases, and other miscellaneous reoccurring revenue to ensure timely collection. The City should also utilize its accounting system’s accounts receivable module. It will allow the City to review, reconcile, and monitor its accounts receivable balances throughout the fiscal year for financial reporting and budgeting purposes.
2014-116B – Information (SD)
Related Finding(s): SCO Finding 15, 16
Recommendation: We recommend that the City assign a higher priority to, and direct more resources towards completing, its audited financial statements by the deadline of no later than six months after fiscal year-end.
2018-028 – Accrued Liabilities (MW)
Recommendation: The City should implement and maintain procedures to identify and record accrued liabilities. This may require additional software or training on the use of current software.

These findings are shown in the Fiscal Year 2019-2020 Single Audit which is available on the City’s website. These audit findings exhibit the City’s need to proactively apply professional and qualified expertise so that accounting records can be properly maintained.

Additionally, the State of California State Auditor’s Department issued an Audit report to the City in October of 2022. This report had findings and recommendations for various areas of improvement needed for the City. One of the recommendations included in this report was (on page 6 of the report) the following,
“By December 2024, Compton should resolve all of the audit findings it has received that predate its fiscal year 2020-21 audited financial statements and any findings from subsequent audit reports, including findings related to improving financial controls.”
In order to proactively remedy the State of California’s Auditor’s recommendation above, it is imperative that the City obtain the necessary resources to implement GASB 87 timely and accurately, otherwise more audit findings and a qualified opinion will be received.

Staff Report – Resolution Authorizing Agreement and Authorizing P.O. to Civix June 20, 2023

Page 3 ends

STATEMENT OF THE ISSUE
In order to remain in compliance with the State of California Auditor’s October 2022 recommendations for the deliverable of a catching up on all audits and removing all audit findings, City staff has issued a request for proposal on January 11, 2023. The request for proposal (RFP) was published in the Compton Bulletin, City website, and on the California Society of Municipal Finance Officer (CSMFO)’s RFP website, which is a website frequently reviewed by vendors who provide financial services to municipalities and local governments within California.

1. Civix ($57,842.23 over five years)

2. IGM ($60,967.87 over five years)

3. Lease Query ($32,350 over five years)

4. Visual Lease ($32,500 over five years)
After City staff checked their references, staff decided to recommend Civix as the front- runner of the RFP process for these services. Factors such as price, completeness of the proposals and interviews provided, as well as City staff comfort with the reliability of continuous vendor staffing and vendor expertise contributed to the rankings above. City Staff deemed that Lease Query and Visual Lease were bidders that were not sufficiently responsive to the RFP for insufficient responses to requested services and requests for personnel information. Visual Lease’s quote did not include the needed services to review the details of each lease contract; assess all leases greater than twelve months (and shorter than twelve months, if an option to extend is provided); review other agreements not currently classified as a lease that may require reporting as a lease under GASB 87.

Lease Query did not comply with the requirement to identify the principal supervisor and management staff, including engagement partners, managers, other supervisors and specialists, who would be assigned to the engagement in their proposal. Civix also had the lowest cost per their proposal over the life of a five-year contract.

Additionally, staff evaluated the fees on an apples-to-apples basis over a five-year period as follows:

Staff Report – Resolution Authorizing Agreement and Authorizing P.O. to Civix June 20, 2023

Page 4 ends

FISCAL IMPACT
The cost for these services is not to exceed Fifty-Seven-Thousand Eight-Hundred Forty- Two Dollars and Twenty-Three Cents ($57,842.23), over a five year period, per the proposal from Civix.

A purchase order for Twenty-Three Thousand Nine-Hundred Dollars ($23,900.00), which is for the first year of services, is also being requested to be authorized to be issued out of the following account. Funds have already been budgeted in the Controller Department’s FY2022-2023 Budget. The remaining funds will be budgeted in future years’ budgets:

Account Code Account Name Amount
1001-650-000-4222 General Fund $23,900.00
Software
Once the software and services are implemented, then the accounting and reporting on City Leases, including those where the City is either the Lessor or the Lessee, will be up- to-date with governmental accounting standards and can avoid future audit findings and a future qualified opinion on the City’s audited financial statements.

RECOMMENDATION
Staff recommends that the City Council adopt the attached Resolution.

APPROVED FOR FORWARDING:

SHARON RAHBAN NAVIZADEH

CITY CONTROLLER FORWARDED TO CITY MANAGER
Staff Report – Resolution Authorizing Agreement and Authorizing P.O. to Civix June 20, 2023

Page 5 ends

Attachment: Proposed Resolution

Rev 20220622

CONTRACT FOR SOFTWARE LICENSES, SERVICES, AND SUPPORT
This contract for software licenses, services, and support (“Agreement”) is made and entered into by and between City of Compton located at 205 Willowbrook Ave, Compton CA 90220 (“Licensee”) and GCR Inc. dba Civix, located at 3300 West Esplanade Avenue, Suite 400, Metairie, Louisiana 70002 (“Civix”) effective as of the Effective Date.

WHEREAS, Licensee desires Civix to provide a license to the Licensed Programs and associated hosting, support and other professional Services in connection with the use of the Licensed Programs; In consideration of the mutual promises and agreements of the Parties herein, the Parties agree as follows:

ARTICLE 1 - DEFINITIONS

1.1 “Agreement” is defined in the Preamble.

1.2 “Anniversary Date” means the date that is 1 year after the Effective Date, and each anniversary thereafter.

1.3 “Authorized Users” means Licensee’s employees, agents, subcontractors, contractors, outsourcing vendors, consultants and others who have a need to use and copy the Licensed Material.

1.4 “Contract Year” means (a) for the first Contract Year, the period from the Effective Date until but not including the first Anniversary Date, and (b) for each following Contract Year, the period from the end of the prior Contract Year until but not including the next Anniversary Date.

1.5 “Effective Date” means the first day of the calendar month following the date of the last Party’s signature on this Agreement. For the avoidance of doubt, if the last Party’s signature on this Agreement occurs on the first day of a calendar month, the Effective Date will still be the first day of the next calendar month.

