Docusign Envelope ID: 1A1971BF-07F3-4889-90BA-6E44E6206BC9
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement ("Agreement") is dated September 21, 2025 ("Effective Date") and is between the City of Manhattan Beach, a California municipal corporation ("City") and ClearGov Inc, a Delaware Corporation ("Consultant"). City and Consultant are sometimes referred to herein as the "Parties" ', and individually as a "Party".
RECITALS
City desires to utilize the services of Consultant as an independent contractor to provide digital budget book and capital budgeting software services.
Consultant represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees.
City desires to retain Consultant and Consultant desires to serve City to perform these services in accordance with the terms and conditions of this Agreement.
The Parties therefore agree as follows:
1. Consultant's Services.
A. Scope of Services. Consultant shall perform the services described in the Scope of Services (the "Services") for digital budget book and capital budgeting software, attached as Exhibit A. City may request, in writing, changes in the Scope of Services to be performed. Any changes to the scope or cost of work must be in writing and mutually agreed upon by the Parties.
B. Party Representatives. For the purposes of this Agreement, the City Representative shall be the City Manager, or such other person designated in writing by the City Manager (the "City Representative"). For the purposes of this Agreement, the Consultant Representative shall be Bryan Burdick, President (the "Consultant Representative"). The Consultant Representative shall directly manage Consultant's Services under this Agreement. Consultant shall not change the Consultant Representative without City's prior written consent.
C. Time for Performance. Consultant shall commence the Services on the Effective Date and shall perform all Services by the deadline established by the City Representative or, if no deadline is established, with reasonable diligence.
D. Standard of Performance. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City.
Personnel. Consultant has, or will secure at its own expense, all personnel required to perform the Services required under this Agreement. All of the Services 2812839v1.doc City of MB Form
Docusign Envelope ID: 1A1971BF-07F3-4889-90BA-6E44E6206BC9 required under this Agreement shall be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such Services.
F. Compliance with Laws. Consultant shall comply with all applicable federal, state and local laws, ordinances, codes, regulations and requirements.
G. Permits and Licenses. Consultant shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of Services under this Agreement, including a business license.
Agreement Documents. The Agreement Documents include this Agreement itself, and all of the following: (i) the Scope of Services (Exhibit A); (i) ClearGov Service Order (Exhibit A-1); ClearGov BCM Services Agreement (Exhibit A- 2); and (iv) Approved Fee Schedule (Exhibit B), all of which are incorporated herein by this reference.
1) No Effect of Click-Through Terms and Conditions. Where Customer or an authorized user is required to "click through" or otherwise accept or be made subject to any online terms and conditions not expressly referenced herein, in accessing or using the Services, such terms and conditions are not binding and shall have no force or effect as to the Services or this Agreement.
2) Order of Precedence. Consultant's Service Order (Exhibit A-1) and Consultant's BCM Service Agreement (Exhibit A-2) shall be subject to all terms of this Agreement. In the event that any terms set forth in the Consultant's Service Order or BCM Service Agreement should conflict in any way with the terms set forth in this Agreement, the terms of this Agreement shall prevail and take precedence.
2. Term of Agreement. The term of this Agreement shall be from the Effective Date through September 20, 2028, unless sooner terminated as provided in Section 12 of this Agreement or extended.
3. Compensation.
A. Compensation. As full compensation for Consultant's Services provided under this Agreement, City shall pay Consultant the total sum of $77,751.80 (the "Maximum Compensation"), as set forth in the Approved Fee Schedule attached hereto as Exhibit B."
B. Expenses. The amount set forth in paragraph 3.A. above includes reimbursement for all expenditures incurred in the performance of this Agreement.
C. Unauthorized Services and Unanticipated Expenses. City will not pay for any services not specified in the Scope of Services, unless the City Council or the City Representative, if applicable, and the Consultant Representative authorize such services in writing prior to Consultant's performance of those services or incurrence of additional expenses. Any additional services authorized by the City Council, or (where authorized) the City Manager shall be compensated at the rates set forth in Exhibit B, or, if not -2-
2812839v1.doc City of MB Form
Docusign Envelope ID: 1A1971BF-07F3-4889-90BA-6E44E6206BC9 specified, at a rate mutually agreed to by the Parties. At the request of the Consultant, the City Council may, in writing, reimburse Consultant for an unanticipated expense at its actual cost. City shall make payment for additional services and expenses in accordance with Section 4 of this Agreement.
Method of Payment.
A. Invoices. Consultant shall submit to City an invoice, on an annual pre-paid basis, for the Services performed pursuant to this Agreement. Each invoice shall itemize the Services rendered during the billing period, hourly rates charged, if applicable, and the amount due. City shall review each invoice and notify Consultant in writing within ten Business days of receipt of any disputed invoice amounts.
B. Payment. City shall pay all undisputed invoice amounts within 30 calendar days after receipt up to the Maximum Compensation set forth in Section 3 of this Agreement. City does not pay interest on past due amounts. City shall not withhold federal payroll, state payroll or other taxes, or other similar deductions, from payments made to Consultant. Notwithstanding the preceding sentence, if Consultant is a nonresident of California, City will withhold the amount required by the Franchise Tax Board pursuant to Revenue and Taxation Code Section 18662 and applicable regulations.
C. Audit of Records. Consultant shall make all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement available during Consultant's regular working hours to City for review and audit by City.
5. Independent contractor. Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalt of City. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its officers, agents or employees are in any manner employees of City.
Information and Documents; Confidentiality.
A. In providing the Services, Consultant shall comply with any and all applicable local, State and federal laws, statutes, standards, policies, and regulations including, but not limited to, the Health Insurance Portability and Accountability Act of 1996, the Americans with Disabilities Act, the Stored Communications Act, 18 U.S.C.
Sections 2701 through 2712, Civil Code Sections 1798.80 through 1798.84, the California Consumer Privacy Act, and the California Privacy Rights Act, Civil Code Section 1798.100, et seq.
B. City's data ("City Data," which shall also be known and treated by Consultant as Confidential Information) shall include City's and/or City officers, officials, employees' and all other authorized users' data, including personally identifiable information ("PIl") if any, collected, accessed, used, processed, stored, generated, or -3-
2812839v1.doc City of MB Form
Docusign Envelope ID: 1A1971BF-07F3-4889-90BA-6E44E6206BC9 otherwise made accessible to Consultant, as the result of or in connection with City's use of the Services. PIl includes, without limitation, any information that identifies an individual, such as an individual's social security number or other government-issued identification number, date of birth, address, telephone number, biometric data, mother's maiden name, email address, credit card information, or an individual's name in combination with any other of the elements listed herein. Personal information also means "personal information" as defined in California Civil Code Section 1798.140. As between City and Consultant, all Customer Data is and shall remain the sole and exclusive property of City and all right, title, and interest in the same belongs to City.
C. Consultant is provided a limited license to access City Data for the sole and exclusive purpose of providing the Services, including a license to collect, process, store, generate, and display City Data only to the extent necessary in the providing of the Services. Consultant shall: (a) keep and maintain City Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Agreement and applicable law to avoid unauthorized access, use, disclosure, or loss; (b) use and disclose City Data solely and exclusively for the purpose of providing the Services in accordance with this Agreement and applicable law; (c) allow access to City Data only to those employees of Consultant who are directly involved with and responsible for providing the Services; and, (d) not use, sell, rent, transfer, distribute, or otherwise disclose or make available City Data for Consultant's own purposes or for the benefit of anyone other than City without City's prior written consent. Consultant may not utilize aggregated data derived from City Data unless it has been made "anonymous" using technology that irreversibly alters data in such a way that the data subject can no longer be identified directly or indirectly, either by the data controller alone or in collaboration with any other party, and such data is thereby rendered "anonymized data" as generally described in ISO 25237:2017, Sections 3.2 and 3.3.
Consultant shall destroy the data comprising such Confidential Information in compliance with the most current version of NIST standard SP800-88, or other standard acceptable to City, and shall certify the same in writing within five (5) calendar days from the date of termination to City.
E. Consultant covenants that all City Data developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed or released by Consultant without prior written authorization by City.
City shall grant such authorization if applicable law requires disclosure. Consultant, its officers, employees, agents, or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. A response to a subpoena or court order shall not be considered "voluntary," provided Consultant gives City notice of such court order or subpoena.
F. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, -4-
2812839v1.doc City of MB Form
Docusign Envelope ID: 1A1971BF-07F3-4889-90BA-6E44E6206BC9 notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City may, but has no obligation to, represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct or rewrite the response.
