PROFESSJONAL CONSULTANT SERVICES AGREEMENT
LANCE , SOLL & LUNGHARD , LLP
GASB 87 Lease Software and Con sulting Services (RFP No. 2086) THJS PROFESSIONAL CONSULTANT SERVICES AGREEMENT ("Agreement ") is made and entered into this ___ day of ________ , 2021 ("Effective Date "), by and between the CITY OF RJVERSIDE , a California chatier city and municip al corporation ("City"), and LANCE , SOLL & LUNGHARD , LLP , a limited liability patinership ("Consultant").
1. Scope of Services. City agrees to retain and does hereby retain Consultant and Consultant agrees to provide the services more paiiicularly described in Exhibit "A ," "Scope of Services " ("Services "), attached hereto and incorporated herein by reference , in conjunction with GASP 87 Lease Software and Consulting Services (RFP No. 2086) ("Project ").
2. Term. This Agreement shall be effective on the date first written above and shall remain in effect until and through December 31 , 2024 , unless otherwise terminated pursuant to the provisions herein . City may exercise two (2) options to renew for additional one (1 )-year terms (to wit, January 1 to December 31, 2025 , and January 1 to December 31 , 2026).
3. Compensation/Payment . Consultant shall perform the Services under this Agreement in an amount not to exceed Two Hundred Five Thousand Eight Hundred One Dollars ($205 ,801 .00) for the initial term ending December 31, 2024 . The first option of one additional year shall be compen sated at Forty-Two Thousand Two Hundred Eighty-One Dollars ($42 ,281.00). The second option of one additional year shall be compensated at Fotiy-Four Thousand Eight Hundred Dollars ($44 ,800.00). All payments shall be made in accordance with City ' s usual accounting procedures upon receipt and approval of an itemized invoice setting fotih the services performed.
The invoices shall be delivered to City at the address set fo1ih in Section 4 hereof.
4. Notices. Any notices required to be given , hereunder shall be in writing and shall be personally served or given by mail. Any notice given by mail shall be deemed given when deposited in the United States Mail , ce1iified and postage prepaid , addressed to the paiiy to be served as follows:
To City
Finance Depaiiment
City of Riverside
Attn: Nancy Garcia
3900 Main Street
Riverside , CA 92522
To Consultant
Lance , Soll & Lunghard , LLP
Attn: Gail Gray
203 N. Brea Blvd ., Suite 203
Brea , CA 92821
5. Prevailing Wage. If applicable, Consultant and all subcontractors are required to pay the general prevailing wage rates of per diem wages and ove1time and holiday wages determined by the Director of the Department oflndustrial Relations under Section 1720 et seq. of the California Labor Code and implemented by Resolution No. 13346 of the City Council of the City of Riverside.
The Director's determination is available on-line at
www.dir.ca .gov/dlsr /DPreWageDetermination.htm and is referred to and made a part hereof ; the wage rates therein ascertained, determined , and spec ified are referred to and made a patt hereof as though fully set fo1th herein.
6. Contract Administration. A designee of the City will be appointed in writing by the City Manager or Department Director to administer this Agreement on behalf of City and shall be referred to herein as Contract Administrator.
7. Standard of Performance. While performing the Services, Consultant shall exercise the reasonable professional care and skill customarily exercised by reputable members of Consultant's profession practicing in the Metropolitan Southern California Area, and shall use reasonable diligence and best judgment while exercising its professional skill and expe1tise.
8. Personnel. Consultant shall furnish all personnel necessary to perform the Services and shall be responsible for their performance and compensation. Consultant recognizes that the qualifications and experience of the personnel to be used are vital to professional and timely completion of the Services. The key personnel listed in Exhibit "C" attached hereto and incorporated herein by this reference and assigned to perform portions of the Services shall remain assigned through completion of the Services, unless otherwise mutually agreed by the patties in writing , or caused by hardship or resignation in which case substitutes shall be subject to City approval.
9. Assignment and Subcontracting. Neither patty shall assign any right , interest , or obligation in or under this Agreement to any other entity without prior written consent of the other patty. In any event, no assignment shall be made unless the assignee expressly assumes the obligations of assignor under this Agreement, in a writing satisfactory to the parties. Consultant acknowledges that any assignment may , at the City's sole discretion , require City Manager and/or City Council approval. Consultant shall not subcontract any portion of the work required by this Agreement without prior written approval by the responsible City Contract Administrator.
Subcontracts , if any , shall contain a provision making them subject to all provisions stipulated in this Agreement, including without limitation , the insurance obligations set forth in Section 12. The Consultant acknowledges and agrees that the City is an intended beneficiary of any work performed by any subcontractor for purposes of establishing a duty of care between any subcontractor and the City.
10. Independent Contractor. In the performance of this Agreement, Consultant, and Consultant ' s employees, subcontractors and agents, shall act in an independent capacity as independent contractors , and not as officers or employees of the City of Riverside. Consultant acknowledges and agrees that the City has no obligation to pay or withhold state or federal taxes or to provide workers ' compensation or unemployment insurance to Consultant, or to Consultant's employees , subcontractors and agents. Consultant , as an indep endent contractor, shall be responsible for any and all taxes that apply to Consultant as an employer. 2 11. Indemnification.
11.1 Design Professional Defined. For purposes of this Agreement , " Design Professional " includes the following:
A. An individual licensed as an architect pursuant to Chapter 3 (commencing with Section 5500) of Division 3 of the Business and Professions Code , and a business entity offering architectural services in accordance with that chapter.
B. An individual licensed as a landscape architect pursuant to Chapter 3.5 (commencing with Section 5615) of Division 3 of the Business and Professions Code , and a business entity offering landscape architectural services in accordance with that chapter.
C. An individual registered as a professional engineer pursuant to Chapter 7 (commencing with Section 6700) of Division 3 of the Business and Professions Code , and a business entity offering professional engineering services in accordance with that chapter.
D. An individual licensed as a professional land surveyor pursuant to Chapter 15 ( commencing with Section 8700) of Division 3 of the Business and Professions Code , and a business entity offering professional land surveying services in accordance with that chapter. 11 .2 Defense Obligation For Design Professional Liability. Consultant agrees , at its cost and expense , to promptly defend the City, and the City ' s employees, officers , managers , agents and council members ( collectively the "Pa1ties to be Defended ") from and against any and all claims , allegations , lawsuits, arbitration proceedings , administrative proceedings, regulatory proceedings, or other legal proceedings to the extent the same arise out of, pertain to , or relate to the negligence , recklessness or willful misconduct of Consultant, or anyone employed by or working under the Consultant or for services rendered to the Consultant in the performance of the Agreement , notwithstanding that the City may have benefited from its work or services and whether or not caused in pait by the negligence ofan Indemnified Paity . Consultant agrees to provide this defense immediately upon written notice from the City , and with well qualified , adequately insured and experienced legal counsel acceptable to City . Consultant will reimburse City for reasonable defense costs for claims arising out of Consultant's professional negligence based on the percentage of Consultant ' s liability. This obligation to defend as set fo1th herein is binding on the successors , assigns and heirs of Consultant and shall survive the termination of Consultant's Services under this Agreement.
11.3 Indemnity For Design Professional Liability. When the law establishes a professional standard of care for Consultant's services , to the fullest extent permitted by law , Consultant shall indemnify , protect and hold harmless the City and the City 's employees , officers , managers , agents , and Council Members ("Indemnified Pa1ties") from and against any and all claim for damage , charge , lawsuit , action , judicial , administrative , regulatory or arbitration proceeding , damage, cost , expense (including counsel and expe1t fees) , judgment , civil fines and penalties , 3 liabilities or losses of any kind or nature whatsoever to the extent the same arise out of, pertain to, or relate to the negligence , recklessness or willful misconduct of Consultant , or anyone employed by or working under the Consultant or for services rendered to the Consultant in the performance of the Agreement , notwithstanding that the City may have benefited from its work or services and whether or not caused in pati by the negligence of an lndemnified Party.
11.4 Defense Obligation For Other Than Design Professional Liability.
Consultant agrees , at its cost and expense , to promptly defend the City , and the City ' s employees , officers , managers , agents and council members (collectively the "Patiies to be Defended ") from and against any and all claims , allegations , lawsuits , arbitration proceedings , administrative proceedings , regulatory proceedings , or other legal proceedings which arise out of, or relate to, or are in any way connected with: l) the Services , work, activities , operations, or duties of the Consultant , or of anyone employed by or working under the Consultant , or 2) any breach of the Agreement by the Consultant. This duty to defend shall apply whether or not such claims , allegations , lawsuits or proceedings have merit or are meritless , or which involve claims or allegations that any or all of the Patiies to be Defended were actively , passively , or concurrently negligent , or which othe1wise asseti that the Patiies to be Defended are responsible , in whole or in pati , for any loss , damage or injury.
Consultant agrees to provide this defense immediately upon written notice from the City , and with well qualified , adequately insured and experienced legal counsel acceptable to City. This obligation to defend as set fmih herein is binding on the successors , assigns and heirs of Consultant and shall survive the termination of Consultant ' s Services under this Agreement.
11.5 Indemnity For Other Than Design Professional Liability. Except as to the sole negligence or willful misconduct of the City , Consultant agrees to indemnify , protect and hold harmless the Indemnified Patiies from and against any claim for damage , charge , lawsuit , action , judicial , administrative , regulatory or arbitration proceeding , damage, cost, expense (including counsel and expeti fees) , judgment , civil fine and penalties , liabilities or losses ofany kind or nature whatsoever whether actual , threatened or alleged , which arise out of, pertain to , or relate to, or are a consequence of, or are attributable to, or are in any manner connected with the performance of the Services , work , activities , operations or duties of the Consultant, or anyone employed by or working under the Consultant or for services rendered to Consultant in the performance of this Agreement , notwithstanding that the City may have benefited from its work or services. This indemnification provision shall apply to any acts , omissions , neg! igence , recklessness , or willful misconduct , whether active or passive , on the pati of the Consultant or anyone employed or working under the Consultant.
12. Insurance.
12.1 General Provisions. Prior to the City ' s execution of this Agreement , Consultant shall provide satisfactory evidence of, and shall thereafter maintain during the term of this Agreement , such insurance policies and coverages in the types , limits , forms and ratings required herein. The rating and required insurance policies and coverages may be modified in writing by the City ' s Risk Manager or City Attorney , or a designee , unless such modification is prohibited by law.
12.1.1 Limitations . These m1111mum amounts of coverage shall not constitute any limitation or cap on Consultant 's indemnification obligations under Section 11 hereof. 4 12.1.2 Ratings. Any insurance policy or coverage provided by Consultant or subcontractors as required by this Agreement shall be deemed inadequate and a material breach of this Agreement, unless such policy or coverage is issued by insurance companies authorized to transact insurance business in the State of California with a policy holder 's rating of A or higher and a Financial Class of VII or higher.
12.1.3 Cancellation. The policies shall not be canceled unless thirty (30) days' prior written notification of intended cancellation has been given to City by ce1tified or registered mail , postage prepaid.
12. 1 .4 Adequacy. The City , its officers , employees and agents make no representation that the types or limits of insurance specified to be carried by Consultant pursuant to this Agreement are adequate to protect Consultant. If Consultant believes that any required insurance coverage is inadequate , Consultant will obtain such additional insurance coverage as Consultant deems adequate, at Consultant's sole expense.