1.6 “Fees” means the fees identified in Attachment A (Software and Fees), and any other fees that may become due under this agreement.

1.7 “Hosting” is defined in Section 3.1 (Hosting Services).

1.8 “Civix” is defined in the Preamble.

1.9 “Initial Term” is defined in Attachment A (Software and Fees).

1.10 “Initiation Date” means the first day of the first calendar month following the Effective Date.

1.11 “License” means a nonexclusive, worldwide, and nontransferable license.

Rev 20220622

1.12 “Licensed Material” means the Licensed Programs, their derivatives, and their documentation provided or made available to Licensee pursuant to this Agreement.

1.13 “Licensed Programs” means the software program(s) identified in Attachment A (Software and Fees) as licensed to Licensee.

1.14 “Licensee” is defined in the Preamble.

1.15 “Party” means either Licensee or Civix.

1.16 “Parties” means Licensee and Civix collectively.

1.17 “Renewal Term” is defined in Section 10.1 (License Term).

1.18 “Services” is defined in Section 6.1 (Scope of Work).

1.19 “Term” is defined in Section 10.1 (License Term).

1.20 “TM” means Time and Materials.

1.21 “SaaS” means Software as a Subscription.

ARTICLE 2 – LICENSE

2.1Grant. Subject to the terms and conditions of this Agreement, Civix hereby grants to Licensee a License to use the Licensed Material solely for Licensee’s internal business purposes.

2.2Authorized Users. The License is extended to Licensee’s Authorized Users. Licensee will be responsible for the Authorized Users, and any acts or omissions of any Authorized User which if done by Licensee would constitute a breach of this Agreement by Licensee, will be deemed a breach of this Agreement by Licensee.

2.3Ownership. Licensee acknowledges, agrees, and understands that Civix is the sole and exclusive owner of the Licensed Material, its right, title, and interest, and any improvements thereto.

2.4Prohibited Uses. Licensee shall not do, shall not permit any third party to do, and shall use commercially reasonable efforts to prohibit any Authorized Users or other third parties from doing any of the following: (a) using any Licensed Material in a manner that violates this Agreement or any applicable laws and regulations, or to send unsolicited bulk email or “spam”, (b) reverse engineering, translating, decompiling or disassembling the object code of the Licensed Material, or (c) copying, modifying, creating derivative works of, sublicensing, selling, leasing, loaning, renting, distributing, conveying, pledging as security, or otherwise encumbering the Licensed Material.

2.5No Implied Licenses. No different, other or further right or license, other than what is granted in this Agreement, is intended or granted by this Agreement, whether by express or implied means or by Rev 20220622
estoppel, and this Agreement does not assign any right, title or interest in any of the Licensed Materials. All rights and interests not expressly granted under this Agreement are reserved to Civix.

2.6Additional Modules. By written notice to Civix, Licensee may add additional software programs or modules identified on Attachment A (Software and Fees) to the Licensed Programs; if Licensee provides such notice, the Parties will execute an amendment updating Attachment A (Software and Fees).

ARTICLE 3 – HOSTING

3.1Hosting Services. Throughout the Term, Civix shall provide hosting services as set forth in Attachment B (Hosting) (“Hosting”).

ARTICLE 4 - WARRANTY

4.1Warranty. Civix shall faithfully perform the Services using the degree of care, skill, training, diligence and judgment ordinarily exercised under similar circumstances by competent members of the profession which Civix practices or industry or business in which Civix works. Civix warrants that the Licensed Programs will perform substantially in accordance with and in the manner described by related documentation, training manuals, and by Licensed Program functional design specifications.

4.2Correction. Civix agrees to promptly re-perform, repair or replace, at Licensee’s option and at Civix’s cost and expense, any Licensed Program or Service which fails to conform to such warranties.

Correction of any error in the manner described above shall constitute complete fulfillment of all obligations and liabilities of Civix for nonconforming Licensed Program or Services, whether the claims of the Licensee are based in contract, warranty, tort (including, but not limited to, negligence and strict liability), or otherwise.

This exclusive remedy is Licensee’s sole remedy for any failure of Civix to comply with its warranty obligations. The warranty period shall end 30 days from the delivery of the Licensed Program or completion of the Services, as applicable.

ARTICLE 5 – APPLICATION SUPPORT & UPGRADES

5.1Application Support Services. Throughout the Term, Civix shall provide application support and upgrade services for Licensed Programs. In general, the application support services consist of (a) prompt customer support on-site or by telephone, fax or email; and (b) Licensed Programs updates, new releases, and enhancements reflecting on-going development at Civix and as made generally available to Civix’s customers of the Licensed Programs, as described in Attachment C (Support).

5.2Licensee Cooperation. Licensee acknowledges that Civix’s ability to provide application support and upgrade services is dependent on the cooperation of Licensee and the quantity of information that Licensee can provide. Licensee will use commercially reasonable efforts to reproduce all reported problems and gather troubleshooting information as requested by Civix. If Licensee cannot reproduce such problems or gather requested information, Licensee will provide Civix temporary login access on Licensee’s system to identify and address reported problems. Civix will have no responsibility for failure to provide application support and services as a result of Licensee’s failure to cooperate with Civix.

Rev 20220622

5.3Troubleshooting of Non-Civix Problems. Licensee acknowledges and agrees that Civix will be entitled to invoice, as additional services at Civix’s then-prevailing rates, currently outlined in Attachment A, as Fees, time and efforts spent providing support for reported problems which are not as the result of a fault in the Licensed Programs, including but not limited to problems caused by (a) incorrect or inaccurate data entered by or on behalf of Licensee, (b) data deleted erroneously by Licensee, (c) new installations post-go live as the result of new hardware acquired by Licensee, or (d) accurate reports which were asserted to be erroneous.

ARTICLE 6 – SERVICES

6.1Scope of Work. Civix shall perform the services and provide Software and the deliverables as described in Attachment A (Software and Fees) and Attachment C (Support), collectively referred to as Services (“Services”).