G. Except as otherwise provided in subparagraph (1), all Data required to be furnished to City in connection with this Agreement shall become City's property, and City may use all or any portion of the Data submitted by Consultant as City deems appropriate.
Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files containing data generated for the Services, surveys, notes, and other documents prepared in the course of providing the Services shall become City's sole property and may be used, reused or otherwise disposed of by City without Consultant's permission. Consultant may take and retain copies of the written products as desired, but the written products shall not be the subject of a copyright application by Consultant.
1) Notwithstanding the foregoing, Customer acknowledges and agrees that the ClearGov Service - as defined in the ClearGov BCM Service Agreement (Exhibit A-2, attached hereto) - and all intellectual property rights in the ClearGov Service are, and shall remain, the sole and exclusive property of ClearGov.
H. Consultant's covenants under this Section shall survive the expiration or termination of this Agreement.
Conflicts of Interest. Consultant affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Services contemplated by this Agreement. Consultant and its officers, employees, associates and subcontractors, if any, shall comply with all conflict of interest statutes of the State of California applicable to Consultant's Services under this Agreement, including the Political Reform Act (Gov. Code § 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant may perform similar Services for other clients, but Consultant and its officers, employees, associates and subcontractors shall not, without the City Representative's prior written approval, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Consultant shall incorporate a clause substantially similar to this Section into any subcontract that Consultant executes in connection with the performance of this Agreement.
Indemnification, Hold Harmless, and Duty to Defend.
A. Indemnities.
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2812839v1.doc City of MB Form
Docusign Envelope ID: 1A1971BF-07F3-4889-90BA-6E44E6206BC9 1) To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, hold harmless and indemnify City and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees"), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith and the payment of all consequential damages (collectively "Liabilities"), in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, consultants or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees as determined by court decision or by the agreement of the Parties.
Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by Indemnitees in connection therewith. 2) Consultant shall pay all required taxes on amounts paid to Consultant under this Agreement, and indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement.
Consultant shall fully comply with the workers' compensation law regarding Consultant and Consultant's employees. Consultant shall indemnify and hold City harmless from any failure of Consultant to comply with applicable workers' compensation laws.
4) City may offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this subparagraph A.2).
Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnity obligations, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Liabilities at law or in equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant's subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, consultants or their officers, agents, servants or employees (or any entity or individual that Consultant's subcontractor shall bear the legal liability -6-
2812839v1.doc City of MB Form
Docusign Envelope ID: 1A1971BF-07F3-4889-90BA-6E44E6206BC9 thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees as determined by court decision or by the agreement of the Parties.
B. Workers' Compensation Acts not Limiting. Consultant's indemnifications and obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers' compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers.
C. Insurance Requirements not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities in this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liabilities, tax, assessment, penalty or interest asserted against City.
D. Survival of Terms. Consultant's indemnifications and obligations under this Section shall survive the expiration or termination of this Agreement.
9. Insurance.
A. Minimum Scope and Limits of Insurance. Consultant shall procure and at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
1) Commercial General Liability Insurance with a minimum limit of $2,000,000.00 per occurrence for bodily injury, personal injury and property damage and a general aggregate limit of $2,000,000.00 per project or location. If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds.
2) Automobile Liability Insurance for any owned, non-owned or hired vehicle used in connection with the performance of this Agreement with a combined single limit of $2,000,000.00 per accident for bodily injury and property damage. If Consultant does not use any owned, non-owned or hired vehicles in the performance of Services under this Agreement, Consultant shall obtain a non-owned auto endorsement to the Commercial General Liability policy required under subparagraph A.1) of this Section. 3) Workers' Compensation Insurance as required by the State of California and Employer's Liability Insurance with a minimum limit of $1,000,000.00 per accident for bodily injury or disease. If Consultant has no employees while performing Services under this Agreement, workers' compensation policy is not required, but Consultant shall execute a declaration that it has no employees. -7-
2812839v1.doc City of MB Form
Docusign Envelope ID: 1A1971BF-07F3-4889-90BA-6E44E6206BC9 4) Professional Liability/Errors and Omissions Insurance with minimum limits of $2,000,000.00 per claim and in aggregate.
5) Cyber Insurance, with a limit of no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.
B. Claims Made Policies. If any of the required policies provide coverage on a claims-made basis:
1) The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
2) Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work.
C. Broader/Higher Coverage. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
Acceptability of Insurers. The insurance policies required under this Section shall be issued by an insurer authorized to write insurance in the State of California with a rating of A:VII or better in the latest edition of the A.M. Best Insurance Rating Guide. Self- insurance shall not be considered to comply with the insurance requirements under this Section.
D. Additional Insured. The commercial general and automobile liability policies shall contain an endorsement naming City and its elected and appointed officials, officers, employees, agents and volunteers as additional insureds. This provision shall also apply to any excess/umbrella liability policies.
E. Primary and Non-Contributing. The insurance policies required under this Section shall apply on a primary non-contributing basis in relation to any other insurance or self-insurance available to City. Any insurance or self-insurance maintained by City, -8-
2812839v1.doc City of MB Form
Docusign Envelope ID: 1A1971BF-07F3-4889-90BA-6E44E6206BC9 its elected and appointed officials, officers, employees, agents or volunteers, shall be in excess of Consultant's insurance and shall not contribute with it.
F. Consultant's Waiver of Subrogation. The insurance policies required under this Section shall not prohibit Consultant and Consultant's employees, agents or subcontractors from waiving the right of subrogation prior to a loss. Consultant hereby waives all rights of subrogation against City.
G. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by City. At City's option, Consultant shall either reduce or eliminate the deductibles or self-insured retentions with respect to City, or Consultant shall procure a bond guaranteeing payment of losses and expenses.
H. Cancellations or Modifications to Coverage. Consultant shall not cancel, reduce or otherwise modify the insurance policies required by this Section during the term of this Agreement. The commercial general and automobile liability policies required under this Agreement shall be endorsed to state that should the issuing insurer cancel the policy before the expiration date, the issuing insurer will endeavor to mail 30 days' prior written notice to City. If any insurance policy required under this Section is canceled or reduced in coverage or limits, Consultant shall, within two Business Days of notice from the insurer, phone, fax or notify City via certified mail, return receipt requested, of the cancellation of or changes to the policy.
I. City Remedy for Noncompliance. If Consultant does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Consultant's policies do not comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Consultant's expense, the premium thereon.
Consultant shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Consultant.
J. Evidence of Insurance. Prior to the performance of Services under this Agreement, Consultant shall furnish City's Risk Manager with a certificate or certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section. The endorsements are subject to City's approval. Consultant may provide complete, certified copies of all required insurance policies to City.
Consultant shall maintain current endorsements on file with City's Risk Manager.
Consultant shall provide proof to City's Risk Manager that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant shall furnish such proof at least two weeks prior to the expiration of the coverages.
K. S Indemnity Requirements not Limiting. Procurement of insurance by Consultant shall not be construed as a limitation of Consultant's liability or as full performance of Consultant's duty to indemnify City under Section 8 of this Agreement. -9-
2812839v1.doc City of MB Form
Docusign Envelope ID: 1A1971BF-07F3-4889-90BA-6E44E6206BC9 Subcontractor Insurance Requirements. Consultant shall require each of its subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section.
10. Mutual Cooperation.
A. City's Cooperation. City shall provide Consultant with all pertinent Data, documents and other requested information as is reasonably available for Consultant's proper performance of the Services required under this Agreement.
B. Consultant's Cooperation. In the event any claim or action is brought against City relating to Consultant's performance of Services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires.
11. Records and Inspections. Consultant shall maintain complete and accurate records with respect to time, costs, expenses, receipts, correspondence, and other such information required by City that relate to the performance of the Services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to City, its designees and representatives at reasonable times, and shall allow City to examine and audit the books and records, to make transcripts therefrom as necessary, and to inspect all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three years after receipt of final payment.
12. Termination of Agreement.
A. Right to Terminate. City may terminate this Agreement as per the options outlined in the Consultant's Service Order (Exhibit A-1) and as otherwise set forth in Sections 12 and 22 of this Agreement.
B. Obligations upon Termination. Consultant shall cease all work under this Agreement on or before the effective date of termination specified in the notice of termination. In the event of City's termination of this Agreement due to no fault or failure of performance by Consultant, City shall pay Consultant based on the percentage of work satisfactorily performed up to the effective date of termination. In no event shall Consultant be entitled to receive more than the amount that would be paid to Consultant for the full performance of the Services required by this Agreement. Consultant shall have no other claim against City by reason of such termination, including any claim for compensation.