12.2 Workers' Compensation Insurance. By executing this Agreement , Consultant ce1tifies that Consultant is aware of and will comply with Section 3700 of the Labor Code of the State of California requiring every employer to be insured against liability for workers ' compensation , or to undertake self-insurance before commencing any of the work. Consultant shall carry the insurance or provide for self-insurance required by California law to protect said Consultant from claims under the Workers' Compensation Act. Prior to City ' s execution of this Agreement , Consultant shall file with City either 1) a certificate of insurance showing that such insurance is in effect , or that Consultant is self-insured for such coverage , or 2) a ce1tified statement that Consultant has no employees , and acknowledging that if Consultant does employ any person , the necessary ce1tificate of insurance will immediately be filed with City . Any certificate filed with City shall provide that City will be given ten (10) days ' prior written notice before modification or cancellation thereof.
12.3 Commercial General Liability and Automobile Insurance. Prior to City ' s execution of this Agreement, Consultant shall obtain , and shall thereafter maintain during the term of this Agreement, commercial general liability insurance and automobile liability insurance as required to insure Consultant against damages for personal injury , including accidental death , as well as from claims for property damage , which may arise from or which may concern operations by anyone directly or indirectly employed by, connected with , or acting for or on behalf of Consultant.
The City , and its officers , employees and agents , shall be named as additional insureds under the Consultant ' s insurance policies.
12.3. 1 Consultant 's commercial general liability insurance policy shall cover both bodily injury (including death) and prope1ty damage (including , but not limited to, premises operations liability , products-completed operations liability , independent contractor ' s liability , personal injury liability , and contractual liability) in an amount not less than $1 ,000 ,000 per occurrence and a general aggregate limit in the amount of not less than $2,000 ,000 .
12.3 .2 Consultant ' s automobile liability policy shall cover both bodily injury and property damage in an amount not less than $1 ,000 ,000 per occurrence and an aggregate limit of not less than $1 ,000 ,000. All of Consultant's automobile and /or commercial general liability 5 insurance policies shall cover all vehicles used in connection with Consultant's performance of this Agreement, which vehicles shall include, but are not limited to, Consultant owned vehicles, Consultant leased vehicles, Consultant 's employee vehicles, non-Consultant owned vehicles and hired vehicles.
12.3.3 Prior to City's execution of this Agreement, copies of insurance policies or original certificates along with additional insured endorsements acceptable to the City evidencing the coverage required by this Agreement , for both commercial general and automobile liability insurance, shall be filed with City and shall include the City and its officers, employees and agents, as additional insureds. Said policies shall be in the usual form of commercial general and automobile liability insurance policies, but shall include the following provisions:
It is agreed that the City of Riverside, and its officers, employees and agents, are added as additional insureds under this policy, solely for work done by and on behalf of the named insured for the City of Riverside.
12.3.4 The insurance policy or policies shall also comply with the following prov1s10ns:
a. The policy shall be endorsed to waive any right of subrogation against the City and its sub-consultants, employees , officers and agents for services performed under this Agreement.
b. If the policy is written on a claims made basis, the certificate should so specify and the policy must continue in force for one year after completion of the services. The retroactive date of coverage must also be listed.
c. The policy shall specify that the insurance provided by Consultant wi II be considered primary and not contributory to any other insurance available to the City and Endorsement No. CG 20010413 shall be provided to the City.
12.4 Errors and Omissions Insurance. Prior to City's execution of this Agreement, Consultant shall obtain, and shall thereafter maintain during the term of this Agreement, errors and omissions professional liability insurance in the minimum amount of $1 ,000,000 to protect the City from claims resulting from the Consultant's activities.
12.5 Subcontractors' Insurance. Consultant shall require all of its subcontractors to carry insurance, in an amount sufficient to cover the risk of injury, damage or loss that may be caused by the subcontractors ' scope of work and activities provided in furtherance of this Agreement, including, but without limitation, the following coverages: Workers Compensation , Commercial General Liability, Errors and Omissions, and Automobile liability. Upon City's request, Consultant shall provide City with satisfactory evidence that Subcontractors have obtained insurance policies and coverages required by this section. 6 13. Business Tax . Consultant understands that the Service s performed under this Agreement constitutes doing business in the City of Riverside , and Consultant agr ees that Consultant will register for and pay a business tax pursuant to Chapter 5.04 of the Riverside Municipal Code and keep such tax certificate current during the term of this Agreement.
14. Time of Essence. Time is of the essence for each and every provision of this Agreement.
15. City's Right to Employ Other Consultants. City reserves the right to employ other Consultants in connection with the Project. If the City is required to employ another consultant to complete Consultant ' s work , due to the failure of the Consultant to perform , or due to the breach of any of the provisions of this Agreement , the City reserves the right to seek reimbursement from Consultant.
16. Accounting Records. Consultant shall maintain complete and accurate records with respect to costs incurred under this Agreement. All such records shall be clearly identifiable.
Consultant shall allow a representative of City during normal business hours to examine , audit , and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work , data , documents , proceedings , and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
17. Confidentiality. All ideas, memoranda, specifications , plans , procedures , drawings , descriptions, computer program data , input record data , written information , and other materials either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant , except as otherwise directed by City ' s Contract Administrator. Nothing furnished to Consultant which is otherwise known to the Consultant or is generally known , or has become known , to the related industry shall be deemed confidential.
Consultant shall not use City's name or insignia, photographs of the Project , or any publicity pe1taining to the Services or the Project in any magazine , trade paper , newspaper , television or radio production , website , or other similar medium without the prior written consent of the City. This provision shall survive the termination or expiration of this Agreement.
18. Ownership of Documents. All repo1ts, maps , drawings and other contract deliverables prepared under this Agreement by Consultant shall be and remain the prope1ty of City .
Consultant shall not release to others information furnished by City without prior express written approval of City. This provision shall survive the termination or expiration of this Agreement.
19. Copyrights. Consultant agrees that any work prepared for City which is eligible for copyright protection in the United States or elsewhere shall be a work made for hire. If any such work is deemed for any reason not to be a work made for hire , Consultant assigns all right , title and interest in the copyright in such work , and all extensions and renewals thereof , to City , and agrees to provide all assistance reasonably requested by City in the establishment , preservation and enforcement of its copyright in such work , such assistance to be provided at City's expense but without any additional compensation to Consultant. Consultant agrees to waive all moral rights relating to the work developed or produced , including without limitation any and all rights of identification of authorship and any and all rights of approval , restriction or limitation on use or 7 subsequent modifications. This prov1s1on shall survive the termination or expiration of this Agreement.
20. Conflict of Interest. Consultant , for itself and on behalf of the individuals listed in Exhibit "C," represents and warrants that by the execution of this Agreement, they have no interest , present or contemplated , in the Project affected by the above-described Services. Consultant fu1ther warrants that neither Consultant , nor the individuals listed in Exhibit "C" have any real prope1ty , business interests or income interests that will be affected by this project or, alternatively , that Consultant will file with the City an affidavit disclosing any such interest.
21. Solicitation. Consultant warrants that Consultant has not employed or retained any person or agency to solicit or secure this Agreement, nor has it entered into any agreement or understanding for a commission , percentage , brokerage , or contingent fee to be paid to secure this Agreement. For breach of this warranty , City shall have the right to terminate this Agreement without liability and pay Consultant only for the value of work Consultant has actually performed , or, in its sole discretion , to deduct from the Agreement price or otherwise recover from Consultant the full amount of such commission , percentage , brokerage or commission fee. The remedies specified in this section shall be in addition to and not in lieu of those remedies otherwise specified in this Agreement.
22. General Compliance With Laws. Consultant shall keep fully informed of federal , state and local laws and ordinances and regulations which in any manner affect those employed by Consultant , or in any way affect the performance of services by Consultant pursuant to this Agreement. Consultant shall at all times observe and comply with all such laws, ordinances and regulations , and shall be solely responsible for any failure to comply with all applicable laws , ordinances and regulations. Consultant represents and warrants that Consultant has obtained all necessary licenses to perform the Scope of Services and that such licenses are in good standing.
Consultant fmther represents and warrants that the services provided herein shall conform to all ordinances , policies and practices of the City of Riverside . 23 . Waiver. No action or failure to act by the City shall constitute a waiver of any right or duty afforded City under this Agreement , nor shall any such action or failure to act constitute approval of or acquiescence in any breach thereunder , except as may be specifically , provided in this Agreement or as may be otherwise agreed in writing.
24. Amendments. This Agreement may be modified or amended only by a written agreement and/or change order executed by the Consultant and City.
25. Termination. City , by notifying Consultant in writing, shall have the right to terminate any or all of Consultant ' s services and work covered by this Agreement at any time. In the event of such termination , Consultant may submit Consultant's final written statement of the amount of Consultant's services as of the date of such termination based upon the ratio that the work completed bears to the total work required to make the repo1t complete , subject to the City ' s rights under Sections 15 and 26 hereof. In asce1taining the work actually rendered tlu·ough the termination date , City shall consider completed work , work in progress and complete and incomplete repo1ts and other documents only after delivered to City.
8 25.1 Other than as stated below , City shall give Consultant thi1ty (30) days ' prior written notice prior to termination .
25.2 City may terminate this Agreement upon fifteen (15) days ' written notice to Consultant , in the event:
Agreement ; or
25.2.1 Consultant substantially fails to perform or materially breaches the
25.2.2 City decides to abandon or postpone the Project.
26. Offsets . Consultant acknowledges and agrees that with respect to any business tax or penalties thereon, utility charges , invoiced fee or other debt which Consultant owes or may owe to the City , City reserves the right to withhold and offset said amounts from payments or refunds or reimbursements owed by City to Consultant. Notice of such withholding and offset , shall promptly be given to Consultant by City in writing. In the event of a dispute as to the amount owed or whether such amount is owed to the City , City will hold such disputed amount until either the appropriate appeal process has been completed or until the dispute has been resolved .
27. Successors and Assigns. This Agreement shall be binding upon City and its successors and assigns , and upon Consultant and its permitted successors and assigns , and shall not be assigned by Consultant , either in whole or in part, except as otherwise provided in paragraph 9 of this Agreement.
28. Venue. Any action at law or in equity brought by either of the parties hereto for the purpose of enforcing a right or rights provided for by this Agreement shall be tried in the Superior Court , County of Riverside , State of California , and the pmties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county . In the event either pmty hereto shall bring suit to enforce any term of this Agreement or to recover any damages for and on account of the breach of any term or condition of this Agreement , it is mutually agreed that each patty will bear their own attorney 's fees and costs.
29. Nondiscrimination. During Consultant's performance of this Agreement, Consultant shall not discriminate on the grounds of race , religious creed , color, national origin , ancestry , age , physical disability , mental disability , medical condition , including the medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto , marital status , sex , genetic information , gender , gender identity , gender expression , or sexual orientation , military and veteran status , in the selection and retention of employees and subcontractors and the procurement of materials and equipment , except as provided in Section 12940 of the California Government Code.
Further , Consultant agrees to conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement.
30. Severability. Each provision , term , condition , covenant and/or restriction , in whole and in pait , of this Agreement shall be considered severable. ln the event any provision , term , condition , covenant and/or restriction , in whole and/or in part , of this Agreement is declared invalid , unconstitutional , or void for any reason , such provision or pa1t thereof shall be severed from this Agreement and shall not affect any other provi sion, term , condition , covenant and /or restriction of this Agreement , and the remainder of the Agreement shall continue in full force and effect. 9 31. Authority. The individuals executing this Agreement and the instruments referenced herein on behalf of Consultant each represent and warrant that they have the legal power , right and actual authority to bind Consultant to the terms and conditions hereof and thereof.