6.2Change Orders. Either Party shall have the right to request, in writing, changes in the Services.

Civix shall not perform any such change in the Services unless compensation, schedule and scope of work are mutually agreed by the Parties in writing.

6.3Schedule. The Services shall commence upon or about the Effective Date or such later date the Parties mutually agree upon. Civix agrees to diligently perform the Services and exercise commercially reasonable efforts to meet any estimated schedule set forth in Attachment C (Support). Notwithstanding the above, it is expressly understood and agreed that Civix shall not be liable as a guarantor of the estimated schedule.

6.4Acceptance. Except where this Agreement provides different criteria, Services will be accepted if they have been performed in accordance with the specifications applicable to the Services. Upon notification by Civix that a Service (or associated deliverable) has been completed and is available for review and acceptance, Licensee will use commercially reasonable efforts to review within 7 business days after the notification, but in no event later than 10 business days after the notification. Civix will correct any unaccepted Services as described in ARTICLE 4 (WARRANTY). If no notification is delivered to Civix within the foregoing period, the Service will be deemed accepted. All accepted and deemed accepted Services remain subject to the terms of ARTICLE 4 (WARRANTY).

ARTICLE 7 – COMPENSATION

7.1Fees Generally. Licensee agrees to pay Civix the Fees in accordance with the payment terms set forth in Schedule A (Software and Fees). Licensee’s Fees include access to, and use of, Licensed Programs, Licensed Programs updates/upgrades, Hosting, Services, and Licensed Material.

7.2Taxes. The Fees are exclusive of any tariff, duty, or tax, however designated, levied, or based including, without limitation, any taxes based on: (i) this Agreement; (ii) the Licensed Programs, Hosting or Services; (iii) the Licensed Material; or (iv) any materials or supplies furnished by Civix per this Agreement.

Licensee is responsible for all applicable tariffs, duties or taxes applicable to this Agreement.

ARTICLE 8 – INDEMNIFICATION AND LIABILITY
Rev 20220622

8.1Intellectual Property Indemnification. Civix warrants that it is authorized to grant Licensee the right to use the Licensed Material as defined in this Agreement. Licensee shall advise Civix promptly in writing of any notice or claim of infringement or of the commencement of any suit or action for infringement of a third party’s intellectual property, and which claim or suit or action is based upon the use of the Licensed Material in accordance with the terms of this Agreement. If the use by the Licensed Material is in accordance with this Agreement, Civix will, upon receipt of notice hereinabove required, undertake at its own expense the defense of any such suit or action for infringement based upon such use by Licensee.

Civix shall have charge and direction of the defense of such suit or action, and Licensee agrees that it will render Civix all reasonable assistance that may be required by Civix in the defense of such suit or action.

Licensee shall have the right to be represented therein by an advisory counsel of its own selection at its own expense. Civix will seek to resolve the claim in consultation with Licensee, either by means of alternative arrangements for the services and Licensed Material, or by obtaining permission to use the intellectual property in question. If Civix fails to obtain permission for the continued use the intellectual property in question, or fails to provide a suitable replacement with equal or greater functionality, Civix may terminate this Agreement and refund any fees paid by Licensee related to such intellectual property for future use. Neither Civix nor Licensee shall settle or compromise any such claim or suit or action without consent of the other if the settlement or compromise obliges the other to make any payment or part with any property, or to assume any obligation or grant any licenses or other rights, or be subject to any injunction by reason of such settlement or compromise. Civix will have no obligation to indemnify Licensee for any claims of infringement which are (a) as the result of Licensee’s use of the Licensed Material in violation of this Agreement, (b) as the result of Licensee’s or a third party’s modification of the Licensed Material, (c) as the result of Licensee’s combination of the Licensed Material with any other hardware or software not authorized by Civix for use with the Licensed Material in writing or disclosed in the documentation as for use with the Licensed Material.

8.2Consequential Damages Waiver. Neither Party shall, under any circumstances or in any event, be liable to the other Party for any special, punitive, indirect, incidental, or consequential damages of any nature, including, without limitation, loss of actual or anticipated profits or revenues; loss of production, by reason of shutdown, non-operation, or otherwise; increased expense of manufacturing or operation; loss of use; increased financing costs; or cost of capital.

8.3Limit of Liability. Notwithstanding anything set forth in this Agreement, Civix’s maximum liability in the aggregate for any claim arising under or otherwise related to this Agreement shall in no event exceed the amount of monies received by Civix under this Agreement in the 12 months prior to such claim.

ARTICLE 9 – CONFIDENTIALITY

9.1Confidentiality Generally. Licensee acknowledges, agrees, and understands that the Licensed Material contains certain information that is and must be kept confidential. To ensure the protection of such information, and to preserve any confidentiality necessary under intellectual property law, including trade secret laws, Licensee agrees not to disclose the Licensed Material to anyone unless allowed by Civix or required to do so by law. Licensee’s confidentiality obligation does not extend to (a) information that is known to Licensee prior to obtaining the same from Civix; (b) information that is, at the time of disclosure by Civix, then in the public domain; or (c) information that is obtained by Licensee from a third party who did not receive same directly or indirectly from Civix and who has no obligation of secrecy with respect thereto. To the extent any Authorized Users have access to Licensed Material for the benefit of Licensee, Rev 20220622
such Authorized Users will be obligated to agree to protect the confidentiality of the Licensed Material to the same extent this Agreement obligates Licensee to protect the confidentiality of the Licensed Material and Licensee will ensure that such Authorized Users are bound by such confidentiality obligations.

Licensee agrees to be liable for any breaches of such Authorized Users of the confidentiality of the Licensed Material.

ARTICLE 10 – TERM AND TERMINATION

10.1License Term. This Agreement will commence on the Effective Date and shall remain in full force through the Initial Term, unless earlier terminated in accordance with this Agreement. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive 1-year terms (each a “Renewal Term”) unless a party provides written notice on non-renewal at least 30 days prior to expiration of the then- current (Initial or Renewal) Term. The Initial Term and Renewal Term(s) shall be collectively referred to as the “Term”.