13. Force Majeure. Consultant shall not be liable for any failure to perform its obligations under this Agreement if Consultant presents acceptable evidence, in City's sole judgment, that such failure was due to acts of God, embargoes, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, judicial orders, enemy or hostile governmental action, fire or other casualty, or other causes beyond Consultant's reasonable control and not due to any act by Consultant.
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Docusign Envelope ID: 1A1971BF-07F3-4889-90BA-6E44E6206BC9
14. Default.
A. Consultant's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default.
B. In addition to the right to terminate pursuant to Section 12, if the City Manager determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, City shall serve Consultant with written notice of the default. Consultant shall have fifteen calendar days after service upon it of the notice in which to cure the default by rendering a satisfactory performance. In the event that Consultant fails to cure its default within such period of time, City may, notwithstanding any other provision of this Agreement, terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.
15. Notices. Any notice, consent, request, demand, bill, invoice, report or other communication required or permitted under this Agreement shall be in writing and conclusively deemed effective: (a) on personal delivery, (b) on confirmed delivery by courier service during Consultant's and City's regular business hours, or (c) three Business Days after deposit in the United States mail, by first class mail, postage prepaid, and addressed to the Party to be notified as set forth below:
If to City: If to Consultant:
Libby Bretthauer, Finance Director Bryan Burdick, President City of Manhattan Beach ClearGov Inc
1400 Highland Avenue 2 Mill & Main Place, Suite 630
Manhattan Beach, California 90266 Maynard, MA 01754
Telephone: (310) 805-5553 Telephone: (508) 298-8062
Email: [email protected] Email: [email protected] With a courtesy copy to:
Quinn M. Barrow, City Attorney
1400 Highland Avenue
Manhattan Beach, California 90266
Telephone: (310) 802-5061
Email: [email protected]
16. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during -11-
2812839v1.doc City of MB Form
Docusign Envelope ID: 1A1971BF-07F3-4889-90BA-6E44E6206BC9 employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.
17. Prohibition of Assignment and Delegation. Consultant shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City's prior written consent; provided, however, Consultant may assign this Agreement without such consent to any subsidiary or parent company of Consultant or to any successor by way of any merger, consolidation or other corporate reorganization of Consultant or sale of all or substantially all of the assets of Consultant or to an entity that assumes, by sale, license or otherwise, the business activities that are the subject of this Agreement, provided that such subsidiary or parent company or successor assumes or is otherwise fully bound by all of the obligations of Consultant under this Agreement.
Consultant shall provide written notice of any assignment allowed under this provision not less than 30 days after the effective date of such assignment, and shall concurrently provide documentation establishing that such assignee has assumed and is otherwise bound by all obligations of Consultant under this Agreement. Any assignee and/or successor assignee shall comply with this Section. Any attempted assignment or delegation in violation of this Section shall be void and of no effect and shall entitle City to terminate this Agreement.
18. No Third Party Beneficiaries Intended. This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement.
19. Waiver. No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (1) effective unless it is in writing and signed by the Party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states.
20. Final Payment Acceptance Constitutes Release. The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished or relating to Consultant's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents.
21. Corrections. In addition to the above indemnification obligations, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City's review -12-
2812839v1.doc City of MB Form
Docusign Envelope ID: 1A1971BF-07F3-4889-90BA-6E44E6206BC9 of Consultant's report or plans. Should Consultant fail to make such correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction.
22. Non-Appropriation of Funds. Payments to be made to Consultant by City for services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. Notwithstanding any other provision of this Agreement or any Exhibit attached hereto, in the event that City does not appropriate sufficient funds for payment of Consultant's services beyond the current fiscal year, this Agreement shall cover payment for Consultant's services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year.
23. Exhibits. Exhibits A, A-1, A-2 and B constitute a part of this Agreement and are incorporated into this Agreement by this reference. If any inconsistency exists or arises between a provision of this Agreement and a provision of any exhibit, or between a provision of this Agreement and a provision of Consultant's proposal, the provisions of this Agreement shall control.
24. Entire Agreement and Modification of Agreement. This Agreement and all exhibits referred to in this Agreement constitute the final, complete and exclusive statement of the terms of the agreement between the Parties pertaining to the subject matter of this Agreement and supersede all other prior or contemporaneous oral or written understandings and agreements of the Parties. No Party has been induced to enter into this Agreement by, nor is any Party relying on, any representation or warranty except those expressly set forth in this Agreement. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by both Parties.
25. Headings. The headings in this Agreement are included solely for convenience of reference and shall not affect the interpretation of any provision of this Agreement or any of the rights or obligations of the Parties to this Agreement.
26. Word Usage. Unless the context clearly requires otherwise, (a) the words "shall," "will" and "agrees" are mandatory and "may" is permissive; (b) "or" is not exclusive; and (c) "includes" or "including" are not limiting.
27. Time of the Essence. Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement.
28. Business Days. "Business days" means days Manhattan Beach City Hall is open for business.
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2812839v1.doc City of MB Form
Docusign Envelope ID: 1A1971BF-07F3-4889-90BA-6E44E6206BC9
29. Governing Law and Choice of Forum. This Agreement, and any dispute arising from the relationship between the Parties to this Agreement, shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a superior court with geographic jurisdiction over the City of Manhattan Beach.
30. Attorneys' Fees. In any litigation or other proceeding by which a Party seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing Party shall be entitled to recover all attorneys' fees, experts' fees, and other costs actually incurred in connection with such litigation or other proceeding, in addition to all other relief to which that Party may be entitled.
31. Severability. If a court of competent jurisdiction holds any provision of this Agreement to be illegal, invalid or unenforceable for any reason, the validity of and enforceability of the remaining provisions of this Agreement shall not be affected and continue in full force and effect.
32. Counterparts. This Agreement may be executed in multiple counterparts, all of which shall be deemed an original, and all of which will constitute one and the same instrument.
33. Corporate Authority. Each person executing this Agreement on behalf of his or her Party warrants that he or she is duly authorized to execute this Agreement on behalf of that Party and that by such execution, that Party is formally bound to the provisions of this Agreement.
[SIGNATURE PAGE FOLLOWS]
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2812839v1.doc City of MB Form
Docusign Envelope ID: 1A1971BF-07F3-4889-90BA-6E44E6206BC9 The Parties, through their duly authorized representatives are signing this Agreement on the date stated in the introductory clause.
City: Consultant:
City of Manhattan Beach, ClearGov Inc,
a California municipal corporation a Delaware Corporation - Signed by:
By: Bryan A. Burdick
By:
Name: Talyn Mirzakhanian Name: Bryan Burdick
Title: City Manager Title: President
Date: 8/12/2025
ATTEST:
By:
Name: Liza Tamura
Title: City Clerk
Date:
APPROVED AS TO FORM:
- DocuSigned by:
By Guinn M. Barrow, City Attorney
C246GE263545445
Vame: Quinn M. Barrov
Title: City Attorney
Date: 8/13/2025
APPROVED AS TO FISCAL IMPACT:
- Signed by:
By: _ Lilly Bretthauer
Namer Libby Bretthauer
Title: Finance Director
Date: 8/12/2025
APPROVED AS TO CONTENT:
- Signed by:
Lilly Bretthaver
By:
Name Libby Bretthauer
Title: Finance Director
Date: 8/12/2025
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2812839v1.doc City of MB Form
Docusign Envelope ID: 1A1971BF-07F3-4889-90BA-6E44E6206BC9
EXHIBIT A
SCOPE OF SERVICES
CLEARGOV SOLUTIONS OVERVIEW
1. ClearGov Digital Budget Book
• Offers an easy and fast way to build an award winning budget book.
Automatically generates a professionally formatted template that's pre- populated with the City's financials, capital request data, charts, and more. • Enables the budget team to work collaboratively to fill in the details. • Built to GOA guidelines, optimized to ADA standards and designed to be mobile- friendly.
2. ClearGov Capital Budgeting
• Provides an easy way to create a new capital budget with just a few clicks, automatically carrying forward all historical request information. • Automated workflows collect, organize and present capital requests in an intuitive dashboard with the ability to filter by department, funding source, request type and more.
• Leverage capital request template forms and create custom forms. • Creates unlimited multi-year scenario plans to optimize capital utilization. • Score and ranks capital requests based on custom criteria to prioritize requests. • Historical CIP Data Integration: Platform will support the import and analysis of nistorical capital improvement project (CIP) data for multi-year planning and trend analysis. Dashboards must offer tiered access for departments, Finance, and executive leadership.