32. Entire Agreement. This Agreement constitutes the final , complete , and exclusive statement of the terms of the agreement between the paiiies pe11aining to the subject matter of this Agreement , and supersedes all prior and contemporaneous understandings or agreements of the parties . Neither paiiy has been induced to enter into this Agreement by and neither patiy is relying on, any representation or warranty outside those expressly set fo1ih in this Agreement.
33. Interpretation. City and Consultant acknowledge and agree that this Agreement is the product of mutual arms-length negotiations and accordingly , the rule of construction , which provides that the ambiguities in a document shall be construed against the drafter of that document , shall have no application to the interpretation and enforcement of this Agreement. 33 .1 Titles and captions are for convenience of reference only and do not define , describe or limit the scope or the intent of the Agreement or any of its terms. Reference to section numbers , are to sections in the Agreement unless expressly stated otherwise.
33.2 This Agreement shall be governed by and construed in accordance with the laws of the State of California in effect at the time of the execution of this Agreement.
33.3 In the event of a conflict between the body of this Agreement and Exhibit "A" - Scope of Services hereto , the terms contained in Exhibit "A" shall be controlling.
34. Exhibits. The following exhibits attached hereto are incorporated herein to this Agreement by this reference:
Exhibit "A" - Scope of Services
Exhibit "B" - Compensation
Exhibit "C" - Key Personnel
Exhibit "D" - LeaseQuery End User License Agreement and Addendum
35. Counterpart Signatures. For the purpose of facilitating the execution of this Agreement as herein provided , this Agreement may be executed simultaneously in any number of counterparts , each of which counterpaiis shall be deemed to be an original , and such counterpatis shall constitute one and the same instrument.
IN WITNESS WHEREOF , City and Consultant have caused this Agreement to be duly executed the day and year first above written.
CITY OF RIVERSIDE, a California
charter city and municipal corporation
By: __________ _
City Manager
Attest: -----------
City Clerk
Ce11ified as to Availability of Funds:
Approved as to Form:
By:-~ ~ ~ ~-
Senior Deputy City Attorney
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11 LANCE , SOLL & LUNGHARD, LLP
a limited liability partnership
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EXHIBIT "A"
SCOPE OF SERVICES
I. ADDITIONAL PROVISIONS.
A. The parties herein acknowledge and agree that the Consultant is not a design professional and, as such, Paragraphs 11.2 and 11.3 shall not apply. [Exhibit "A" continues on the following page]
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"EXHIBIT A" - SCOPE OF SERVICES
GENERAL LEASE ACCOUNTING CAPABILITIES:
1. GASB 87 compliant
LeaseQuery Is purpose bu/It to support lease accounting for GASB 87 from both the lessor and lessee perspectives providing clients all of the required calculations, reports, and disclosures.
Additionally, LeaseQuery Is fully compliant with other GASB standards Including GASB 62 and 13.
2. Generate journal entries by month, quarter or annually and accurately calculate lease data LeaseQuery generates and stores amortization schedules and balanced journalentries for every lease captured within the system. End users will be able to generate and export Journal Entries on a date range of their choosing (monthly, quarterly, annually).
3. Generate monthly journal entries be created at a portfolio-level, lease schedule-level and asset-level
Journal entries can be run at the total or consolidated level, the portfolio level, asset classification level, individual asset level, lease schedule level, lease type, etc. Additionally, all Journal entries can be exported from LeaseQuery for easy upload Into any general ledger system that accepts the Excel file format.
4. Store and track data about each lease, journal entry, and asset LeaseQuery allows users to Input and track their lease information on the asset level, so as to keep track of all of the accounting, payment Information, notifications, lease classlflcatlon etc. at the most granular level.
5. Ability to re-measure asset or liability value/amortization schedule LeaseQuery fully supports re-measurements of the lease liability and amortfzatlon schedules when a modification or change occurs.
6. Ability to set up notifications for dates determined to be critical Tracking critical dates Is fufly supported. LeaseQuery's configurable notifications allow users to receive email notifications for any critical dates captured within the appllcatlon. Additlona/Jy, users have the ability to add their own custom critical dates to fit their needs. Critical date fields can include: renewal date, maintenance dates, termination dates etc.
7. Alert notifications for lease renewals and deadlines to ensure start and end dates are not missed
Customized notifications are fully supported. LeaseQuery's configurable notifications allow users to receive email notifications for critical dates captured within the application. Addltlonally, users have the ability to add their awn custom critical dates to fit their needs.
8. Produce GASB compliant footnote disclosures
LeaseQuery provides all of the required reports and disclosure Information for compliance with GASB87.
9. Enable department allocations for Individual assets on a single lease schedule The organizational structure of the client will be mapped in LeaseQuery allowing for easy allocation of leases across departments, agencies, etc. Multiple a/locations can be stored within LeaseQuery to support each Institution's financial reporting structure.
10. Supports split allocations of a single asset across multiple departments , funds, etc .
LeaseQuery fully suppotts splitting a single asset across multiple allocations i.e. cost centers.
Additionally, multiple allocations can be stored within LeaseQuery to support each institution's financial reporting structure.
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11. Supports split allocations by percentage, fixed amount, etc.
LeaseQuery supports allocation splits by percentage.
12. Summarize changes made since a particular date
LeaseQuery provides rol/fo,ward reports that capture changes during a defined period.
LeaseQuery logs any change that was made, the previous value, the new value, the user that initiated the change, the user that approved the change, and a tlmestamp of the approval rlate.
Users can quickly see a lease's complete history directly within the lease record or in the reporting studio.
13. Calculation of lease liability, individual and in aggregate, at the present value of payments and purchase option, if necessary, expected to be made during the lease term(s) or useful life. (Lessee)
LeaseQuery fully supports the calculation and full amortization schedule for the lessee's lease llablf/ty, lndlvldually and in the aggregate, Including the amount for purchase options that the lessee is reasonably certain to exercise.
14. Calculation of amortizations schedules, individual and in aggregate, of the discount on the lease liability. (Lessee)
LeaseQuery f11/ly supports the calculations of amortization schedules for the lease liability, Individually and In the aggregate, based on the present value of the lease payments using the discount rate.
15. Calculation of the measure of lease assets, individual and in aggregate, including any ancillary charges. (Lessee)
LeaseQuery fully supports the calculation and measurement of lease assets, lndlvldual/y and in the aggregate, and ancillary charges or payments in the system.
16. Calculation of amortization schedules, individual and in aggregate, of the lease asset. (Lessee) LeaseQuery fully supports the calculations of amortization schedules for the lease asset, lndlvldual/y and In the aggregate.
17. Ability to remeasure lease liability calculations and amortization schedules if lease modifications or discount rate changes are made during a reporting period, including renewaloptions. (Lessee) LeaseQuery fully supports remeasurements of the lease liability and amortization schedules when a modification or change occurs.
18. Ability to remeasure lease asset calculatlons and amortizatfon schedules for lease terminations, lease modifications or discount rate changes made during a reporting period, (Lessee) LeaseQuery fully supports remeasurements of the lease asset and amortization schedules when a modification or change occurs and provides a lease history (audit trail) for changes made to a lease.
19. Ability to adjust calculations as necessary for impairment of an asset. (Lessee) LeaseQuery fully supports lessee accounting for impairments and correctly adjusts the asset amortization schedule.
20. The total amount of lease assets, and the related accumulated amortization. (Lessee) Yes, calculations for the total amount of lease assets and the related accumulated amortization are fully supported out of the box.
21. The amount of lease assets by major classes (as reported in the City's ACFR) of underlying assets. (Lessee)
Yes, calculations for the amount of lease assets by major class of underlying assets are fully supported out of the box.
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22. The amount of outflows of resources recognized In the reporting period for variable payments not previously included in the measurement of the lease liability. (Lessee) Yes, calculations for variable payments not Included In the lease I/ability amount are fully supported out of the box through the use of the "additional payments" feature.
23. The amount of outflows of resources recognized In the reporting period for other payments, such as residual value guarantees, or termination penalties not previously included in the measurement of the lease liability. (Lessee)
Yes, other payments such as residual value guarantees and termination penalties are fully supported out of the box.
24. Principal and Interest requirements to maturity for the lease liability for each of the five subsequent fiscal years and in five-year increments thereafter. (Lessee) Yes, LeaseQuery fully supports this- this report ls a pre-built disclosure In the LeaseQuery reporting studio.
25. Calculation of lease receivable, individual and in aggregate, at the present value of payments expected to be received during the lease term(s). (Lessor) Yes, calculations for the lessor's lease receivable are fully supported out of the box, individually and In the aggregate
26, Calculation of amortizations schedules, Individual and in aggregate, of the discount on the lease receivable. (Lessor)
Yes, calculations and the amortization schedule for the lease receivable are fully supported out of the box in LeaseQuery.
27, Ability to remeasure lease receivable calculations and amortization schedules for lease terminations, lease modifications or discount rate changes are made during a reportingperiod including renewal options. (Lessor)
Yes, calculations for remeasurements of the lease receivable for any of the mentioned items are fully supported out of the box through the "lease change" feature.
28. Calculation of the measure of lease Deferred Inflow of Resources, individual and in aggregate. (Lessor)
Yes, calculations for the lessor's deferred Inflow of resources are fully supported out of the box, both individually and in the aggregate.
29. Calculation of amortization schedules, individual and in aggregate, of the lease Deferred Inflow of Resources. (Lessor)
Yes, calculations for the amortization schedules, lndlv/dually and In the aggregate, for the deferred inflow of resources are fully supported out of the box.
30. The total amount of inflows of resources recognized in the reporting period from leases. (Lessor) Yes, calculations for this are fully supported out of the box. The GASS 87 "Inflow of Resources" report is a pre-built disclosure In the LeaseQuery reporting studio. 31 . The amount of inflows of resources recognized in the reporting period for variable and other payments not previously included in the measurement of the lease receivable. (Lessor) Yes, calculations for this are fully supported out of the box. These are included in the "Inflow of Resources" report that is a pre-built LeaseQuery disclosure.
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32. A schedule of future payments that are included in the measurement of the lease receivable, showing principal and interest separately, for each of the five subsequent fiscal years and in five year increments thereafter. (Lessor)
Yes, calculations for this report are fully supported out of the box In the LeaseQuery reporting studio, /11 the "Maturity Analysis" report.
33. Data export and import using Microsoft Excel
Regarding data import, clients can utilize a robust Excel template for batch uploads or have their data imported into the LeaseQuery application by LSL. Regarding data export, clients can export lease information to ·a CSV format utilizing LeaseQuery's journal entry functionality. Clients can a/so export schedules and reports as Excel files. Addltlona/ly, Individual documents that are associated with the lease can also be exported in the file format in which they are uploaded.
LEASE MANAGEMENT SOFTWARE CAPABILITIES:
1. Locate Parcel by:
a. Assessor Parcel Number
b. Property/Project Name
c. Street Address
d. Agreement
e. Vendor/ Customer Number
f. Occupant/Customer Name
Alf of the above items are trackable and reportable within LeaseQuery.
2. Display Property Information:
a. Size (Land and/or building, if applicable) - Note: this could also be the square footage of leased space (i.e. Suite 100 in Mission Square Building) b. Encumbrances (example, leases, license agreements, right of entry agreements etc.)
c. Primary Use of site by tenant/licensee
d. Map of leased property
All of the above Items are data points that are trackable within LeaseQuery. In addition to tracking this information, all of these data points are reportable within the application. LeaseQuery Is fully Integrated with goog/e maps to create a map of the leased property, and also allows document storage to track the documents associated with the encumbrances.