10.2Termination/Suspension for Default. In the event of any material breach of this Agreement, the non-breaching Party may terminate this Agreement by giving 30 days' prior written notice to the breaching Party; provided, however, that this Agreement shall not terminate if the breaching Party has cured the breach prior to the expiration of such 30-day period and the Agreement continues to remain in effect.

However, if the breaching Party believes that it has performed its best efforts and has cured the breach, and the issuing Party is unreasonable in granting acceptance of the cure, then such dispute shall be resolved in accordance with this Agreement under the dispute resolution provisions of this Agreement. In lieu of termination, the non-breaching Party may suspend performance under this Agreement by such written notice until the breaching Party has cured the breach.

10.3Termination for Insolvency. If (a) insolvency, receivership or bankruptcy proceedings are instituted by or against a Party and are not terminated within 30 days, (b) a Party makes an assignment for the benefit of creditors or (c) a Party admits an inability to pay its debts as they come due, then in any such event the other Party may in its sole discretion terminate this Agreement without notice.

10.4Termination of License. Upon any expiration or termination of this Agreement, the License will terminate, and Licensee shall immediately: a) return the Licensed Materials to Civix or destroy all Licensed Materials in its possession; and b) give Civix written certification that through its best efforts and to the best of its knowledge, Licensee has complied with all of its obligations under this paragraph.

10.5Survival. Except as set forth to the contrary herein, the Parties understand and agree that all terms and conditions of this Agreement, which by reasonable implication contemplate continued performance or compliance beyond the termination of this Agreement (by expiration of the term or otherwise) shall survive such termination and shall continue to be enforceable as provided herein.

ARTICLE 11 – MISCELLANEOUS

11.1Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, excluding any choice of law provisions that may direct the application of any laws of any other jurisdiction. Subject to Section 11.2 (Mediation), the exclusive venue for any dispute or controversy between the Parties will be the state and federal courts located in Wilmington, Delaware, United Rev 20220622
States. The Parties hereby irrevocably consent to jurisdiction and venue in such courts for this purpose, and the Parties waive objection to the jurisdiction and venue being in such courts.

11.2Mediation. If during the course of this Agreement the Parties are unable to resolve any dispute or controversy arising out of or relating to the Agreement, such claims shall first be subject to non-binding mediation as a condition precedent to the initiation of any legal action (either court action or arbitration).

Unless the Parties mutually agree otherwise in writing, the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association in effect at the time of the demand for mediation shall be applied at the mediation. Any such mediation will be located in Wilmington, Delaware, United States.

Demand for mediation shall be made in writing. The Parties agree to share equally the mediator’s fee and any filing fees. Any agreement reached in mediation shall be enforceable and binding upon both Parties.

Each Party agrees to bear its own attorneys’ fees associated with the mediation.

11.3Assignment. Neither Party shall assign any interest in this Agreement by assignment, transfer, or novation, without prior written consent of the other Party; provided, however, that Civix may assign this Agreement (a) to any affiliate of Civix or (b) in connection with an assignment of all or substantially all of Civix’s assets to which this Agreement relates. This provision shall not be construed to prohibit a Party from assigning to any banking, trust company, or other financial institution any money due or to become due from approved contracts without such prior written consent. Notice of any such assignment or transfer shall be furnished to the other Party.

11.4Force Majeure. Neither Licensee nor Civix shall be considered in default in the performance of the obligations hereunder, except with respect to payment of monies hereunder, if such performance is prevented or delayed because of unavailability of labor, war, hostilities, revolution, civil commotion, acts of terrorism, strike, epidemic, accident, fire, wind, flood; or because of any act of God; or for any cause, whether similar or dissimilar, now or hereafter existing, beyond the reasonable control of the Party affected.

The Party suffering a delay in its performance caused by an above described occurrence shall give notice thereof to the other Party as soon as reasonably possible thereafter, and shall use reasonable efforts to overcome such delay. In the event of such an occurrence, the Parties shall consult to determine how to overcome the effect on the Project and shall mutually agree to any equitable adjustment to the compensation due Civix hereunder.

11.5Export. Licensee agrees to abide by any restrictions or conditions respecting the export, re-export, or other transfer of the Licensed Material disclosed and/or licensed to Licensee in accordance with this Agreement that are in effect now or are hereafter imposed by the United States Government, and will not export, re-export, or otherwise transfer the Licensed Material, except in full compliance with all relevant U.S. laws and regulations.

11.6Specific Performance. The provisions of this Agreement are necessary for the protection of the business and goodwill of the Parties and are considered by the Parties to be reasonable for such purpose.

The Parties agree that any breach of this Agreement will cause substantial and irreparable injury, for which monetary damages would not be an adequate remedy, and, therefore, in the event of any such breach, in addition to other remedies which may be available, the Parties shall have the right to seek specific performance and other injunctive and equitable relief, in accordance with the provisions of applicable Delaware law. The Parties further agree that, in the event injunctive relief is sought and to the extent permitted by Delaware law, neither Party should be required to post a bond in order to receive such equitable relief from the issuing Delaware Court. Notwithstanding this agreement, in the event that the Rev 20220622
issuing Court nonetheless requires that a bond be posted, the Parties mutually agree that a bond not exceeding $500.00 is sufficient.

11.7Miscellaneous. This Agreement is the entire agreement of the Parties on the subject matter hereof. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Licensee and Civix with respect to the subject matter hereof. In addition, this Agreement may not be modified or amended unless agreed by the Parties, reduced to writing, and signed by both the Licensee and Civix. Further, if any part of this Agreement is adjudged invalid, illegal or unenforceable, the remaining parts shall not be affected and shall remain in full force and effect. Headings in this Agreement are for convenience only and shall not affect the interpretation thereof.

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IN WITNESS hereof, the Parties have executed this Agreement to be effective on the Effective Date set forth above.