• Dashboard Customization: Capital Budgeting dashboard will support filtering by fiscal year, department, funding source, project type and status. • Strategic Plan & Policy Alignment Fields: Capital request forms will be customizable to include fields for alignment with: City Council priorities, General Plan goals and • Multi-Year Scenario Planning (5-Year Minimum): Scenario planning will support shifting of project funding across at least five fiscal years and will allow users to compare and analyze alternative funding strategies.
• Customizable Project Scoring & Ranking: Will support user-defined ranking criteria with weighted scoring. Criteria will support prioritization by service impact, compliance, equity, urgency, etc.
• Robust Request Documentation and Audit Trail: Digital request forms will allow attachments (e.g., images, cost estimates, supporting studies). All submissions will maintain a digital audit trail with user, date/time stamp, and version tracking.
A-1
Docusign Envelope ID: 1A1971BF-07F3-4889-90BA-6E44E6206BC9 • Scenario Export and Reporting Tools: Scenario outputs and dashboards will be exportable to Excel, PDF, or embeddable into presentations. And will automatically generate report templates for project summaries and funding tables. • Integration with Budget Book: Capital request summaries and scenario outputs will sync with the Digital Budget Book to auto-populate the CIP section. • Compliance with GOA Best Practices: ClearGov will support GFOA-recommended practices for long-term capital planning, transparency and public-facing financial documentation.
• Training, Mapping Support, and Data Review: ClearGov will provide onboarding support including: mapping of legacy capital project data, implementation and configuration workshops and support for revisions to data structures based on City feedback.
A-2
Docusign Envelope ID: 1A1971BF-07F3-4889-90BA-6E44E6206BC9 Digital Budget Book
Build an Award-Winning Budget Book in a Fraction of the Time The annual budget book is the most A ClearCov •0--
Annual Buspet 5724-25 /
important, public-facing policy document. It
should be polished, professionally formatted,
Annual Budget FY2024 - 2025
and accessible to as many residents and Horoville, MA
stakeholders as possible. And, ideally, it
should be easy and efficient to produce.
ClearGov Digital Budget Book is the
industry's first website-based solution that
automates most of the budget book creation
process using templates and data-driven
charts and tables. It meets GOA and ASBO
award criteria and delivers new levels of
clarity, engagement and understanding for
your citizens.
V Web, Mobile & PDF Versions V Team Collaboration
v Customizable Pages V Automatic Data Updates
/ Auto-generated Content V Chart Builder
V GOA & CSMFO Award Checklists V And more...
"We are proud to have won a GOA award for our
latest budget book that we created with ClearGov's
Digital Budget Book. One GFOA reviewer even gave
us an Outstanding rating for Document-wide
Criteria and noted: 'The new software they have
implemented is great. Graphics, charts, formatting:
all exceptional. Outstanding as a communication
device.' We are thankful to ClearGov for all of their
support throughout the process."
STATE OF OFFO
Janet Holman
Financial System Manager
Montgomery County, OH
A-3
Docusign Envelope ID: 1A1971BF-07F3-4889-90BA-6E44E6206BC9 •0-
Budget Book Builder
ClearGov Digital Budget Book helps produce
an interactive and engaging budget book in a
fraction of the time it takes to complete
manually. It creates a beautiful online
document with flexible pages that are easy to
use, ADA-compliant, and fully customizable
- no developer or designer needed.
• Customizable pages: Saves time with templated pages or easily create your own.
Customize each page with text, charts, images, and more. • Team collaboration: Invite unlimited team members to easily add content to their assigned sections to streamline collaboration and improve efficiency. • GFOA & CSMFO Award checklists: A built-in checklist helps you create an award- winning book easily for the GOA Distinguished Budget Presentation Award or the CSMFO Operating Budget Excellence Award.
• Web, mobile & PDF versions: Provides the best of all worlds to present City's budget book — website, mobile, and PDF formats — to exceed public expectations for optimal viewing.
Auto-generated Charts, Graphs, and More
Demographics
ClearGov automatically generates charts,
Population
graphs, financial pages and more using City's
budget data - providing a profound head 899, 73,694 051% start in content creation.
• Page creation: Pages are pre-built with easy-
to-edit template panels to add narratives that
tell a story. Easily adds financial pages and 84,968
more that are automatically created using
ichardor
City's budget data.
• Auto-generated graphs: Pages include compelling, colorful graphs to complement the data and to help visualize the numbers for each section of the budget. • Auto-translate: Built-in Google Translate functionality will automatically translate your budget book narrative into Spanish, French, Portuguese or more than 100 other languages.
A-4
Docusign Envelope ID: 1A1971BF-07F3-4889-90BA-6E44E6206BC9 General Fund
Automatic Data Updates
Revenue and expense data are automatically
updatedthroughout the Digital Budget Book
as the numbers change, eliminating errors
and saving time - especially valuable for
those inevitable last-minute tweaks.
• Dynamic figures: Easily embed budget numbers into the narrative which automatically updates whenever budget changes. No more searching through 300 pages to find and replace outdated figures manually.
• Smart charts: Auto-generated charts and graphs also update automatically, and they're interactive to help provide a complete picture of the budget. • Integrated budget: Digital Budget Book syncs directly with ClearGov Operational Budgeting to leverage budget data, or easily edit budget versions and manage data for instant updates.
Why does Manhattan Beach need this?
• The short-cut you always wanted: One simple click generates a fully formatted framework that's automatically populated with the City's financial data, along with pre- built charts, tables and graphs, and even some pre-written content. It allows City's to simply fill in the blanks and customize the content as you see fit. • Improve accuracy: The more spreadsheets that need to be managed, the greater the margin of error. ClearGov's digital-first approach is automated, templated, and paperless so Cities can stop manually collecting, merging, and managing all the input from other departments.
• Save time and aggravation: Recreating charts, tables, and graphs from spreadsheets every time a figure changes is not only tedious, it's inefficient. With ClearGov, every time a number changes in the budget, all of the applicable charts, tables and graphs are updated automatically.
• Print on demand: Printing a budget book is expensive and often out of date before the ink dries. ClearGov enables Cities and citizens to print specific sections or the entire budget book - which saves both time and money.
• GOA kudos: ClearGov's Digital Budget Book is structured to meet GOA best practice guidelines. In fact, there is a GOA checklist built right in, so you can check off each Distinguished Budget Award Presentation requirement as you complete it.
A-5
Docusign Envelope ID: 1A1971BF-07F3-4889-90BA-6E44E6206BC9 Capital Budgeting
Streamline capital budgeting from requests to ribbon cutting.
Capital planning doesn't have to be ¿ ClearGov •..-
Caperal Corts
complicated and doesn't need to be manual.
7.5 ClearGov Capital Budgeting is the first cloud- Carla Vola ta Tre based solution specifically designed for local
governments that streamlines requests,
provides a multi-year scenario optimization
process, and generates a project overview
page for each capital request.
»to Cole
v Capital Budgeting Dashboard V Unlimited Contributors
/ Capital Request Manager V Project Request Templates
V Request Scoring & Ranking V Integrated Report Builder V Unlimited Scenario Planning V And more...
"Our CIP team absolutely loves the capital
budgeting product. They love the fact that they
can import our projects into it, and we can show
our citizens this information. We are going to
use the Transparency project pages so that our
citizens can get updates on our projects."
Christin Lindsey
Senior Budget Analyst
Pflugerville, TX
A-6
Docusign Envelope ID: 1A1971BF-07F3-4889-90BA-6E44E6206BC9 •ClearGov •.-
FY2024 Capital Budget
Capital Requests
The Capital Request function is a dashboard-
driven tool that automates and optimizes the
process of collecting, organizing, and reporting
capital requests across all departments and
automatically populates the City's capital plan.
Think of it as a modern, digital-first solution to an
xux
age-old, paper problem.
• Digitize requests: Save some trees with a simple online form that captures and submits requests electronically.
• Customize form(s): Easily customize the default templates with a few simple clicks to precisely fit your needs and preferences. Create as many different form types as you need. • Automate workflow: Initiate, collect, track, and manage all requests online, even set triggered reminders for department staff.
• Digital audit trail: Departments can easily attach pictures, PDFs, and other supplemental materials to their digital request form. These materials travel with the request, so they're always just a click away.
• View capital requests at-a-glance: Report and review requests by department, funding source, fiscal year, and more — all from an intuitive dashboard.