3. Lease/License monitoring:
a. Lease Type (License, Lease, Right of Entry) Yes
b. Tax Liability monitoring Yes
c, Lease Terms (primary term, commencement date, termination or expiration date, optlon(s) to extend, how many and for how long Yes
d. Current rental payment in dollars and price per square foot monthly Yes e. Account Number and capability to generate aged delinquencies, tenant ledger by department and/or fund Roll up and Rent Roll see below
LeaseQuery allows account numbers and ledgers to get as granular as the client needs. However, LeaseQuery does not track outstanding delinquencies or aging of receivables . f. Fixed Amount or CPI Increase Yes
g. Lease Status (current, terminated) Yes
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INTERNAL CONTROLS/SECURITY:
1. Data entry validations
The LeaseQuery Bulk Data Migration Template wll/ capture Instances of bad data stemming from misclassificatlons based on accounting po/Icy or user error In populating certain data fields. The app/lcatlon w/11 also flag Incorrect or unexpected data during the lease entry process from directly within the application via data valfdat/on checks.
2. Role based access control
Role Based Access can be set up to limit specific users' access to only view/work with leases that have been a/located to specific levels of the a/location structure. User accounts can be limited to viewing or entering leases that pertain to their specific iocation or department. This allows users the ability to view only certain leases and their respective schedules, Journal entries, reports and lease documents. Aval/able Roles In the application incl11de: Administrator, IT Administrator, Entry/Approver, Entry Only, Read Only (Client Auditor both internal and external), and Foreign Exchange users.
3. Should allow creation and maintenance of roles and assignment of rights/permissions to the roles LeaseQuary allows for simple yet comprehensive management of end users by the designated client administrator. Client administrators are able to provlslon/deprovision various roles and permissions based on their end users needed access level, location, and/or job duties.
4. Approval capability will be relied upon for the review process to ensure accuracy of Information and help maintain an effective internal control environment A two-party approval process Is Implemented throughout LeaseQuery to ensure compliance and accuracy. All entries and modifications to lease lnfonnatlon are subject to approval by another user with the appropriate permissions. Addltlonally, no user can approve their own work further strengthening the soundness of the approval system .
5. Supports the encryption of sensitive data within the system (e.g., passwords and Social Security Numbers); and supports the encryption of all data transmissions into and out of the system LeaseQuery utlllzes industry best practices regarding security controls for client data with data encrypted both in transit and at rest. LeaseQuery uses an SSL certificate (TLS 1.2) with 2048-blt RSA encryption for all data Interchanges. When data Is at rest in the Solution or In any Solution backup system, it is encrypted with a 2048-bit master key.
6. Supports the enforcement of internal controls for financial reporting To assist in SOX compliance, a two-party approval process Is Implemented throughout LeaseQuery to ensure compliance and accuracy. All entries and modifications to lease Information are subject to approval by another user with the appropriate permissions. Addlt/onally, no user can approve their own work further strengthening the soundness of the approval system.
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7. Ensure accountability by providing an audit trail for every change made to each lease LeaseQuery logs any change that was made to a lease, be It financial or administrative In nature.
The system also retains all versions of the lease amortization schedule throughout the lease's life cycle, providing a transparent and comprehensive audit trail. Information such as the user that initiated the change, the user that approved the change, and a timestamp of the approval date are also retained In LeaseQuery. Users can quickly see a lease's complete history directly within the lease record or in the reporting studio. Combined with available read-only access to the application and the ability to download schedules and reports into Excel, these functions contribute to a seamless audit.
PRE/POST OP GO LIVE SUPPORT
1. Software maintenance (including patches and upgrades) and warranties LeaseQuery develops our Saas platform using agile methodologies that allow us to be responsive to changes In customer, compliance and technology requirements. In order to respond to the changing environment, we release as frequently as is needed; which Is typically once or twfce a month. Since our platform is Saas, all clients utl/lze the same version of the software concurrently and so updates reach all customers when the software is released.
2. Enhanced technical support (early life support) during project stabilization and ongoing Customer support Is done In-house and ls Included In the subscription cost. Cllents wl/1 be provided access to a Customer Success Manager with the subscription with LeaseQuery. Customer Support is available via call back or email M-F 9am-7pm EST.
3. Complete user, administrative, technical, and training documentation as well as provide online and/or in-person end user training.
The LeaseQuery application contains a Knowledge Base tab within the application available to all users that contains an extensive library including training videos, FAQs, How-To s, and other documentation. Hands on training Is conducted over four hours remotely. Addltlonally, recordings of the Initial user training are provided to the client to aid in the training of future LeaseQuery end users.
4. Complete data migration.
LSL will work with Riverside to either populate LeaseQuery's import template or assist with input directly Into LeaseQuery depending on the City's needs and preferences. LeaseQuery will then perform the initial data migration of Riverside's information into the LeaseQuery application.
CONSUL TING SERVICES:
1. Read through lessee ·and lessor documentation and assist with the input of GASB 87 data points in new lease software
Yes. This is part of our implementation process. Please refer to the section Implementation Consulting Services by LSL: for mare information.
2. Assist with GASB 87 related questions
Yes. This is part of our implementation process. Please refer to the section Implementation Consulting Services by LSL: for more information. We have been providing GASB Consulting and Education Services for more than 20 years now. The proposed consulting services will be to assist
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the City's team GASS compliance and GFOA excellence. Optional Years of Support proposed would Include GASB support as well as technological. This Is not Just In regard to leases, but Financial Reporting best practices and troubleshooting as a whole. We also use this process to ensure you are not only prepped for GASB reporting, but that you are confident that you have all you need to get through your audit as smoothly as possible.
3. Assist with GASB 87 related journal entries, financial statement presentation and note disclosures
LSL wlfl assist with the migration Into your GASB reporting Software. Please see the response above.
4. Coordinate with City team as well as City's external auditors with GASB 87 implementation This Is our specialty. LSL is uniquely positioned to provide the City with complete and comprehensive GASB 87 implementation due to the relationship with your Reporting Software and your audit team. We are already engaged to assist with this for the City's and RPU's ACFR teams.
INFORMATION SECURITY REQUIREMENTS:
Information Security Requirements
The following functionalities are required for firms proposing solutions.
FUNCTIONS/REQUIREMENTS · ·. .
I • ' , , • • ( •
. -
User Account & Password Management by a designated city staff Role/Permission Based Access Control
External Security and Compliance Certifications (for hosted services) (e.g. SOC I, SOC II, PCI, FedRAMP, HIPM, ISO, DOJ, FISMA, CJIS, etc.)
Service Level Management (Including Change/Service Requests, Ticketing, Resolution & Closure) Data Backup & Restores (All Systems/Data Must Be Physically Located In The United States) (for hosted services)
The city owns the data. Written authorization Is required prior to distributing or sharing the city data to the third parties.
Security Incident Response Plan (for hosted services)
Service Continuity & Disaster Recovery (for hosted services) Reporting Capabilities, Data Exports/Imports
LSL & LeaseQuery are happy to provide information security documentation such as SOC reports and business continuity plans, upon receipt of a sighed NDA.
Regarding account management for the LeaseQuery application, LeaseQuery af/ows for simple yet comprehensive management of end users by the designated client administrator. Client administrators are able to provision/deprovision various roles and permissions based on their end users needed access level, location, and/or Job duties.
Role Based Access can be set up to limit specific users' access to only view/work with leases that have been allocated to specific levels of the allocation structure. User accounts can be limited to viewing or entering leases that pertain to their specific location or department. This allows users the abll/ty to view only certain leases and their respective schedules, journal entries, reports and lease documents. A val/able Roles in the application include: Administrator, IT Administrator,
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Entry/Approver, Entry Only, Read Only (Client Auditor both Internal and external), and Foreign Exchange users.
Regarding reporting, the LeaseQuery application provides all of the required reports and disclosures for compliance with GASB 87. Additionally, LeaseQuery's ad hoc reporting tool ls a very powerful part of the reporting studio that af/ows users to create reports based off of any allocation level within their organization's structure and other fields captured within the application.
Custom reports can be saved and shared with other users within the organization, making It easy for users to see the information that's Important to tl:Jem each month.
Regarding data Imports and exports, LSL will complete the bulk migration of data Into the LeaseQuery application via a robust and configurable Excel template to upload data easily and accurately. Clients can export lease Information to a CSV format ut/1/zlng LeaseQuery's Journal entry functionality. Clients can also export schedules and reports as Excel files. Additionally, Individual documents that are associated with the lease can also be exported In the file form,1t In which they are uploaded.
Inform ation Security Additio nal Requirements
The following functionalities are preferred for firms proposing solutions. If your firm does not offer any of the following functionalities, please provide.a statement explaining your alternatives.
ADDITIONAL FUNCTIONS/REQUIREMENTS - - -_
Single Sign On (SSO)/SAML 2.0/OAuth 2.0/ADFS Integration with Identity and Access Management Multi-Factor Authentication
Isolation and Limitation of Traffic to the City's Internal IP Space 3rd Party Services Associated with The Proposed Solution (If Applicable) Patch Management I Upgrades
Threat, Vulnerability & Risk Management
Integration with 3rd Party Data Warehouse
Additional Functions/Requirements
Single Sign On (SSO)/SAML 2.0/OAuth 2.0/ADFS Integration with Identity and Access Management LSL & LeaseQuery are happy to provide information security documentation upon receipt of a signed NDA. Regarding authentication, Lease Query offers both SAML 2.0 SSO and application-level authentication based on client preference . Multi-factor authentic ation Is also support natively through the application or through SSO.
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SECTION 1 - Software Implementation
lease oueru~
DESCRIPTION RESPONSE . . ---- -- - - - - - . - - -
Do you use business partners for
implementation services?
Describe the role of your company in
the Implementation.
Describe the Implementation skill sets
your company will provide.
Describe methodology for
implementation of the proposed solution
including estimated timeframe, overview
of deliverables, assumptions and
assumed responsibilities of all parties.
Explanation of change management
activities proposed to Include
descriptions of specific roles of
proposer and City staff for change
management.
Indicate resources that will be required
by the project for both consultant and
City staff, as well as estimated on-site
and off-site hours.
Indicate any third parties, partners
and/or subcontractors that will be used
in the implementation of the proposed
solution and what their specific roles
and functions will be.
LSL serves as a reseller, consultant and implementer for organizations that want to use LeaseQuery to manage their leases.
Please see General Approach and Overall Project
Timeline for response.
Please see Experience and references , Supplemental
· Information: and the Covor letter for response.
Please see sections:
Software Customization Services by LeaseQuel'.'l: and
1mplementation Consulting Services by LSL:
For response
This will require an examination of the City's current Internal controls practices and management. Much of this process will take place in a cloud-based environment and so
establishing best practices early on will be important.
Fortunately, LeaseQuery has built-in controls to ensure data integrity. These enable your team to catch errors before they occur and avoid material misstatements:
• Data entry validatlon and duplication prevention
• Audit trail and lease change reporting
• Role-based access, also customizable by
subsidiary/location
• Constant Backups by AWS in emerg_ency situations
Onsite hours will not be required. In order to coach the City's team through this process, the hourly breakdown for the consultant can be found in : Overall Project Tlmeline
At least 4 hours of City staff's time will be required for LeaseQuery's mandatory training in order to be qualified to use the software. In addition, any implementation team
members will need to be available for GASB training by LSL for 4 hours, as well as weekly status update meetings.
Additional work on top of that will depend on whether or not the city chooses optional data entry services by LSL or chooses to do that themselves. Regardless of those options, please expect a minimum of approximately 200 staff hours to complete this entire project through go-live.
At this time, the project will be managed by LSL with
assistance from City Staff and LeaseQuery's Support Team.