City of Compton Civix
Signature: Signature:

Name: Thomas Thomas Name:

Title: City Manager Title:

Date: Date:

The following attachments constitute a part of this Agreement and are incorporated herein by this reference.

Attachment A – Software License and Support Fees
Attachment B – Hosting
Attachment C – Support
Attachment D – Statement of Work
Rev 20220622

ATTACHMENT A

SOFTWARE LICENSE AND SUPPORT FEES
Total Hours Hourly Rate US $ Amount US $
ABRM GASB Software License
including unlimited users, leases
and entities
Annual $7,500.00*
Partners Managers Supervisory
Staff
Other (specify)
Implementation & Training: 42 hours
All lease evaluation, recommendation,
analysis and data entry as described in
Scope of Work b): 40 hours
Standard .csv export of data for import
into external systems
$200/hr
$200/hr
Included
$8,400.00
$8,000.00**
Included
Subtotal: $23,900.00
Out of Pocket Expenses:

Transportation Other
All implementation and training is
planned to be remote. Onsite work can
be scheduled as needed at additional
expense.

N/A N/A
Total All- Inclusive Maximum
Price for the Services:
$23,900.00
Optional:

Debt Module License
Debt Module Implementation &
Training 16 hours
Annual
One-time
$2,500.00***
$3,200.00
Summary of annual fees:

Investment Analysis
Year 1 $23,900
Year 2 $7,875.00
Year 3 $8,268.75
Year 4 $8,682.19
Year 5 $9,116.30
Total $57,842.23
Annual Support Hours Cap: 80 hours. Licensee’s annual Fees and included annual application support allotment applies to each Contract Year and shall not include unused application support time from prior Contract Years.

Payment Terms
Licensee agrees to pay Civix the Fees in accordance with the payment terms set forth below:
Annual Fees: Due immediately upon signature for Year 1, and annual thereafter upon Anniversary Date
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Fixed Price Services:
oAll services are fixed unless otherwise noted
oDue and payable upon the following:
Contract Award or Notice to Proceed (NTP): 40%
COTS Install and Setup Completion: 20%
UAT Preparation Completion: 30%
Go Live: 10%
Time & Material Services (if not Fixed Price): Billed monthly in arears Additional services ordered during the Term will be invoiced monthly at the above rate following the month services were rendered.

Initial Term
The Initial Term of this Agreement shall commence on the Effective Date and shall remain in full force until Lessee’s 5th Anniversary Date.

Additional Terms and Conditions
Licensee may request additional services via this agreement based on the current hourly rates.

Labor Category Hourly Rate
Senior Product $195.00
Product $150.00
Project $175.00
Technical $150.00
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ATTACHMENT B

HOSTING
Civix agrees to provide Licensee with access to the Software during the Term through a hosted computing environment. Hosting of the Software is provided through the Amazon Web Services (AWS) Cloud.

AWS Cloud
Working with AWS, Civix has developed innovative automations that ensure unique security controls are implemented by default, allowing for streamlined governance across multiple users.

AWS Cloud is designed to host sensitive data, regulated workloads, and address the most stringent U.S. government security and compliance requirements – including the FedRAMP baseline and other compliance regimes. AWS meets the requirements of the most security-sensitive organizations with support for 98 security standards and compliance certifications — more than any other cloud offering.

AWS Security
For decades, Civix has grown and evolved to meet the needs of a public sector that faces significant challenges, including cybersecurity. Keeping data secure while anticipating and mitigating threats is at the heart of everything we do. Our software solutions are built on a foundation of best practices that include:
National Institute of Standards and Technology (NIST) Standards: Aims to align with the most stringent cybersecurity frameworks in the U.S. federal government. Defense-in-Depth Strategies: Implements specific countermeasures in layers to defend against cyber threats and vulnerabilities.
Zero Trust Architecture: Prevents any user or device, inside or outside a network, from accessing an IT system until authenticated and continuously verified through a robust Identity and Access Management program that allows access to only necessary, specified resources. Automated Provisioning: Facilitates end-to-end automation based on specifications, policies, and analytics – without the need for human intervention and opportunities for human error. 24/7/365 Continuous Monitoring: Partners with Optiv, a leading managed security service provider (MSSP), to deliver around-the-clock security monitoring services that ensure preventive and ongoing real-time operational measures.
Best-in-Breed Security Tools: Taps into the power of best-of-breed security tools, such as AWS, CloudFlare, CrowdStrike, Optiv, Qualys, and MimeCast.

AWS Layers of Protection
Rooted in defense-in-depth strategies, Civix’s approach to cybersecurity implements countermeasures in layers to create an aggregated security posture. Drawing on best practices and insights from leading InfoSec experts, our model ensures the most appropriate technologies are applied at every layer.

When it comes to public sector cybersecurity, there isn’t a single solution for defending against attacks.

Cyber threats are continuously evolving, and thus, so is our cybersecurity program. We constantly realign with federal standards and industry best practices, push the bounds of innovation, and invest in partnerships to keep critical infrastructure systems and data secure.

Further information: https://aws.amazon.com/stateandlocal/?hp=tile&tile=industries&wwps-cards.sort- by=item.additionalFields.sortDate&wwps-cards.sort-order=desc Service Level Agreement (“SLA”)

1.Uptime Target. Subject to specifically mentioned exceptions, Civix shall use commercially reasonable efforts to cause the Software to be available through the Hosting 99.5% of the time (“Service Level Target”), as measured on a monthly basis. In the event the Software and Hosting do not meet the Rev 20220622
Service Level Target, Licensee may be eligible to receive a Service Credit in accordance with the procedures described below.

2. “Service Interruption” is defined as either the total loss of Licensee availability to the Software, or the degradation of a specific element or component the Software to an extent by which the Software is not functional for their intended purpose, subject to the exceptions described below.