Scenario Planning
Cost cantal mudaame
All capital request data is automatically integrated
into the Scenarios functionality. Powerful but
simple tools enable you to easily and visually
identify how your expected funding matches up
against all of the requests. Scenarios makes it
point-and-click easy to examine multiple
scenarios to help make insightful decisions about
which projects you need and can afford to fund.
• Unlimited scenarios: Easily create, analyze and compare multiple scenario plans to propose and optimize your capital budget - both near and long term. • Scoring and ranking: Assign priorities and ratings to each project based on how they directly impact your key strategic initiatives.
• Shift funding assumptions: Can't afford to completely fund a project in one year...no problem.
ClearGov Capital Budgeting enables you to spread funding assumptions across multiple years and explore multi-year what-if scenarios.
A-7
Docusign Envelope ID: 1A1971BF-07F3-4889-90BA-6E44E6206BC9 •0-
PY2024 Capital Budget!.
Capital Budgeting Dashboard
The Capital Budgeting dashboard centralizes
29.-- $1,909,000 _ $1,471,750
everything you need to plan and present your
budget and provide deeper insight into capital
requests. Use filters to visualize the data from
multiple angles while you review capital costs,
funding sources, operational costs, cost savings
and project revenue.
• Robust filtering: Immediately see the impact of capital requests on your budget from multiple angles. Filter your dashboard by department, year, request type and more. • Auto-generated graphs: View your capital budget data with auto-generated charts that can be downloaded instantly to be used in presentations or shared with stakeholders. • Analyze requests: Easily click on a request to drill down into the details to see pictures, attachments and a cost breakdown.
Why does Manhattan Beach need this?
• It's so much more efficient: The sooner you automate outdated manual processes, the more efficiently you can govern. Once you streamline the tedious task of organizing your capital requests, you'll have more time and energy to invest in one of the most critical components of good governance — strategic planning.
• Eliminate the paper chase: Instead of chasing down paper requests and slogging through the data entry process, you can kick off each new request cycle with a click. • Critical insights: Leverage scenario planning to understand the true impact of key capital projects in both the short term and over time.
• Shine a spotlight on capital improvements: A good chunk of every tax dollar funds important CIPs in your community — things like new construction, improvements to infrastructure, and other key initiatives. Keep residents (and the press) informed about the issues they care about most.
• Synchronized budgeting: ClearGov's Capital Budgeting syncs directly with ClearGov Operational Budgeting to further streamline the overall annual budgeting process. Capital Budgeting also syncs with and automatically generates a capital request summary with detail pages for each department/request for your ClearGov Digital Budget Book.
A-8
Docusign Envelope ID: 1A1971BF-07F3-4889-90BA-6E44E6206BC9
CLEARGOV AND CITY/CLIENT RESPONSIBILITIES
ClearGov Responsibilities:
1. ClearGov will maintain active ClearGov Service subscription(s) as of the applicable Start Date(s) though the term date of this Agreement. ClearGov will maintain the existing Admin User accounts, and the City Admin Users will be responsible for creating additional User accounts.
2. ClearGov will assign an Implementation Manager (IM) responsible for managing the upgrade from the existing legacy system (Digital Budget Book) to the new system through ClearDocs. The City will be responsible for the project import process.
ClearGov IM will coordinate with other ClearGov resources, as necessary, for support to the City
3. ClearGov IM will provide a Kickoff Call scheduling link to the City's Primary Contact.
City should schedule Kickoff Call within two weeks after this agreement has been executed.
4. If City is subscribing to any products that require data onboarding:
i. ClearGov IM will provide a Data Discovery Call scheduling link to the City's Primary Contact. City should schedule Data Discovery Call based on the availability of City's staff.
ii. ClearGov will provide City with financial data requirements and instructions, based on the ClearGov Service subscription(s).
iii. ClearGov will review financial data files and confirm that data is complete, or request additional information, if necessary. Once complete financial data files have been received, ClearGov will format the data, upload it to the ClearGov platform and complete an initial mapping of the data. iv. After initial mapping, ClearGov will schedule a Data Review call with a ClearGov Data Onboarding Consultant (DOC), who will present how the data was mapped, ask for feedback, and address open questions. Depending upon City feedback and the complexity of data mapping requests, there may be additional follow-up calls or emails required to complete the data onboarding process.
5. ClearGov will inform City of all training, learning, and support options. ClearGov recommends all Users attend ClearGov Academy training sessions and/or read Support Center articles before using the ClearGov Service to ensure a quick ramp and success. As needed, ClearGov will design and deliver customized remote training and configuration workshops for Admins and one for End Users - via video conference - and these sessions will be recorded for future reference.
6. ClearGov will make commercially reasonable efforts to complete the upgrade to the new system through ClearDocs in a timely fashion, provided City submits requested data in a similarly timely fashion. Any delay by City in meeting these deliverable requirements may result in a delayed implementation process. Any such delay shall not affect or change the Service Period(s) as set forth in this Agreement.
A-9
Docusign Envelope ID: 1A1971BF-07F3-4889-90BA-6E44E6206BC9 City/Client Responsibilities:
1. City's Primary Contact will coordinate the necessary personnel to attend the Kickoff and Data Discovery Calls within two weeks after this agreement has been executed.
If City needs to change the date/time of either of these calls, the Primary Contact Will notify the ClearGov IM at least one business day in advance.
2. If City is subscribing to any products that require data onboarding:
a. City will provide a complete set of requested financial data files (revenue, expense, chart of accounts, etc.) to ClearGov in accordance with the requirements provided by ClearGov.
b. City's Primary Contact will coordinate the necessary personnel to attend the Data Discovery and Data Review calls. It is recommended that all stakeholders with input on how data should be mapped should attend. Based on these calls and any subsequent internal review, City shall provide a detailed list of data mapping requirements and requested changes to data mapping drafts in a timely manner, and City will approve the final data mapping, once completed to City's satisfaction.
3. City will complete recommended on-demand training modules in advance of customized training & configuration workshops.
4. City shall be solely responsible for importing and/or inputting applicable text narrative, custom graphics, performance metrics, capital requests, personnel data, and other such information for capital budget, personnel budget, budget books, projects, dashboards, etc.
A-10
Docusign Envelope ID: 1A1971BF-07F3-4889-90BA-6E44E6206BC9 EXHIBIT A-1
ClearGov Service Order
[SERVICE ORDER PAGES FOLLOW]
Docusign Envelope ID: 1A1971BF-07F3-4889-90BA-6E44E6206BC9 & ClearGov® Service Order Renewal
2 Mill & Main; Suite 630; Maynard, MA 01754
Created by Mark Werner Order Date Aug 7, 2025
Contact Phone 610-741-9261
Order valid if signed by Aug 31, 2025
Contact Email [email protected]
Customer Information
Customer City of Manhattan Beach Contact Talyn Mirzakhanian Billing Contact Talyn Mirzakhanian Address 1400 Highland Avenue Title City Manager Title City Manager City, St, Zip Manhattan Beach, CA 90266 Email [email protected] Email [email protected] Phone (310) 802-5000 PO # (If any)
The Services you will receive and the Fees for those Services are...
Subscription Services Tier Service Fees
ClearGov Capital Budgeting - Civic Edition Tier 4 $ 16,431.59 ClearGov Digital Budget Book - Civic Edition Tier 4 $ 15,012.25 ClearGov BCM Bundle Discount: Discount for bundled BCM solutions Tier 4 $ (6,288.77) Total ClearGov Subscription Service Fee - Billed ANNUALLY IN ADVANCE $ 25,155.07 ClearGov will provide your Services according to this schedule...
Period Start Date End Date Description
Initial Sep 21, 2025 Sep 20, 2028 | ClearGov Subscription Services To be clear, you will be billed as follows...
Billing Date(s) Amount(s) Notes
Sep 21, 2025 $25,155.07 Annual Subscription Fee
Sep 21, 2026 $25,909.72 Annual Subscription Fee
Sep 21, 2027 $26,687.01 Annual Subscription Fee
Billing Terms and Conditions
Valid Until Aug 31, 2025 Pricing set forth herein is valid only if ClearGov Service Order is executed on or before this date.
Payment Net 30 All invoices are due Net 30 days from the date of invoice.
Initial Period
Rate Increase 3% per annum During the Initial Service Period, the Annual Subscription Service Fee shall automatically increase by this amount.
General Terms & Conditions
Customer Satisfactior During the first thirty (30) days of the Service, Customer shall have the option to terminate the Service, by providing written notice.