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SECTION 2 - Software User Training and Adoption
DE;SCRIPTION RESPONSE .
--L..- - - --- ------- --- - -·- - - -
Provide an overview of user roll-out
methodology.
Describe product documentation
available to users.
Describe the documentation you
provide, as they apply to server
software, client API, website utility, and
batch updates.
Describe product training mediums
available for the end user community.
Give an overview of proposed training
plan/strategy, specifying how and when
training is to be delivered for both on
site and off- site training, web training
services for the core project team, end
users and technology personnel, as
applicable.
Describe the role of City and proposer
staff for training Including the design
and implementation of the training plan,
development of training materials and
level of assistance with training.
Please indicate in your proposal if
pricing includes unlimited technical
support, software patches, major
version upgrades,
This will be established in as much accordance with the City's current controls as possible and can be fine-tuned with your IT department.
The LeaseQuery application contains a Knowledge Base tab within the application available to all users that contains an extensive library including training videos, FAQ~, .How-To's, and other documentation. Additionally, recordings of the initial user training are provided to the client to aid in the training offuture LeaseQuery end users.
Not applicable as LeaseQuery is a Saas based lease
accounting solution. Available documentation for the
LeaseQuery application can be found In the application's · Knowledge Base.
The LeaseQuery application contains a Knowledge Base tab within the application available to all users that contains an extensive library including training videos, FAQs, How-To's, and other documentation. Hands on training is conducted over four hours remotely. Additionally, recordings of the initial user training are provided to the client to aid in the training of future LeaseQuery end users.
All training will be virtual. The first session will be by LSL, to kickoff your project and ensure your team has the GASB 87 knowledge they need to find all the right data for this project and begin the analysis process. The second training will be by LeaseQuery to get your team prepared to use the
software.
The training plan, design, and materials will be created by LSL and LeaseQuery respective to their training sessions.
Once the project is live, if the City elects the optional implementations services for Year 1, we will work with your director/management staff to create a custom training for your specific team's methodology.
Customer support, maintenance, and upgrades to the
LeaseQuery application are Included In the subscription fees for the LeaseQuery application. While uncommon,
modifications to lease accounting standards are immediately analyzed and implemented into LeaseQuery to ensure
compliance.
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COMPANY INFORMATION
LANCE, SOLL & LUNGHARD, LLP (LSL)
CONTACT AND OFFICE INFORMATION:
LSL is a regional firm with offices in Brea, Santa Ana and Sacramento, California, and Houston, Texas. The proposed services for the City of Riverside will be staffed from our best fitted experts from multiple locations and remote offices. At this time, our preference is to work remotely, but we can provide on-site services if that is very important to the City.
For contact information regarding this RFP, please refer to the information listed in our cover letter.
ENTITY INFORMATION:
LSL is a public accounting firm licensed by the State of California, Department of Consumer Affairs, as a Public Accounting Partnership. As a firm, we are members of the American Institute of Certified Public Accountants and the California Society of Certified Public Accountants. All key staff to be assigned to this engagement are or will be licensed by the State of California to practice as Certified Public Accountants.
SUPPLEMENTAL INFORMATION:
LSL is a regional public accounting firm that currently meets the needs of governmental finance teams throughout California and the United States. Services to local governmental entities have been provided since 1929. This experience has led to the development of efficient procedures that provide numerous client benefits.
Our clients have grown to understand that working with LSL provides them with a wealth of knowledge, confidence and value-added services. For this and many other reasons, our firm has consistently been named one of the "Top Accounting Firms" In Orange County by the Orange County Business Journal.
LITIGATION, MEDIATION, OR ARBITRATION, REGARDING PERFORMANCE OF SERVICES:
LSL is not involved in any of the above stated Items within the past five (5) years.
DISCIPLINARY ACTION:
No disciplinary action has been taken against LSL CPAs nor its employees in the past five (5) years.
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OVERALL PROJECT TIMELINE
We expect the following overall project flow:
PROPOSED PHASES:
GASB Statement No. 87 will require all leases the City currently is under contract for, both as the lessor and lessee, to be analyzed and recorded on the City's financial statements. The term "operating", and "capital" leases will no longer be relevant, and all leases the City is under contract for will now be recorded and disclosed in some form. LSL will spend an estimate of 750 hours to implement GASB 87 reporting requirements and your LeaseQuery software. This estimate is based on the representation from the City that 450 leases have been identified for analysis. In the event additional leases are discovered LSL will meet with the City to determine how to proceed on a project and contractual level.
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SOFTWARE CUSTOMIZATION SERVICES BY LEASEQUERY:
This will involve setting up the cloud-based software environment for specific usage by Riverside. This Includes rolling out user permissions according to Riverside's Security Specifications and assisting throughout the followlng Implementation services by LSL.
LeaseQuery will provide the client with a Project Manager and Lease Accounting Manager for the implementation process. The process will begin with an initial "Kick Off Call" to discuss the Implementation process with the client in more detail. LeaseQuery will coordinate with the Client to structure Client's database in the Solution in a manner that is consistent with Client's unique organizational structure as it relates to consolidated financial reporting.
In order to complete this implementation step and any of the steps in the following subparagraphs, during Implementation, the Client shall
(i) Designate a point person at the Client's corporate office (such as a controller) to serve as project manager for the Client.
(ii) Provide LeaseQuery with, as applicable, an accurate, complete, and detailed explanation of the Fund type, Fund Departments, Units, Divisions and Projects. (iii) Within no more than 30 days after LeaseQuery's request, provide LeaseQuery with the Client's accurate and complete organizational structure chart showing which leases roll-up into which organizational units, and if and how those leases roll-up into those units for financial reporting purposes.
{iv) Provide any other information requested by LeaseQuery to complete this implementation step.
During Implementation, the Client and Consultant will collaborate with LeaseQuery to populate the configured template with all necessary lease data and provide LeaseQuery with the properly populated template In Microsoft Excel, which LeaseQuery will use to perform a bulk upload of such Records Into the Solution.
In addition, LeaseQuery personnel will be available during Implementation to conduct a remote training session (not to exceed four hours) to educate Client's authorized users on the Solution
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CA 92821 Sa11ta Ana CA n?o 1 SaCl:Jllh,lllO, SA \)5tl33 TX 77084 (7 14) G'i2-0022 (714) 569-1000 (916) 503-9691 (03(\) ll2lH&07 salcs@lslcpas GOlll .; Ls~ .... •••• ••
IMPLEMENTATION CONSULTING SERVICES BY LSL:
PHASE 1 ASSESSMENT (~ 50 HOURS):
ASSESS THE IMPACT OF THE STANDARD AND DATA GATHERING.
• Guide client on how to identify the inventory of leases by type. • Guide client to Produce City's Policy for Lease Capitalization • Perform high-level assessment of the Impact on the accounting system, processes, controls, etc. • Provide a high level of GASB 87 training for departments to guide them in proper data collection. (2 hours)
• Project management of inventory and verify completion of listing. (Minimum 1 hr/ week) PHASE 2: IMPLEMENTATION (~700 HOURS):
APPLY STANDARD TO INVENTORY AND DOCUMENT.
• Lease Data entry Via Direct input or software uploader tool (~450 hours) • Advanced Lease Data Review & Approval (~250 hours)
o Analyze lease contracts and identify lease vs. non-lease components. o Assess and update processes within the system and key controls. o Assist with LeaseQuery software implementation through:
• Provide project management and coordination with LeaseQuery and the City. • Identification of additional data elements including lease assumptions and other factors impacting lease recording.
• (Optional)Provide data entry services for LeaseQuery batch data template and calculation validation.
• GASB 87 and Best Practices Training (4 hours)
(OPTIONAL) PHASE 3: MONITORING AND DISCLOSURES(~ 45 HOURS):
DOCUMENT MONITORING PROCEDURES AND PROPER DISCLOSURES.
■ Assess and update or develop documentation of key accounting policies and procedures. • Optional Monitoring and Disclosures Consulting
o Assist with developing ongoing monitoring procedures for future leases. o Assist in identifying automation processes between LeaseQuery and CaseWare ACFR reporting module.
o Provide disclosure requirements per GASB 87 standards and add them to the CaseWare GASB financial statements.
o Provide final training of overall procedures identified for the finance team.
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203 N Orea Olvd Su1l0 203, 13rc~. l 1G 11 E Fourth Sire~:. S,11t~ 200, I 2151 Rrver Plaw Dr , !:Jtule 150, 116340 Park Ten Pl /1 .l:lb. Ho11sto11 • I www .lslrpas.com ·, C.'\ U:!821 Santa Ana GP. !J2701 Sacramento. ~A g5s33 TX 7708<1 \714) 672-00?2 (714) %9, 1000 (9 l!l) 50Hl!l9 I (l13G) 023-4507 s,,le,@llslcpcs.corn ) EXHIBIT "B"
COMPENSATION
f
1 Je otiated Cost Pro osal Total 180.601
Year 1 ORtions 14 500
5.700
Subtotal (Initial Term) $ 205.801
01/01 /26-12(31 /2£
Subtotal ·o tional Years·· 87 081
Grand Total ·$ 292 .S.82
Options incude Monitoring :a.ndDis.closure Consulting :and:a ls-o· Su,pport:and' Consulting Serv ices.
+ lease
CITY OF RIVERSIDE , CA
Response to
Request for Proposals for Professional Services:
GASB 87 Lease Software and Consulting Services:
RESPONSE PREPARED BY:
Lance, Soll & Lunghard, LLP
Certified Public Accountants
License Number 2584
Federal TIN 95-270010223
203 N. Brea Blvd, Suite 203
Brea, CA, 92821
CONTACT PERSON:
Gail Gray, Technology Partner
[email protected]
936.828.4587
RFP No. 2086
NEGOTIATED OFFER NO. 1
TUESDAY, NOVEMBER 9, 2021
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CONTENTS
DATA POINT CLARIFICATION 3
Included as Part of Impl ementat ion: ........................................ ........................................................................ ....... ............. ............... 3 Additional Data Points Included at no Extra Charge: ........................................................................................................................ 3 Additional Data Points That Must be Provided by Client for Entry: .............................................. ........................................ ........... 3 Data Points Handled By LeaseQuery during initi al Setup: ...................... .......... ........................... ........... ................................ ......... 3 PROFESSIONAL SERVICES BY LSL 4
Offering Year 1 ................ ....................... ............ ............................................................ ................................................. ...................... 4 Offering Year 2 ................................ ........................... ............................................................................... ............................................ 4 Offering Year 3 ................................................... ......................... ........................................................................................ .................. 4 Offering Year 4 .................................................. ................................................................. .................................................................. . 5 Offering Year 5 .................................... ........... ............. .................................................. .................... .................................................... 5 Hourly Rates .......... ........................................................... ............................................... ................................................... ............ ....... 5 Grand Tota l Profess iona l Services ............................................................................... ................... .................................................... 5 SOFTWARE FROM LEASEQUERY 6
Offering Year 1 ................................. .............................. ............................................................... ................................... ..................... 6 Estimated Offering Year 2 ......... ........ .......... ............... .................. ....... .......... ......... .................... ...... .......... ............ .......... .................... 6 Estimated Offering Year 3 ....................... ................. ................................................................ .................. .......... ................................ 6 Estimated Offering Year 4 ................................... ...................................... ................. ........................ .......... .................................... .... 6 Estimated Offering Year 5 .................................................................................................... ................................... ............................. 6 Grand Total Software .................. ................................ ....................................................................... .......................................... ......... 7 Change in Lease Coun t .............................. .................. ..................................................... ................................ ................................... 7 TOT AL OFFER 8
Year 1 Grand Total ........................... .................... ............... ........................ ..................................................................... ........ ............. 8 Year 2 Gra nd Total ....................... ........... ............................................................................................................. ......................... ........ 8 Year 3 Grand Tota l ................. .......................... ................................................................................... .................................................. 8 Years 1-3 Grand Total ............................... .... ....................................... ............................................. ........................................... ......... 8 Years 1-3 Options Total ................................................................ .................... .................................................... ................................ 8 OPTIONAL Year 4 Gra nd Total (1/1/24-12 /31 /25) ......................... ............................. ................................................................. ......... 8 OPTIONAL Year 5 Grand Total (1/1/25-12 /31/26) ....................................... ........................................ ....................... ................... ....... 8 OPTIONAL Years 4-5 Grand Total ............................................................................................................ ........................................... 8
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203 N. Brea Blvd, Suite 203, Brea, 11611 E. Fourth Street, Suite 200, I 2151 River Plaza Dr., Suite 150, 116340 Park Ten Pl #335, Houston, I www .lslcpas.com CA 92821 Santa Ana, CA 92701 Sacramento, CA 95833 TX 77084 (714) 672-0022 (714} 569-1000 (916) 503-9691 (936) 828-4587 [email protected] tease
DATA POINT CLARIFICATION
More specific notes on the nature of the data gathering, abstraction, and analysis can be found on the attached Spreadsheet titled "Data Points".