3.Exceptions. Any interruptions to the Service(s) caused by or during any of the following events or circumstances shall not constitute a Service Interruption hereunder and shall not to be considered and/or included in, or for the purpose of, calculating any Service Credits available under this SLA:
a. During any period where Licensee’s payment of Fees is more than 60 days past due or where Civix has suspended the Agreement for late payment;
b. Incidents outside Civix’s reasonable control, including those described in Section 10.4 of the Agreement;
c. Scheduled maintenance of the Hosting and Software for which Civix has notified Licensee; d. Incidents caused by equipment, software or other technology provided by Licensee or by a third party on behalf of Licensee;
e. Incidents caused by a violation of this agreement, negligence or willful misconduct by Licensee or Licensee agents or employees.

4.Credit Request. If Licensee experiences a Service Interruption, to receive consideration for a Service Credit, Licensee must provide written notice to Civix within 30 days of such Service Interruption. The request should include, at a minimum, the date, time and duration of the Service Interruption. In instances of uncertainty or dispute as to whether an actual Service Interruption has occurred, Civix shall make a final determination with respect to such uncertainty and/or dispute, in good faith, based on its review of data provided by system logs, monitoring reports and configuration records, which Civix shall make available to Licensee at Licensee’s request.

5.Service Credits. For each month, Civix will calculate the percentage of time where the Software was available through the Hosting with no Service Interruptions for which the Licensee has requested credit pursuant to Section 4 of this Service Level Agreement (“Uptime”). For each percent (1.0%) which the Uptime falls below the Service Level Target, Licensee will be entitled to a one-fifth of one percent (0.2%) reduction in the next Annual Fees (each such reduction, a “Service Credit”). For example, if the Uptime for a month were 97.5%, 2.0% below the Service Level Target, Licensee would be entitled to a 0.4% Service Credit on the next Annual Fees.

6.Service Credit Maximum. The parties acknowledge and agree that (a) the maximum Service Credit Licensee may receive for Service Interruptions as described in this SLA shall be no more than 5% of the next Annual Fees, and (b) the Service Credits prescribed under this SLA shall be the sole and exclusive remedy for any and all such Service Interruptions, in each case notwithstanding anything to the contrary in this SLA or elsewhere in this Agreement.

Rev 20220622

ATTACHMENT C

SUPPORT
The software covered by this support agreement includes the Licensed Programs plus any future versions of the Licensed Programs offered by Civix as an incremental upgrade. Future expansion of the system that requires modifications outside the support of the base system is not covered under this agreement.

Software Support Policy Descriptions
In accordance with the terms of this Agreement, Civix will furnish the following support services for the Licensed Programs.

Enhanced Technical Support
Civix has a dedicated 24/7/365 support portal for logging help desk tickets either via a product email address or directly within the support portal. In addition, Civix has a dedicated telephone support phone line (504) 304-0781. A Power User is defined as a trained, advanced user who can troubleshoot basic issues without assistance. Licensee is limited to two (2) designated Power Users at any one time, who will act as the support liaison between the Licensee and Civix. Licensee agrees that support may be provided through electronic communications or telephone support.

Timeliness of Incident Resolution
Civix shall use commercially reasonable efforts to provide modifications or additions to correct errors in the Software reported by Licensee. The level of support that Civix can provide is dependent upon the cooperation of Licensee and the quantity of information that Licensee can provide. Licensee agrees that efforts beyond the Annual Support Hours Cap set forth in Attachment A per Contract Year would not be commercially reasonable.

If the Licensee cannot reproduce a problem or if Civix cannot successfully gather adequate troubleshooting information, Civix will require temporary login access on the licensee’s system to identify and address the problem. This communication capability shall be accessible 24 hours a day, seven days a week.

New Releases
Incremental upgrade releases (not requiring modifications outside the support of the base system) and documentation will be made available for all purchased modules during the term of the Agreement.

Program Enhancements
Enhancement releases (not requiring modifications outside the support of the base system) for the software will be made available for all purchased modules during the term of the Agreement.

Installation Assistance
Support for the proper installation of the current release of the software, and any subsequent patches or updates described above will be made available through remote assistance.

Online Training
Online user training will be made available to Licensee through a web-based interface for up to eight (8) hours each agreement year in order to provide refresher training and support the training of new staff members.

Rev 20220622

ATTACHMENT D

STATEMENT OF WORK

SOFTWARE, SERVICES & ASSUMPTIONS

SOFTWARE
Public Business & Revenue Manager (PBRM) is a broad application providing a range of functionality from core operational processes to the facilitation of data-driven executive decisions. PBRM helps determine revenue streams, ensure accurate billing, reduce inefficiencies, and automate data exchanges.

With predictive and prescriptive capabilities, airports can model adverse conditions, forecast their impact, and use analytics to choose the best recovery strategies. Detailed functionality includes:

Agreement & Company Management
Agreement & Company Management module enables airport staff to administer all aspects of the airport’s relationship with entities that have a business relationship with the airport relative to revenue and non- revenue lease provision details, amendments, billing rates and billing rules, insurance and surety compliance information, and contact management.

GASB 87
GASB 87 training is included in standard ABRM implementation through three previously recorded group training sessions.
The airport is responsible for performing all GASB 87 configuration Licensed Functionality is for one (1) public entity or division (i.e. an airport). Additional entities may be licensed under a separate agreement or addenda for additional fees.

SERVICES
Implementation to include the above referenced modules.

General Assumptions
1) Unless otherwise noted:
a) Pricing will be honored for 90 days from date of proposal 2) Data Migration and Conversion
a) Unless otherwise notes:
i) For new installations (not applicable to upgrade clients), data migration from existing systems into PBRM is the responsibility of the Licensee. However, Civix will assist with this effort by providing Excel templates to import company, contact and some contract information, while the agreement provisions will need to be set up manually.
ii) Licensee will perform all data cleansing and correction.