Guaranter immediately that Customer shal bes gie or a fur relisa ion ge applical open ceremination shall become effective The Service Fees and Billing amounts set forth above in this ClearGov Service Order DO NOT include applicable taxes. Ir Taxes accordance with the laws of the applicable state, in the event that sales, use or other taxes apply to this transaction, ClearGov shall include such taxes on applicable invoices and Customer is solely responsible for such taxes, unless documentation is provided to Subject to the termination rights and obligations set forth in the ClearGov BCM Service Agreement and the Professional Services Agreement dated September 21, 2025, this ClearGov Service Order commences upon the Order Date set forth herein and shall continue until the completion of the Service Period(s) for the Service(s) set forth herein, Each Service shall commence upon the Term & Termination
Start Date set forth herein and shall continue until the completion of the applicable Service Period. To be clear, Customer shall have henquire to Tenuil Te this Service Order on an annual basis by providing notice at least sixty (60) days prior to the end of the As of 9/21/25, this ClearGov Service Order supersedes the ClearGov Service Order with an Order Date of 6/13/23, (the "Original Original Service Order Service Order'). The Original Service Order shall be null and void as of 9/21/25.
Docusign Envelope ID: 1A1971BF-07F3-4889-90BA-6E44E6206BC9 The signature herein affirms your commitment to pay for the Service(s) ordered in accordance with the terms set forth in this Agreement
Customer ClearGov, Inc.
Signature Signature
Name Talyn Mirzakhanian Name Bryan A. Burdick
Title City Manager Title President
Please e-mail signed Service Order to [email protected] or Fax to (774) 759-3045 Order type (ClearGov internal use only)
Select Order Type for this Service Order RN If XS: Original Service Order Date Docusign Envelope ID: 1A1971BF-07F3-4889-90BA-6E44E6206BC9 EXHIBIT A-2
(ClearGov BCM Service Agreement)
[BCM SERVICE AGREEMENT PAGES FOLLOW]
Docusign Envelope ID: 1A1971BF-07F3-4889-90BA-6E44E6206BC9 ¿Clear Gov ClearGov BCM Service Agreement
This ClearGov BCM Service Agreement (the "Agreement" is made and Customer Data specifically excludes ClearGov Data as well as entered into by and between ClearGov, Inc. ( "ClearGov"), a Delaware any anonymized, customized, modified or derivative works corporation with its principal offices at 2 Mill & Main; Suite 630, related to the Customer Data.
Maynard, MA 01754 and Customer (as defined in the applicable 1.9) "Customer State" means the state, commonwealth or ClearGov Service Order) (each a "Party" and collectively the territory in which the Customer is located. "Parties"). This Agreement governs the terms and conditions under 1.10) "Customer Web Site" means any Web site owned and which Customer may utilize the ClearGov Service as set forth herein and operated by Customer. as specified in one or more applicable ClearGov Service Order(s) 1.11) "Documentation" means any accompanying proprietary executed by Customer in connection herewith and incorporated herein documentation made available to Customer by ClearGov for (the "ClearGov Service Order(s)"). In event of any conflict between use with the ClearGov Service, including any documentation the terms set forth in this Agreement and any terms or conditions of available online or otherwise. any applicable ClearGov Service Order, the terms of the applicable 1.12) "Professional Services Agreement" means that certain ClearGov Service Order shall prevail. Professional Services Agreement between Customer and ClearGov dated September 21, 2025.
WHEREAS ClearGov owns and operates the ClearGov Service, a Web- 1.13) ""Sensitive Data" means any Customer Data that may based SaaS solution that includes a variety of ClearGov App(s) and reasonably be deemed sensitive and/or private in nature, provides various features and functionality via such ClearGov App(s); including but not limited to personal wage garnishments, individual healthcare-related expenses, data protected by HIPAA, etc.
WHEREAS Customer wishes to utilize the ClearGov Service in order to 1.14) "Software" means the source code and/or other code which convey fiscal budget, key metrics and other information to the public as are material elements of the ClearGov Apps and ClearGov well as to leverage the functionality of such ClearGov App(s); Service.
NOW THEREFORE, in consideration of the mutual covenants contained 2) Service Usage & Licenses. herein and other good and valuable consideration, the receipt and 2.1) Account Password and Security. Customer shall protect its sufficiency of which are hereby acknowledged, ClearGov and Customer passwords and take full responsibility for Customer's own, as hereby agree as follows: well as any third-party, use of the Customer Accounts).
Customer is solely responsible for any and all activities that occur under such Customer Account(s), except for any
1) Definitions. Capitalized terms used in this Agreement, and not activities performed by ClearGov as set forth herein. Customer otherwise defined herein, shall have the following meanings: agrees to notify ClearGov immediately upon learning of any
1.1) "Account" means an access point for the ClearGov Service unauthorized use of a Customer Account or any other breach that requires registration by the Customer. of security. From time to time, ClearGov's support staff may
1.2) "ClearGov API" means an application programming log in to the Customer Account in order to maintain or interface that provides access to specified content and improve service, including providing Customer assistance with functionality within certain ClearGov Apps. technical or billing issues. Customer hereby acknowledges and
1.3) "ClearGov Apps" means collectively all of the Web
applications hosted by ClearGov and available via the 2.2) ClearGov License. Subject to the terms and conditions of this ClearGov Service, including but not limited to the applications Agreement and as specifically set forth in the applicable listed in any applicable ClearGov Service Order. All features, ClearGov Service Order(s), ClearGov grants Customer a functionality, reports, etc. for each ClearGov App are included limited, revocable, non-exclusive, non-transferable, non- as material elements of the applicable ClearGov App. distributable, worldwide license to utilize the ClearGov Service ClearGov may modify, combine, add or delete ClearGov Apps for the following functionality:
from the ClearGov Service from time to time at its sole a) Content Delivery. Customer may integrate, link and discretion, provided that in the event that ClearGov publish applicable public-facing content from the terminates or deletes any ClearGov App to which Customer is applicable ClearGov Apps within one or more Customer actively subscribing, ClearGov shall provide a pro-rata refund for the applicable portion of the Subscription Service Fee for b) Application Access. Customer may access the ClearGov the remainder of the then current Service Period. Apps via Customer's Account to utilize the functionality
1.4) "ClearGov Data" means any aggregated and normalized key provided within such ClearGov Apps; and metrics and benchmarking data collected by ClearGov for the c) API Access. Customer may access the ClearGov API to delivery of the ClearGov Service. distribute and display public-facing content from the
1.5) "ClearGov Service" means the complete set of ClearGov ClearGov Apps within one or more Customer Web Site(s). software and related materials including but not limited to the 3) Term and Termination.
ClearGov Apps, ClearGov Data, ClearGov Web Site, the
Documentation and the Software. 3.1) Term. The duration of this Agreement shall be defined in
1.6) "ClearGov Web Site" means the Web site owned and accordance with the Term set forth in all applicable Service operated by ClearGov and made available at the following Order(s) and Professional Services Agreement. The Term URL: http://www.ClearGov.com and/or any successor site(s). shall commence upon the Start Date set forth in the first
1.7) "Customer PDF" means one or more PDF files of Customer's ClearGov Service Order executed between the Parties and digital documents created by Customer using the ClearGov shall continue in full force and effect until the termination or Apps. expiration of all applicable ClearGov Service Orders) (the "Customer Data" means any data provided to ClearGov by
or on behalf of Customer or any data entered or uploaded 3.2) Termination. This Agreement and/or any applicable ClearGov into the ClearGov Service by or on behalf of Customer, Service Order may be terminated prior to the expiration of the including Sensitive Data entered or provided by Customer.
ClearGov, Inc. Service Agreement ver. 02.02.23 Page 1 of 4 Docusign Envelope ID: 1A1971BF-07F3-4889-90BA-6E44E6206BC9 term as follows: of performing its obligations under this Agreement shall be a) Either Party may terminate this Agreement if the other exclusively owned by that Party and the other Party shall Party fails to cure a material breach of the Agreement cooperate with any reasonable requests to execute within fifteen (15) days after receipt of written notice documents confirming such ownership. thereof. Data Ownership and License.
b) Either Party may terminate this Agreement if the other a) Customer represents and warrants that it has obtained all Party is involved in insolvency proceedings, receivership, data subjects' consent or otherwise has the full legal right bankruptcy, or assignment for the benefit of creditors. necessary to provide the Customer Data to ClearGov for c) Customer may terminate this Agreement without penalty ClearGov's use as contemplated by this Agreement. due to nonappropriation of funds, in accordance with the Customer acknowledges that ClearGov shall have no legal provisions of the Professional Services Agreement. liability for its use and/or the display of the Customer Data Either Party may terminate this Agreement as set forth in as contemplated by this Agreement, subject to ClearGov's the Professional Services Agreement and/or any compliance with all applicable federal and state laws applicable ClearGov Service Order(s). relating to data privacy, security and confidentiality, Obligations. Upon expiration or termination of this including but not limited to as set forth in the Professional Services Agreement.
a) Each Party shall promptly return to the other all of the b) Customer represents and warrants that Customer shall Confidential Information of the other Party in its not provide or enter Sensitive Data to be displayed in any possession or control; publicly available element of the ClearGov Service. To the Customer shall cease use of the ClearGov Service and extent that Customer enters or uploads any Sensitive Data shall remove all links from the Customer Web Site(s) to into the ClearGov Service, Customer shall assume full any content provided by the ClearGov Apps, provided that responsibility for the disclosure of such Sensitive Data.