INCLUDED AS PART OF IMPLEME NTATION :
Lease Type
Our Role
Short-term Lease
Classification
Make
Model
Serial Number
Address 1
Country
Zip Code
City
State
Payment Type
Base Rent
Borrowing Rate
Allocation Beneficiary 1-Allocation
Structure
Allocation Percentage 1-Allocation
Structure
Possession Date
Current End Date
Email Alert Recipients
Vendor Company Name
Local Currency
Functional Currency
Reporting Currency
BR Payor
BR Frequency
BR FPO
BR Escalation
BR Amount 1
BR Frequency 1
BR First Payment Date 1
BR Last Payment Date 1
BR Amount 2
BR Frequency 2
BR First Payment Date 2
BR Last Payment Date 2
BR Amount 3
BR Frequency 3
BR First Payment Date 3
BR Last Payment Date 3
ADDITIONAL DATA POINTS INCLUDED AT NO EXTRA CHARGE:
In the spirit of good faith and competition , we are including these additional data points at no additional fee.
Lease Commencement Date - In Agreement
Tenant/Landlord Name - In Agreement
Tenant/Landlord Address - In Agreement
Tenant/Landlord Contact Phone Number - In Agreement or City would have to provide
Map of Leased Property populated by Google Maps data
Size / Square Footage, where applicable - In Agreement
Price Per Sq Footage - Base Rent/ Square Footage, where applicable - In Agreement
Fixed Amount or CPI Increases - In Agreement (set by
consultant to a value that would have to be manually updated in each lease)
APN - In Agreement
ADDITIONAL DATA POINTS THAT MUST BE PROVIDED BY CLIENT FOR ENTRY:
The following data points will be added to the upload by LSL, but they must be provided and initially reviewed by the client.
GL Key - City would have to provide
GL Object - City would have to provide
Sublease (Y/N) - City would have to provide
Department - City would have to provide
Department Contact Name - City would have to provide
Customer/Vendor Number - City would have to provide
DATA POINTS HANDLED BY LEASEQUERY DURING INITIAL SETUP:
These data points will be discussed and processed by LeaseQuery's implementation team during the initial setup.
Auto Pay Set-Up? Yes/No - Create Field Only - Default to No Generate Tax Liability? Yes/No - Create Field Only - Default to No
Generate Tax Liability? If Yes , Type of Tax Liabil ity - Property Tax or Possessory Tax - Create Fields Only and leave Blank
Sublease (Y/N). If Yes , Name and Phone Number (Create Fields Only - Default to Blank Name and Phone Number)
Primary Use of Site - Create field only (Default to Blank) ~ PrimeGlobal ~----
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PROFESSIONAL SERVICES BY LSL
OFFERING YEAR 1
CII
Virtual GASB 87 & Best Use our trainers and subject-matter-experts to educate your Practices Training team on the Lease standards , best practices, and your new software .
Lease Assessment Our team will go through any lease documentation you provide for the number of leases you specified and make the determinations about which qualify under new lease
accounting standards, to be included in this implementation .
Data Entry via Bulk LSL's Lease Data Team will examine the lease Uploader documentation provided , abstract the required data points for software setup and lease standards compliance , and migrate it to the bulk uploader tool. This does not include review and approval . This is the abstraction of the data by having personnel read through the lease documentation .
Advanced Data Review This is a review of the migration tools, like the bulk uploader , & Approval and destination systems to test the efficacy of the data migration . These tests will be performed on the end products of large portions of the data sets themselves and is not a re- review of the data point-by-point.
Monitoring and Consulting and Guidance for generating the unique Disclosures Consulting disclosures for the City and RPU and recommendations and Option assistance for monitoring policies within the software Year 1 Support and Provide "as-needed " support, customization services, and Consulting Option consulting .
OFFERING YEAR 2
, D
Year 2 Support and Provide "as-needed " support, customization services, and Consulting Option consulting .
OFFERING YEAR 3
•
Year 3 Support and Provide "as-needed " support, customization services, and Consulting Option consulting.
tease
6 hours non-CPE
Training for Unlimited
Attendees
By lease for up to 450
leases
By lease for up to 450
leases
By lease for up to 450
leases
YEAR 1 SUBTOTAL:
Recommended DNE for
hourly services at
current hourly rates
Recommended DNE for
hourly services at
current hourly rates
YEAR 1 SUBTOTAL:
Recommended DNE for
hourly services at
current hourly rates
YEAR 2 SUBTOTAL:
Recommended DNE for
hourly services at
current hourly rates
YEAR 3 SUBTOTAL:
1,750
16,000
37,500
19,000
$74,250
8,000
6,500
$14,500
5,700
$5,700
5,000
$5,000
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203 N. Brea Blvd, Suite 203, Brea, 11611 E. Fourth Street, Suite 200, I 215·1 River Plaza Dr., Suite 150, 116340 Park Ten Pl #335, Houston, I www.lslcpas.com CA 92821 Santa Ana, CA 92701 Sacramento, CA 95833 TX 77084 (714) 672-0022 (714) 569-1000 (916) 503-9691 (936) 828-4587 [email protected] OFFERING YEAR 4
Year 4 Support and
Consulting Option
OFFERING YEAR 5
HOURLY RATES
Group Training Rate
Partner
(CPA) Manager
Supervisor
Senior Programmer
Senior
Provide "as-needed" support, customization services, and consulting.
Provide "as-needed" support, customization services, and consulting .
Support Manager (Programmer)
Staff
Technical Paraprofessionals
Clerical
*Please expect an annual increase of 1-3%
GRAND TOTAL PROFESS IONAL SERV ICES
Year 1 Total Required Services
Year 1 Optional Services
Year 2 Optional Services
Year 3 Optional Services
Recommended ONE for
hourly services at
ro·ected houri rates
YEAR 3 SUBTOTAL:
Recommended ONE for
hourly services at
ro·ected houri rates
YEAR 3 SUBTOTAL:
PROFESSIONAL SERVICES YEARS 1-3 SUBTOTAL:
Year 4 Optional Services
Year 5 Optional Services
PROFESSIONAL SERVICES YEARS 4-5 SUBTOTAL:
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GRAND TOTAL SERVICES YEARS 1-5:
5,300
$5,300
5,600
$5,600
$400
$290
$185
$160
$160
$140
$140
$125
$110
$75
74,250
14,500
5,700
5,000
$99,450
5,300
5,600
$10,900
$110,350
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203 N. Brea Blvd, Suite 203, Brea, I 1611 E. Fourth Street, Suite 200, I 2151 River Plaza Dr., Suite 150, 116340 Park Ten Pl #335, Houston, I www.lslcpas.com CA 92821 Santa Ana, CA 92701 Sacramento, CA 95833 TX 77084 (714) 672-0022 (714) 569-1000 (916) 503-9691 (936) 828-4587 [email protected]
SOFTWARE FROM LEASEQUERY
r
The following cost is based on a Lease Count of 450 leases. Though LeaseQuery cannot offer a fixed fee regardless of the number of leases, they have offered to reduce their per-lease pricing for the first year from $71 .40 per lease to $69 .00 per lease. They have also agreed to lower the annual rate of increase for your software license for years 2-3. Additionally , they have lowered their original setup cost from $15,000 to $7,500.
Subscription term to commence January 1st, 2022.
OFFERING YEAR 1
l:J:-J~•IIUl~ r-. r -·· f . :.]:J,T:{(lJ; ; ,rn mr .J,'. ,•~c.:t, ·. ' · · U H~• cil,iY('i/b Software Configuration and Basic Training One Time Cost 10,000 Bulk Upload Tool & Configuration One Time Cost 5,000
Custom Journal Entry Automation One Time Cost (not originally 0 listed, normally $5,000) 1 Year Subscription Agreement for up to 450 leases First Year Subscription Cost 32,130 SUBTOTAL: $47,130 I
ESTIMATED OFFER ING YEAR 2
1 Year Subscription Agreement for up to 450 leases 2nd Year Subscription Cost 34,700 SUBTOTAL: $34,700
ESTIMATED OFFERING YEAR 3
1 Year Subscription Agreement for up to 450 leases 3rd Year Subscription Cost 37,476 SUBTOTAL: $37,476
ESTIMATED OFFERING YEAR 4
1 Year Subscription Agreement for up to 450 leases 4th Year Subscription Cost SUBTOTAL:
ESTIMATED OFFERING YEAR 5
1 Year Subscription Agreement for up to 450 leases 5th Year Subscription Cost NIA SUBTOTAL: NIA
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5,000
2,500
0 31,050
$38,550
32,913
$32,913
34,888
$34,888
$36,981
$39 ,200
$39,200
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GRAND TOTAL SOFTWARE
Year 1 Software Total 47,130 38,550
Estimated Year 2 Software Total 34,700 32,913
Estimated Year 3 Software Total 37,476 34,888
SUBTOTAL: $119,306 $106,351
Software Discount: ($12,955)
Estimated Year 4 Software Total NIA 36,981
Estimated Year 5 Software Total NIA 39,200
SUBTOTAL: N/A $76,181
CHANGE IN LEASE COUNT
The special offered per-lease rate of $69/lease for the City of Riverside is contingent on committing to a minimum of 450 lease records . If the City would like their subscription to be adjusted for less records , the per-lease rate will increase. If, after lease analysis , it is determined there are more than 450 leases in City's portfolio , additional leases may be added to your subscription at the special offered $69.00 per lease for the first year.
For consulting services it will be $165 for leases in excess of 450 during implementation .