Project Management & Planning Assumptions
1) The Civix Project Manager has the authority to control and execute the Project Management Plan to keep the project on schedule and within budget.
2) Target dates reflect an approximate project start date. All dates will proportionally shift based on the actual start date of the project.
3) Project schedule recognizes all national holidays (Memorial Day, July 4th, Labor Day, Thanksgiving, and Christmas), but exclude vacation days by Licensee or Civix. 4) Licensee is expected to provide timely responses, approvals, and/or deliverables as indicated in Civix’s Project Management Plan. Delays in receiving such responses might hold up progress and lead to overall schedule delays and additional cost to Licensee. 5) Licensee is expected to attend and provide input at certain key meetings for the purposes of moving the project forward. Delays in attendance might hold up progress and lead to overall schedule delays and additional cost to Licensee.
6) For all hosted solutions, test and production systems will both be cloud hosted. 7) Civix is dependent on Licensee to carry out any required/requested acceptance testing within the agreed-upon timeframes.

Proposal Criteria Civix
Gravit
y
Lease
Query
Visual
Lease
Civi
x Gravity
Lease
Query
Visual
Lease
Civi
x Gravity
Lease
Query
Visual
Lease
Civi
x Gravity
Lease
Query
Visual
Lease Civix Gravity
Lease
Query
Visual
Lease
Abse
nt
1 The proposal/presentation outlines an approach that is tailored based on obtaining an understanding of the City of Compton activities, operating systems, personnel and special needs.
0-5 5 5 5 3 5 5 5 4 5 4 4 5 4 4 5 5 4.75 4.5 4
2 The proposal/presentation outlines the firm's processes for ensuring an efficient and effective process.0-5 5 5 5 5 5 4 5 5 5 4 5 5 4 4 5 5 4.5 4.5 5 3 The proposal showcases the firm’s commitment to
providing quality services by voluntarily adhering to
higher standards of quality.
0-5
4 The proposal/presentation outlines the firm's processes for ensuring on-going access to qualified staff.0-5
5 Is the platform user friendly and appear to be easy to navigate 0-5
6 The proposal/presentation highlights the firms’
commitment to professional training and staff continuity. 0-5 5 5 5 5 5 5 5 3 4 3 3 3 3 3 4 4.67 4.25 4 3.75 7 The proposal/presentation outlines qualifications,
industry experience, and strengths for all partners. 0-5 5 5 2 5 5 5 5 2 5 4 4 3 4 3 3 5 4.75 3.5 3.5 8 The proposal/presentation specifies the strengths of assigned team members as well as their years of prior
experience in the area of Municipal Government
engagement.
0-5 5 5 5 5 5 5 5 3 5 4 4 3 3 3 3 5 4.5 4.25 3.75
9 The proposal/presentation identifies how the firm will comply with applicable industry regulations0-5 5 5 5 5 4 5 5 3 4 3 3 4 3 3 4 4.33 4.25 4 3.75 10 The proposal/presentation provides the firm's
background, client base, licensing information and years in business.
0-5 5 5 5 5 5 5 5 3 4 4 4 3 3 3 3 4.67 4.25 4.25 3.75
23 22.75 21.25 21.519 21 22 19 20 2323 24 25 22 23
5 4 4.5 4.5 4.25
Team Knowledge and Experience 24 25 21 20
4 4 4 4 4 4

3.5 4
4 5 5 4 4 5 5 4
4 4 4 4 4.33 4.755 5 5 4 4

4.67 4.25 4.25 4.25
5 5 1 3 4 5
3 4 4 3 4 45 5 5 4 4
Approach to service Quality
5 5 5 5
Rating Sheet for GASB 87 Implementation Services RFP
Rater #1 Rater #2 Rater #3 Rater #4 Average Rating

Page 1 of 3 ends

Proposal Criteria Civix
Gravit
y
Lease
Query
Visual
Lease
Civi
x Gravity
Lease
Query
Visual
Lease
Civi
x Gravity
Lease
Query
Visual
Lease
Civi
x Gravity
Lease
Query
Visual
Lease Civix Gravity
Lease
Query
Visual
Lease
Rating Sheet for GASB 87 Implementation Services RFP
Rater #1 Rater #2 Rater #3 Rater #4 Average Rating
Value Added Services
11 It is evident that the firm understands our business and our challenges. The firm is committed to being our
business advisor, beyond the audit engagement
0-5 5 5 3 5 5 5 5 3 4 4 4 4 4 4 4 4.67 4.5 4 4
12 Does the platform offer efficient notification systems 0-5 33 3 5 5 5 5 4 4 3 4 3 4 3 5 3.67 4 3.5 4.5 13 Does the platform offer other modules to enhance other areas of needed organization for accounting records such as bonds
0-5 4 4 4 2 5 5 5 3 4 3 4 3 4 3 5 4 4.25 3.75 3.5
14 Does the firm offer sufficient staff training services 0-5 55 5 5 5 5 5 4 4 4 5 3 3 3 5 4.33 4.25 4.25 4.75 15 Does the platform offer a method for staff to review formulas and work being done by firm's staff0-5 4 5 3 3 5 5 5 3 4 3 3 3 3 3 4 4 4.25 3.5 3.25 Scope and Pricing of the Engagement
16 The proposal/presentation clearly provides a framework for the scope, timing, steps and resources to complete the engagement.
0-5 5 5 5 5 5 5 5 3 5 4 4 4 3 3 4 4.67 4.5 4.25 4
17 The proposal specifies the price for the engagement and how it will be billed. 0-5 5 5 5 5 5 5 5 5 5 4 4 3 4 4 4 4.33 4.75 4.5 4.5 18 The proposal addresses all items requested by us
whether verbally or in the RFP 0-5 5 5 5 2 5 5 5 4 4 3 4 3 3 3 4 4.33 4.25 4 3.5 19 The proposed fee is reasonable based on the
experience, unique value and knowledge the firm brings
to the engagement.
0-5 2 4 5 1 2 3 5 4 4 3 5 3 4 3 5 2.33 3.75 4 3.75
20 Provision of 3 minimum references 0-5 5 5 5 5 5 5 4 3 4 4 4 Score criteria should be based on a 1-5 scale. (5-
Excellent, 4-Good, 3-Average, 2-Below Average, and 1-
Unsatisfactory
80 83 79 77 75.7583 68 76 67 67 6478 89 92 95 69Total Points 100 87 91 81

Page 2 of 3 ends

Adequate: Applicant addresses all aspects of the criterion and demonstrates the ability to meet the Government's performance requirements. The Application may contain significant weaknesses and/or a number of minor weaknesses.