Customer may continue to provide access to any ClearGov is under no obligation to review and/or verify Customer PDF(s). Customer shall be solely responsible for whether or not Customer Data includes Sensitive Data. hosting and delivering such Customer PDF(s) as well as c) Customer Data shall remain the property of Customer, any ongoing costs for doing so; and and Customer hereby grants ClearGov a limited, Any outstanding fees for satisfactory performance shall perpetual, irrevocable and royalty-free right to use, copy, become immediately due and payable, and termination of modify, and display the Customer Data within any this Agreement shall not relieve Customer from its ClearGov App(s) and for the purpose of providing the obligation to pay to ClearGov any such fees. ClearGov Service.
Survival. Sections 3.3, 3.4 and 4 through 8 inclusive shall Proprietary Rights Notice. The ClearGov Service and all survive any termination or expiration of this Agreement. intellectual property rights in the ClearGov Service are, and shall remain, the property of ClearGov. All rights in and to the 4) Fees and Billing. ClearGov Service not expressly granted to Customer in this Fees. Customer shall pay the Fees in accordance with the Agreement are hereby expressly reserved and retained by terms set forth in the applicable ClearGov Service Order, ClearGov without restriction, including, without limitation, subiect to the not-to-exceed amount set forth in the ClearGov's right to sole ownership of the ClearGov API, Professional Services Agreement. ClearGov Apps, ClearGov Data, ClearGov Web Site, Interest and Collections. Customer will be charged $50 for Documentation and Software. Without limiting the generality payments by checks that are returned due to insufficient of the foregoing, Customer agrees not to (and to not allow funds. Any late payments will accrue interest equal to one any third party to): (a) sublicense, copy, distribute, rent, and one-half percent (1.5%) per month, or the maximum lease, lend or use the ClearGov Service outside of the scope amount allowable under law, whichever is less, compounded of the license granted herein or make the ClearGov Service monthly. ClearGov shall be entitled to recover all reasonable available to any third party or use the ClearGov Service on a costs of collection (including agency fees, attorneys fees, in- service bureau time sharing basis; (b) copy, modify, adapt, house counsel costs, expenses and costs) incurred in translate, prepare derivative works from, reverse engineer, attempting to collect payment from Customer. disassemble, or decompile the ClearGov Service or otherwise
4.3) Taxes. Customer is solely responsible for all applicable sales, attempt to discover or reconstruct any source code, use and other taxes and similar charges based on or arising underlying ideas, algorithms, file formats, program interfaces from this Agreement or any ClearGov Service Order, In the or other trade secrets related to the ClearGov Service; (c) use event that Customer is exempt from sales tax, Customer will the trademarks, trade names, service marks, logos, domain provide ClearGov with a tax-exempt certificate upon request. names and other distinctive brand features or any copyright or other proprietary rights associated with the ClearGov 5) Intellectual Property.
Service for any purpose without the express written consent
5.1) General. Both Parties may only use the other Party's of ClearGov; (d) register, attempt to register, or assist anyone else to register any trademark, trade name, service marks, logos, domain names and other distinctive brand features, modify either Party's ownership rights in any preexisting or copyrights or other proprietary rights associated with future works, trademarks, copyrights or technologies ClearGov other than in the name of ClearGov; or (e) modify, developed or created by either Party, including without remove, obscure, or alter any notice of copyright, trademark, limitation, their respective proprietary software used in or other proprietary right or legend appearing in or on any connection with the development and provision of their item included with the ClearGov Service. If the use of the respective Web sites, databases, systems, products and/or ClearGov Service is being purchased by or on behalf of the services, Unless specifically agreed by the Parties in writing, U.S. Government or by a U.S. Government prime contractor all intellectual property, including without limitation or subcontractor (at any tier), in accordance with 48 C.F.R. information that could become the subject of a patent, 227.7202-4 (for Department of Defense (DOD) acquisitions) copyright or trade secret, developed by a Party in the context and 48 C.F.R. 2.101 and 12.212 (for non-DOD acquisitions), ClearGov, Inc. Service Agreement ver. 02.02.23 Page 2 of 4 Docusign Envelope ID: 1A1971BF-07F3-4889-90BA-6E44E6206BC9 the Government's rights in the ClearGov Service, including its WARRANTY, EXPRESS OR IMPLIED, STATUTORY OR rights to use, modify, reproduce, release, perform, display or OTHERWISE, INCLUDING WITHOUT LIMITATION ANY disclose any elements of the ClearGov Service, will be subject IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR in all respects to the commercial license rights and restrictions A PARTICULAR PURPOSE OR NON-INFRINGEMENT, provided in this Agreement. GUARANTEES, REPRESENTATIONS, PROMISES,
STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER
6) Representations, Warranties, Indemnification and Liability. INDUCEMENTS.
By ClearGov. ClearGov represents and warrants that: (i) the Limitation of Liability. NEITHER CLEARGOV NOR CUSTOMER ClearGov Service shall be provided in accordance with, and WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, shall not violate applicable laws, rules or regulations; and ii) SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, by using the ClearGov Service, Customer will not violate or in WITHOUT LIMITATION, LOST PROFITS), OR INCIDENTAL any way infringe upon the personal or proprietary rights of DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF any third party, (iii) to ClearGov's knowledge, the ClearGov CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, Service does not contain any virus, worm, Trojan horse, time OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, bomb or similar contaminating or destructive feature; and (iv) INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF ClearGov holds all necessary rights to permit the use of the THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ClearGov Service and all components thereof provided to SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS Customer under this Agreement. PARAGRAPH SHALL APPLY REGARDLESS OF THE FAILURE OF By Customer. Customer represents and warrants that: (i) it THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING has all right, title, and interest in and to the Customer Data SENTENCE. BOTH PARTIES' TOTAL CUMULATIVE LIABILITY necessary for its use in connection with the ClearGov Service; TO THE OTHER PARTY FOR ANY LOSS OR DAMAGES and (ii) it shall not use the ClearGov Service in a manner or in RESULTING FROM ANY CLAIMS, DEMANDS OR ACTIONS connection with any activity that would violate this Agreement ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL or any law, rule or regulation or rights of any third party. NOT EXCEED THE CUMULATIVE FEES PAID BY CUSTOMER By Both. ClearGov and Customer both represent and warrant TO CLEARGOV IN THE PRECEDING TWELVE (12) MONTHS. that (i) each has full power and authority to enter into and THE FOREGOING SHALL NOT LIMIT A PARTY'S (A) PAYMENT perform its obligations under this Agreement; (ii) this OBLIGATIONS UNDER THE AGREEMENT; (B) LIABILITY FOR Agreement is a legal, valid and binding obligation, enforceable INDEMNIFICATION OBLIGATIONS UNDER SECTION 6.4; (C) against each Party in accordance with its terms; and (iii) LIABILITY FOR ANY BREACH OF ITS CONFIDENTIALITY entering into this Agreement will not knowingly violate the OBLIGATIONS UNDER SECTION Z; (D) LIABILITY FOR ANY Agreement or any laws, regulations or third-party contracts. BREACH OF ITS REPRESENTATIONS, WARRANTIES, OR Indemnification by ClearGov. At ClearGov's cost, ClearGov OBLIGATIONS UNDER SECTION 5.2; OR (E) LIABILITY FOR agrees to indemnify, hold harmless and defend Customer ITS INFRINGEMENT OR MISAPPROPRIATION OF ANY against any cost, loss or expense (including attorney's fees) PROPRIETARY RIGHTS OF THE OTHER PARTY. NOTHING IN resulting from any claims by third parties for loss, damage or THIS AGREEMENT SHALL BE CONSTRUED AS EXCLUDING OR injury (each, a "Claim") arising out of or relating to (i) LIMITING A PARTY'S LIABILITY FOR FRAUD OR ITS ClearGov's breach of any term, condition, representation or LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM warranty of this Agreement, (ii) ClearGov's violation of any ITS NEGLIGENCE. third party rights in connection with the ClearGov Service or Essential Element. The provisions of this Section 6 are an (iii) ClearGov's violations of applicable laws, rules or essential element of the benefit of the consideration reflected regulations in connection with the ClearGov Service. In such a case, Customer will provide ClearGov with written notice of such Claim. Customer shall cooperate as fully as reasonably 7) Confidentiality. required in the defense of any Claim. Customer reserves the 7.1) Subject to any applicable open public records laws in the right, at its own expense, to assume the exclusive