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TOTAL OFFER
YEAR 1 GRAND TOTAL
Services 74,250
Year 1 Total Software 47,130
YEAR 1 SUBTOTAL: $121,380
YEAR 2 GRAND TOTAL
Year 2 Total Software
YEAR 2 SUBTOTAL:
YEAR 3 GRAND TOTAL
Year 3 Total Software
YEAR 3 SUBTOTAL:
YEARS 1-3 GRAND TOTAL
Year 1 Total 121 ,380
Year 2 Total 34,700
Year 3 Total 37,476
YEARS 1-3 SUBTOTAL: $193,556
YEARS 1-3 OPTIONS TOT AL
14,500
Year 2 Total O tions 5,700
Year 3 Total Options 5,000
YEARS 1-3 OPTIONS SUBTOTAL: $25,200
YEARS 1-3 SUBTOTAL WITH OPTIONS: $218,756
OPTIONAL YEAR 4 GRAND TOTAL 1/1/24-12/31/25
Year 4 Total Services
Year 4 Total Software
YEAR 3 SUBTOTAL: N/A
OPTIONAL YEAR 5 GRAND TOTAL (1 /1/25-12 /31 /26)
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Year 5 Total Services
Year 5 Total Software
YEAR 3 SUBTOTAL: N/A
OPTIONAL YEARS 4-5 GRAND TOTAL
YEARS 4-5 SUBTOTAL:
YEARS 1-5 GRAND TOTAL:
74,250
38,550
$112,800
112,800
32,913
34,888
$180,601
14,500
5,700
5,000
$25,200
$205,801
5,300
36,981
$42,281
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5,600
39,200
$44,800
42,281
44,800
$87,081
$292,882
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Lease Type - tn Agreemen t
Our Role - In Agreemen t
Short•term Lease - In Agreem ent
Classification- In Agreement
Make - In Agreement
Mode!• In Agreement
Sercal Number · In Agreeme nt
Lo~.il Curr ency - In Agreement
Functio nal Currency - In Agreeme nt
Report!n{; Currency- In A[;reeme nt
Address 1 - In Agreement
Countr y- In J..1;reement
Zip Code • In Agreement
City- In Agreement
Slate • In Agreeme nt
Possession Date - In Agreement
Curren t End O;;te - In Agreement
Email Alen Recipients - City would have to provide
Vendor Company Name
BR P;;yor - In Agreeemen t
P;:;yment Type • In Agreement
Base Ren t - In Agreement
BR Frequency- In A{;reement
BR FPO - In Agreemen t
BR Escal<1llon • In Agreement
BR Amount 1- In Agreement
BR Frequency 1 • In Agreement
BR First Payment Date 1- In Agreement
BR Last Payment 02te 1 - In Agreement
BR Amount 2- tn Al;reement
DR Frequency 2- In Agreement
BR Fim Payment Date 2 • In Agreement
BR Lest P2yment D2,te 2 - In Agreement
BR Amount 3 • In A.Breement
BR Frequency 3 - In A.Breement
BR F1rst Pa\•ment Date 3 - In Agreement
BR Last Payment Di!le 3 - 1n Agreem ent
Borrowing Rcte - In Agreement or Policy
Allocct ion Beneficiar\' 1-Allocalion Structure
Allocation Percentag e 1-Allocation Structure
Othe r Data Points
Notes
Assuming City as Leasee or Lessor, Licensee or Licensor, etc.
Assuming Building, equipment , etc.
Assuming same as Property Address Information or Asset Location Assuming same as Property Addres s lnforma11on or Asset Locat ion Assuming same as Prcpert\' Address Information or Asset Location Assuming same as Property Addre ss lnformat10n or Asset Location Assuming same as Property Address Information or Asset Location AHum1ng same as Lease End Date
Assuming same as Tenant / landlord Name
Assuming same as Renewal Periods
If borrow ing rate 1s located 1n Agreement was requ ested on Spreadshee t Not sure what this means
Not sure what this means
Notes
i:;•c.;PN-'-·--'ln---'A-"g'-'""''m" e"'n'--t ________ __ __, cus tom Field i=''"''~"~C~om-"m-"e"-n~ce"'m~e-"nt'-'D"'at"'e---'- l"-n ~Ag~ce'-'e"-m~eo~t - ------, Th1 ~ may be different than posse5Slon date ._T~eo_ao_t/~L_ao_dl_o,_d_N_am_e~--'n_A=''~" ~m~•~"'~--- ----< Refered to as vendor in LQ f'-T'",n"',n"'t/'-'L'",n"'dlcco''-"d---'Ad,cdcc"cc"'--·-"ln"->-"gccce'"emc,e"-'nt'---- ------, Refered to as vendor in LQ Tentant/Landl ord Contact Phone Number - In Agreement or Citv would have to provide
GL t:ey- City would have to provide
GL Obiect • City would have to provide
._M~•~• -'-of~L•~•~se_d_P,~o•~•~" ~' -------- ----< LeaseQuery aut omates via Google Maps Size / Square Footage, where applicable - In A11reement Price Per Sq Foo1age - Base Rent / Square Footage , where applicable - In Agreement
lnduded In
Spreadsheet Sent
to Departments
l"F"'ixe'-'d-'-A""m""ou"n'--t o'--c'-"CP'-'1-"'ln'"cc'"ea"'se'-'s-- cc'"---'Ag"'-' "-'" "-'m"'-en"-'t- -----! We can only set 1110 one numbe r and this would have to be manually update d in eac h !ease · i=''"'''--"~'"'""''u"'s~{cc-u'---'" "nt~/tccec-cm-'-ln'--at'--ed~)_- l"-n 'c'A"~"'-'' -'-m"'en---'t _ __ --! 1f Terminated wo uld they really want it added into LQ default woul b be current Department - City wo uld have to provide
Departme nt Contact Name - City would have to provide
Fields to Create ONLY
Auto Pay Set-Up? Yes/No - Create Field Only • Default to No Done by LQ during implement ion Generate Tax Liability? Yes/No - Create Field Only• Default to No Done by LQ during implement ion
Generat e Tax Llab1h ty? If Yes, Type of Tax L1ab1lity - Property Tax or PC1ssessory Tax - Create Fields Only and leave Blank Done by LQ dunng 1mplement1on Sublease (Y/N). 1f \'e s, Name and Phone Number jCreate Fields Only• Default to Blank Name and Phone Number) Done by LQ during imple mention Pnmary Use of S11e - Cre;;te field only (Default 10 Blank) Done by LQ during lmple me nt1on l egend:
In Agreement - Data point ts located within the lease agreement and we' ll need Consultant to assist with obtaining and/or verifying data point Informat ion.
Oty would have to provide - Data point Is not located In the lease agreement and Otywou ld have to provide to Consultant Included In Spreadsheet Sent to Departments - The dat a point was reques ted from the Departments (see attached spreadsheet that was sent to Departments) Note: Useful life was requested from the departments assuming It was a required GASB 87 data poin t; howev er, based on our last discussion, It appears that this data point Is not necessary . If this data point Is not a requi remen t, what sho uld we use as the ltfe to calculate depre ciation? WIii that be the same term as the lease? ~----------------! no extra charge· performed a5 part of implementation ~----------------! Must be provided by the client, the contractor cannot find this on th eir own ._ _______________ _,Only extra 11ems that aren 't already included as part of1mplementa t1on CPI or or other indexed payments can be entere d into LeaseQuer)"s s}•stem and accounted/or m accordance w11h GA58 87 in the "addit ional pa},menrs H sec11on oj 1he /mancrc l rob oj a lense. Wh,le 1he lease hab1litr ,snot requ,red to be remeasu red solely for o chan ge m on mde.<, 1/ If a lease /1ob1/1111 ,s remeasured under GASB Sl, lhe l,ab1fity also should be od1us/ed foron y change m on mdex or role used ro de1erm me vonoble pa1•ments 1/ thOI change m the mde:1 or rare ,s el/peered 10 s1gmf1contly of Jeer rhe amoum of rhe f,ab,hrv smce the previous measurement . Therefore , 1here ,s a specif!C roggle t har users con click thar re/ls rhe S}'Slem \\'hether the povment is based on on mde:1 /or properapp/lcalton 01 rransmon and for ongoing opp/tcof10n. The CPI ad1usted pa}'ment s can eu her be manual/}' de!ermmed or calcula1ed based an an index lable determined b~• 1he user
Ls~ .... ••e• ••
lance, Soll, & Lunghard LLP
Techno/09ical Consultin g Team
PAYMENT MILESTONES
In response to Negotiations for RFP No . 2086 : GASB 87 Software So lution TERM SUMMARY :
Required Items for Implementation
Year 1 Options
Year 2 Options
Year 3 Options
Optional Year 4
Optional Year 5
~
January 1, 2022-December 31, 2024
Same as above
--------- --- - - -- -
Same as above
Same as above
SUBTOTAL:
January 1-December 31, 2025 --- --------
January 1-December 31, 2026
SUBTOTAL:
180,601
14,500
5,700
5,000
205,801
42,281
44,800
87,081
GRAND TOTAL: $29~
LQY1
LQTC
1 Year Subscription Agreement for up to 450
leases
Software Configuration and Basic Training
----------
LQBU Bulk Upload Tool
LSL87 Virtual GASS 87 & Best Practices Training
LASO Lease Assessment 50%
LA99 Lease Assessment for Data Entry
DE2S Data Entry 25%
DESO Data Entry 50%
DE7S Data Entry 75%
DE99 Data Entry for Advanced Review
ARSO Advanced Review 50%
AR99 Advanced Review for Bulk Upload
LQY2 Estimated Year 2 Software Purchase
LQY 3 Estimated Year 3 Software Purchase
Upon project commencement
Upon project commencement
Upon project commencement
Upon scheduling of training session
~- - - --- - --- -
When deemed 50% complete by
consultant & client
When deemed complete enough to
_C(!!!le}_ete th~ Of q_y the c_ons11fJ_a_rit
When deemed 25% complete by
consultant & client -------When deemed 50% complete by
consultant & client
-- When deemed 75% complete by
consultant & client
When deemed complete enough to begin
acf_vanced rey iew /;!y J_/le ~onsult~nt _
When deemed 50% complete by
consultant & client - - -
When deemed complete enough to
_ complete the B{l QY the consultant
Upon Year 2 Software Renewal
Upon Year 3 Software Renewal
RFP PROPOSAL TOTAL:
31,050
5,000
2,500
1,750
8,000
8,000
9,375
9,375
9,375
9,375
9,500
9,500
32,913
34,888
180,601
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203 N Brea Blvd, Suite 203, 11611 E. Fourth Street, Suite 200, I 2151 River Plaza Dr., Suite 150, I 16340 Park Ten Pl #335, I www.lslcpas.com Brea, CA 92821 Santa Ana, CA 92701 Sacramento, CA 95833 Houston, TX 77084 (714) 672-0022 {714) 569-1000 (916) 503-9691 (936) 828-4587 /contact-us MODI
SUP1
Monitoring and Disclosures Consulting Option
- -
Provide "as-needed" support, customization
services, and consulting.
SUP2 Year 2 Support and Consulting Option
SUP3 Year 3 Support and Consulting Option
* Consultant can bill before completion due to delay in client deliverables *deemed 75% complete by consultant &
client
Upon Final Year 1 Bulk Upload
YEAR 1 OPTIONS TOTAL:
Upon Year 2 Software Renewal
YEAR 2 OPTIONS TOT AL:
Upon Year 3 Software Renewal
YEAR 3 OPTIONS TOTAL:
8,000
6,500
14,500
5,700
5,700
5,000
5,000
** Additional Hours required for years 2-5 will be billed monthly on a pay-as -you-go basis . See rates in the "Hourly Services " Section . This will be paid out of contingency funds .
OPTIONAL YEARS (4-5) FEES :
LQY 4 Estimated Year 4 Software Purchase
SUP4 Year 4 Support and Consulting Option
LQY5 Estimated Year 5 Software Purchase
SUP5 Year 5 Support and Consulting Option
HOURLY SERVICES
Upon Year 4 Software Renewal
Upon Year 4 Software Renewal
SUBTOTAL:
Upon Year 5 Software Renewal
Upon Year 5 Software Renewal
SUBTOTAL:
OPTIONAL YEARS TOTAL:
36,981
5,300
42,281
39,200
5,600
44,800
87,081
Any work outside the scope of this quote shall be covered under an hourly engagement contract at whatever the current hourly rates are at that time.