Poor: Applicant does not address all aspects of the criterion nor is evidence presented indicating the likelihood of successfully meeting the Government's requirements. Significant weaknesses are demonstrated and clearly outweigh any strengths presented.

Unacceptable: Applicant does not address all aspects of the criterion and the information presented indicates a strong likelihood of failure to meet City’s requirements.

Page 3 of 3 ends

SaaS Services Agreement

1 PAGE
Services:

Access to Gravity (the “Service(s)”) for one year starting the commencement date of the contract.

Annual Service Fees – Year 1:

The Customer has the right to identify up to [ 5] Named Users to have Access to Gravity. The Service Capacity includes:

Item # Service Number of users Fee (USD)
24 Gravity Lease Management
● GASB 87
5 $8,500
Total Service Fees – 12 months 5 $8,500
Item # Service Number of users Fee (USD)
Service Fees for the first year are payable net 30 days after the Effective Date of this agreement Renewals
If the Customer chooses to renew its subscription to Gravity for additional years with the same Service Capacity, then the Service Fees for the following years will be:

Year Annual Services Fee (USD)
Year 2 $8,925
Year 3 $9,371

Service Fees in subsequent years will be governed by the terms and conditions of this SaaS Service Agreement. In subsequent years, Service Fees are payable net 30 days after the renewal date.

Customer: The City of Compton, CA Contact: Sharon Rahban Address: 205 South Willowbrook Ave
Compton, CA 90220
Title: City Controller
E-Mail: [email protected] Phone: (310) 605-5500

2 PAGE
Implementation Services:

Implementation Fee:
(one-time fee):

Service Fee (USD)
Gravity Lease Management $7,500
● Includes data extraction for up to 40 lease contracts

● Measure the reporting requirements for GASB 87

Total Implementation Fees – 12 months $7,500

Implementation fees are payable net 30 days after the Effective Date of this agreement.

Company will use commercially reasonable efforts to provide Customer the services described in the Statement of Work (“SOW”) attached as Exhibit A hereto (“Implementation Services”), and Customer shall pay Company the Implementation Fee in accordance with the terms herein.This SaaS Services Agreement (“Agreement”) is entered into on this _______ day of ________________, 2023 (the “Effective Date”) between IGM Technology Corp. with a place of business at 77 McMurrich St Unit 318, Toronto, Ontario (“Company”), and the Customer listed above (“Customer”). This Agreement includes and incorporates 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 terms of any related purchase order or similar form even if signed by the parties after the date hereof.

IGM Technology Corp.: The City of Compton, CA
By: By:

Name: Name:

Title: Title:

3 PAGE

CITY OF COMPTON
Recommended for Approval:

By _______________________________ Dated: __________ Sharon Rahban Navizadeh, City Controller
City Controller Department

Approved by:

Dated: _______________ By____________________________ Jerry Groomes, City Manager

Approved as to form:

By _______________________________ Dated: __________ Eric Perrodin, City Attorney

ATTEST:

By _______________________________ Dated: __________ Vernell McDaniel, City Clerk

4 PAGE

TERMS AND CONDITIONS

1. SAAS SERVICES AND SUPPORT

1.1 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.

1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the Support Terms attached hereto as 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 the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted 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 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services.

2.3 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 and the administrative and user passwords.

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3. CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1 Each 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 provided by Customer to Company to enable the provision of the Services (“Customer Data”). 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 person 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, 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.

3.2 Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Impleme ntation Services or support, and (c) all intellectual property rights related to any of the foregoing.

3.3 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 Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form 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 additi onal fees in the manner provided herein. Company reserves the right to increase t he Service Fees to reflect inflation and ongoing enhancements applied to the software platform, to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term. 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 will bill through an invoice. Full payment for invoices issued in any given month must be received by Company within 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 taxes based on Company’s net income.

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5. TERM AND TERMINATION

5.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the SaaS Services Agreement , and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

5.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ 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. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentia lity obligations, warranty disclaimers, and limitations of liability.

6. WARRANTY AND DISCLAIMER

6.1 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. 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 reason able 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 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 PA RTICULAR PURPOSE AND NON-INFRINGEMENT.

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7. LIMITATION OF LIABILITY

7.1 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 R ESPONSIBLE

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.

8. MISCELLANEOUS

8.1 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 sub - licensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without 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 that all waivers and modifications must be in a writing signed by both parties, except as o therwise 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 law provisions. Customer agrees to reasonably cooperate with Company to serve as a reference account upon request.

SaaS Services Agreement

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EXHIBIT A
Statement of Work
The Company will provide the following services and comprehensive training:
● Gravity - Implementation Services for Lease Management o Comprehensive On-Line Training
o IGM Consulting Services in setting up and using Gravity to measure and maintain the reporting requirement proposed for GASB 87
o Data extraction services for up to 40 lease contracts

These Implementation Services will be provided to the Customer within six months of the Effective Date. Implementation Services required by the Customer after this time period could be provided by IGM at IGM’s standard consulting services rate.

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EXHIBIT B
Service Level Terms
The Services shall be available 99.9%, 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 one hour, Company will credit Customer 5% of Service fees; 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 24 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. Company will apply any credits accumulated in the prior annual period, towards the Service Fees in the next annual period.

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EXHIBIT C
Support Terms
IGM will provide Technical Support to customer via both telephone and electronic mail Monday – Friday between 6am – 8pm Eastern Time (“Support Hours”).

Customer may initiate a helpdesk ticket during Support Hours by calling IGM’s customer support line or any time by emailing [email protected] Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.

Emergency customer support is available outside of Support hours and can be initiated by calling IGM’s customer support line or emailing [email protected]

Compton City CouncilNovember 7, 2023

Compton City Council
November 7, 2023