defense Customer State, each Party will keep the specific terms of this and control of any matter subject to indemnification by Agreement confidential, including the contents of the ClearGov. Notwithstanding the foregoing, unless the schedules and exhibits, and not disclose any portion of them settlement involves no cost, loss or continuing liability to to any third party (other than to its attorneys, accountants, Customer, ClearGov shall not settle any Claim, without the advisors and potential investors who are bound to keep such written consent of Customer, such consent not to be information confidential) without the other Party's prior unreasonably withheld. In addition to the foregoing, and to written consent, except as required by law, including but not the maximum extent permitted by law, ClearGov shall limited to open public record laws. indemnify, defend and hold Customer free and harmless, and In addition, in connection with the negotiation and pay reasonable attorneys' fees and costs, with respect to any performance of this Agreement, a Party (the "Receiving and all Claims to the extent arising out of, related to, or Party") may receive information from the other Party (the incurred in connection with any destruction, or unauthorized "Disclosing Party") which is confidential or proprietary in access to, use, or theft of Customer Data (collectively, "cyber nature, including without limitation information about a Party's products, systems and services ("Confidential
Limited Warranty. ClearGov warrants that the ClearGov Information"). The Receiving Party agrees that, during the Service will be delivered in a professional and workmanlike term of this Agreement and thereafter, it will keep the manner substantially in accordance with the statement of Confidential Information in strictest confidence and protect work set forth in the applicable ClearGov Service Order and such Confidential Information in accordance with the that the ClearGov Service will operate in all material respects requirements of applicable federal or state laws, and not less as described in its product descriptions and/or documentation. than the same or similar security measures as it takes to EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS protect its own Confidential Information of a similar nature, AGREEMENT, INCLUDING ANY APPLICABLE CLEARGOV but in no event shall the Receiving Party take less than SERVICE ORDER, CLEARGOV MAKES NO ADDITIONAL reasonable care with the Confidential Information of the ClearGov, Inc. Service Agreement ver. 02.02.23 Page 3 of 4 Docusign Envelope ID: 1A1971BF-07F3-4889-90BA-6E44E6206BC9 Disclosing Party. The Receiving Party also agrees that it will Customer on the ClearGov Web site, in client lists and other not use any Confidential Information for any purpose other marketing materials. Any other uses of Customer's name than in connection with the performance of its obligations and/or logo (other than as included in the content and/or under this Agreement. other items furnished to ClearGov by Customer) shall require
7.3) The term "Confidential Information" shall not include Customer's prior written consent. information which A) is or becomes generally available to the Insurance. ClearGov shall maintain commercial general public without breach of this Agreement, B) is in the liability insurance, cybersecurity insurance, product liability possession of the Receiving Party prior to its disclosure by the insurance and auto liability insurance in amounts that are Disclosing Party and is not otherwise subject to confidentiality consistent with industry standards. ClearGov shall maintain and/or privacy obligations under federal or state laws, C) Worker's Compensation insurance as required by law. becomes available from a third party not in breach of any No Boycott of Israel. ClearGov hereby certifies that ClearGov obligations of confidentiality, D) is independently developed is not currently engaged in and shall not, for the duration of by the Receiving Party, or E) is required to be disclosed by the Term of this Agreement, engage in a boycott of goods or the Receiving Party pursuant to law, rule, regulation, services from the State of Israel; companies doing business in subpoena or court order, including but not limited to open or with the State of Israel or authorized by, licensed by or public record laws. organized under the laws of the State of Israel; or persons or
7.4) The Parties recognize that the disclosure or use of a entities doing business in the State of Israel.
Disclosing Party's Confidential Information by the Receiving 8.7) Jurisdiction. This Agreement shall be governed by the Party in violation of the provisions of this Section Z may cause applicable laws in the Customer State, without regard to irreparable injury to the Disclosing Party; therefore, in the conflict of laws rules. event either Party breaches the provisions of this Section Z, 8.8) Modification. This Agreement may be modified only upon the the other Party, in addition to any other remedies it may mutual written consent of both Customer and ClearGov. Any have, shall be entitled to seek preliminary and permanent modifications contained in any "click-through" link or other injunctive relief without the necessity of posting a bond. online website shall have no force and effect.
8.9) Force Majeure. If the performance of this Agreement or any 8) Miscellaneous. obligations hereunder is prevented or interfered with by General. If any provision of this Agreement is held to be reason of fire or other casualty or accident, strikes or labor unenforceable for any reason, such provision shall be disputes, war or other violence, any law, proclamation, reformed to the extent necessary to make it enforceable to regulation, or requirement of any government agency, or any the maximum extent permissible so as to implement the other act or condition beyond the reasonable control of a intent of the Parties, and the remainder of this Agreement Party hereto, that Party upon giving prompt notice to the shall continue in full force and effect. A waiver of any default other Party shall be excused from such performance during is not a waiver of any subsequent default. The relationship such occurrence. between ClearGov and Customer is one of independent 8.10) Notices. All notices, requests, or other communications contractors, not partnership, joint venture or agency. This between the Parties that are required or permitted hereunder Agreement shall be binding upon and inure to the benefit of will be in writing and will be given by: (a) delivery in person the respective successors and permitted assigns of the Parties or by prepaid courier service with a nationally recognized hereto. The United Nations Convention on Contracts for the courier company, (b) delivery by registered or certified mail, International Sale of Goods and the Uniform Computer postage prepaid, return receipt requested, (c) by confirmed Information Transactions Act shall not apply to this fax, or (d) email to the address and/or fax number set forth in Agreement. The Software is controlled by U.S. Export the Professional Services Agreement and/or applicable Regulations, and it may not be exported to or used by ClearGov Service Order. A Party may change the street or embargoed countries or individuals. email address or fax number to which notice is to be sent by Entire Agreement. This Agreement and the accompanying giving written notice of such change. Notices will be deemed ClearGov Service Order(s) and Professional Services given when received as evidenced by verification from the Agreement and exhibits thereto, together, constitute a valid courier company, the mail or confirmation of email receipt or and binding agreement between the Parties and are intended fax confirmation. to be the Parties' complete, integrated expression of the 8.11) Titles & Subtitles. The titles and subtitles in this Agreement terms of their agreement with respect to the ClearGov are used for convenience only and are not to be considered in Service, and any prior agreements or understandings with construing it. respect to such subject matter are superseded hereby and fully merged herein.
8.3) Assignment. Neither Party will assign this Agreement in whole or in part to any third party without the prior written consent of the other Party; provided, however, either Party may assign this Agreement without such consent to any subsidiary or parent company of such Party or to any successor by way of any merger, consolidation or other corporate
reorganization of such Party or sale of all or substantially all of the assets of such Party or to an entity that assumes, by sale, license or otherwise, the business activities that are the subject of this Agreement, provided that such subsidiary or parent company or successor assumes or is otherwise fully bound by all of the obligations of the assigning Party under this Agreement.
8.4) Marketing Materials. Customer agrees that ClearGov may utilize Customer's name solely to identify it as a ClearGov ClearGov, Inc. Service Agreement ver. 02.02.23 Page 4 of 4 Docusign Envelope ID: 1A1971BF-07F3-4889-90BA-6E44E6206BC9
EXHIBIT B
APPROVED FEE SCHEDULE
Contract Year Deliverable Amount
Year 1 - 9/21/2025 - 9/20/2026 FY 2026-2027 Budget Book & CIP Plan $25,155.07 Year 2 - 9/21/2026 - 9/20/2027* FY 2027-2028 Budget Book & CIP Plan $25,909.72 Year 3 - 9/21/2027 - 9/20/2028* FY 2027-2028 Budget Book & CIP Plan $26,687.01 Not-to-Exceed Total $77,751.80
* Year 2 and 3 include a 3% annual inflationary increase.