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203 N. Brea Blvd, Suite 203, Brea, I 1611 E. Fourth Street, Suite 200, I 2151 River Plaza Dr., Suite 150, 116340 Park Ten Pl #335, Houston, I www.lslcpas.com CA 92821 Santa Ana, CA 92701 Sacramento, CA 95833 TX 77084 (714) 672-0022 (714) 569-1000 (916) 503-9691 (936) 828-4587 [email protected] Gail Gray
Deborah Harper
Matthew Freitas
Brian Gross
EXHIBIT "C"
KEY PERSONNEL
Ls~ .... •••• ••
"EXHIBIT C" .. COMPANY (KEY) PERSONNEL
~ ·
The most critical component in the successful completion of any service is the personnel assigned to carry out the responsibilities. We have assembled a team composed of individuals with an optimum mix of talents.
The personnel assigned have experience in performing the tasks for which they are responsible, as well as familiarity with all municipal accounting operations. Additionally, each has developed extensive skills in a variety of other complementary subjects through their work with clients in other industries. Thus, the experience gained on previous assignments can be applied and tailored to the unique needs of your organization.
For more information on how Leasc Query chooses and p repares their partner firms, please see these partner definitions:
Consulting partners have a strong depth of knowledge understanding and Implementing new GASB pronouncements. Our partners and your entire engagement team will be comprised of team members with extensive knowledge and experience with local governments.
LeaseQuery partners with accounting firms to implement and help clients best utilize their lease accounting software. As partners, LSL receives exclusive training on LeaseQuery's platform. LSL partners with LeaseQuery in the following ways:
Certified Service Partners: As Certified Partners, our personnel receive specialized training on the software platform and must become experts on how to best use LeaseQuery.
Reseller Partners: Our personnel are dedicated to finding the best financial solutions for their clients.
Reseller Partners are given the necessary resources and information about the software to help ensure clients feel comfortable for their unique lease accounting needs.
Managed Service Partners: As a firm that provides outsourced accounting services to our clients, we can actually leverage off LeaseQuery's platform on our clients' behalf. As Managed Service Partners we are able to provide our clients with the required disclosure Information, Journal entries, and financial insights for their lease portfolio.
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Ls~ .... •••• •• lease oueru~
GAIL GRAY, CPA, TECHNOLOGY PARTNER
Gail will be responsible for overseeing the engagement, implementing LeaseQuery, supervising staff, and maintaining client communication throughout the engagement. She has worked with over 100 governmental entities across the United States to train their teams on governmental accounting standards, GASB reporting for both ACFR and Budget books.
ACHIEVEMENTS
Gail is a well-established expert in the field of Governmental Accounting and Finance Technology. Gail was the founding principal of Gray CPA Consulting, now a part of LSL CPAs. She works with the team to ensure we are providing a high quality of service to our clients. She has been training, mentoring, and automating finance teams since 2001. She is a member of the California and Texas Society of CPA's, GFOA, CSMFO, GFOAT, FLGFOA, and AICPA. She has also served as a Budget and ACFR reviewer for the Government Finance Officers Association (GFOA) for over 4 years. Gail regularly speaks about current pre-audit preparation processes, GASB related accounting topics, and cutting-edge software solutions at LSL training events. She is a GASB subject-matter expert and provides content to CaseWare North America every year to update their template. Gail maintains business partnerships with a variety of software providers and remains a constant expert on how technology can empower finance teams.
LICENSE
Certified Public Accountant - Colorado 1996
Certified Public Accountant - California - 1998
Certified Public Accountant - Texas 2013
CaseWare Certified Trainer - 2002
MEMBERSHIPS
California Society of Certified Public Accountants (CalCPA) American Institute of Certified Public Accountants (AICPA) GFOA ofTexas
Texas Society of CPA's
(AGA) Association of Government Accountants
California Society of Municipal Finance Officers (CSMFO) Government Finance Officers Association, Associate Member (GFOA)
EXPERIENCE
Gail started work with as a Governmental Auditor in .1996. Flve years later, as Audit Manager, she implemented CaseWare with the firm. In 2001, she opened her own practice and began to focus on implementing CaseWare with CPA Audit firms, non~for-profit, commercial companies, and governmental finance teams all over the world. In 2007, she worked with CaseWare International to create the GASB Financials Template, which allows for the automation of GASB reporting. She and her team have implemented this product for hundreds of entities in the US. Now, her team joins LSL, where they serve as our Technology Consulting Team, and continue their work, while now having the resources to focus on research, development, and education, instead of administrative tasks.
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Ls~ .... •••• •• leaseoueru~
Gail Gray, CPA, Partner (Continued
She has been involved on the following recent engagements:
City of Los Angeles, CA
City of Beverly Hills, CA
City of San Jose, CA
City of San Jose - Employees Retirement
San Jose International Airport
Napa County, CA
Town of Pecos City, TX
City of Corpus Christi, TX
Union Public Schools, OK
City of University Place, WA
City of Fort Worth, TX
Port of Houston, TX
City of Deerfield Beach, FL
City of West Palm Beach, FL
This work entailed:
City of Bakersfield, CA
City of Albuquerque, NM
Champaign Parks District, IL
City of Las Vega, NV
Leon County, FL
Martin County, FL
Nevada State Controllers
City of Newport News, VA
Newport News Waterworks
Newport News EIDA
Sacramento County, CA
City of Sedona, AZ
City of Ventura, CA
• The automation of the Annual Comprehensive Financial Report for those entities involved in the award programs of the Government Finance Officers Association of the United States and Canada. • Software consulting, training, implementation, and support for CaseWare solutions and the clients' respective ERP systems (if present).
• Created efficiencies and new methodologies for individual processes related to government-wide reconciliation and cash flows.
• Helped these finance departments to optimize and customize their current software environments. • Consulted on the acquisition and implementation of new software solutions. • Implemented new GASB pronouncements into the Finance Process.
EDUCATION
Bachelor of Arts Degree in Business Administration with an emphasis in Accounting - Methodist University, NC -1993
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203 M Broa Blvd, Suite 203, f.lrea, I H;l IE •'ourth StreAt, Slllte 200. I 2151 R1vc,r Plaza D1., S.111e 150, 116340 rark Ten Pl #33S. Hot1sto11. I www.lslcpas.com · CA 02B? I Sanla Ana. CA 9270 I S11cr;rnw11to. CA D5833 TX 77084 ', (714) 672,0022 (714) 5G9-IOOO (9 Hl) 503-9691 (036) B:!8-4b87 salr:S(i_i)l$1Cpar, com ;_; Ls~ .... •••• ••
DEBORAH HARPER, CPA, ASSURANCE PARTNER
Deborah will be responsible for training County team members on Implementation and reporting requirements for GASB 87.
ACHIEVEMENTS
Deborah was accepted as a 2015 and 2016 executive committee member of the AICPA Government Audit Quality Center, which is a national division for governments. As an executive board member, Deborah participates in the development, review, and first-hand discussion of new standards and guidance published in the AICPA Audit Guides which is provided to audit firms across the country.
In 2017, Deborah participated in the GASB Research Note Disclosure Reexamination Roundtable.
Deborah leads the Lance, Soll & Lunghard, LLP training program and serves as the firm Learning Director.
LICENSE
Certified Public Accountant - California 2005
CONTINUING EDUCATION
Total hours were 132 in last three years of which 68 were in governmental accounting and auditing subjects . Deborah has met the Governmental Auditing Standards requirement for governmental CPE.
MEMBERSHIPS
California Society of Certified Public Accountants (CalCPA) American Institute of Certified Public Accountants (AICPA) California Society of Municipal Finance Officers, Associate Member (CSMFO) Government Finance Officers Association, Associate Member (GFOA) Governmental Accounting and Auditing Committee
AICPA Government Audit Quality Center
EXPERIENCE
Deborah has over twenty years of experience in governmental audits. During her time with the firm, she has performed all phases of our government audits and made numerous presentations to Boards of Directors and Audit Committees.
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Ls~ .... •••• •• lease oueru~
Deborah A. Harper, CPA, Paltner (Continued)
She has been involved on the following similar engagements:
Cucamonga Valley Water District
Coachella Valley Water District
Inland Empire Utilities Agency
East Bay Municipal Utilities District
City of Pasadena
City of Santa Monica
City of Monrovia
City of Orange
City of Seal Beach
This work entailed:
Sutter County
Yolo County
City of Riverside
City of Camarillo
City of Thousand Oaks
City of Corona
City of Banning
City of Claremont
City of Ontario
• The preparation of the Annual Comprehensive Financial Report for those entitles involved in the award programs of the California Society of Municipal Finance Officers and the Government Finance Officers Association of the United States and Canada. • Review the audit of these entities and provide technical assistance throughout the year to deliver the most up to date information with current GASB pronouncement. • Present the overall audit results to audit committees or other Board Members.
TRAINING COURSES
Deborah provides training courses throughout California. She provides training to the California Association of State Auditors, the County Auditors, and the California Society of Municipal Finance Officers. In addition, Deborah provides courses to a variety of Cities throughout the year on current and upcoming GASB pronouncements.
Recent courses included:
• GASB 87, Lease Accounting
• Introductory to Government Accounting
• GASB update
• Preliminary Views on Financial Reporting
• Internal Control Risk Assessments
EDUCATION
Bachelor of Arts Degree in Business Adrninistration with an emphasis in Accounting - California State University, Fullerton, 2000 ·
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203 M Brea Blvd. Suite 203. Orea, I 161 t E Fourth Stmet, Suite 200, I 21a1 ri,var Plaz~ Dr., Suite 150, I 1G3·10 Park Ten l'I l/3:J5, Hour,ton. I 1.vww.lslcpns.cnm i CA D2821 Sa·1ta Ana, CA 92701 Sar.ra1nonto CA ~l!,83'3 TX 77084 ·• (714) 67::?-0022 (714) 569-1000 (9 IG) Ci03-9G9'1 (836) u2u-,1~:Ji sa:es@lslcpas c.orn · ·_i r;
Ls~ .... •••• ••
ACHIEVEMENTS
MATT FREITAS, CPA
Technology Manager
Matt has become an expert in project management and software implementation for government finance teams. Before he had even finished his degree in accounting or CPA License, he worked with CaseWare to develop the GASS Financials Template. Since then, he has automated ACFR's and Budget Book production and ongoing GASS compliance with hundreds of US clients. Matt pioneered a technical review process for CaseWare files that has helped to modernize countless clients' CaseWare workflow, and their accounting processes in general. He can pinpoint the causes of not only technical difficulties, but indicators of redundant and time-consuming processes. His eye for design and consistency has many clients getting their certificates of reporting excellence.
LICENSE
Certified Public Accountant - California 2020
MEMBERSHIPS
California Society of Certified Public Accountants (CalCPA) Texas Society of Certified Public Accountants (TSCPA)
American Institute of Certified Public Accountants (AICPA) Government Finance Officers Association, Associate Member (GFOA) Caseware Certified Training Instructor Working Papers and Financials products
EXPERIENCE
Matt grew up in an accounting office. Before he was an accountant, he was doing bookkeeping and pitching in during tax season after school and over the summers. Since 2008, He has performed tax planning, accounting, and financial reporting for all client types, from small businesses to large governments. He became a CaseWare Authorized Trainer and Consultant in 2010 and contributes annually to providing technical improvements, feature requests and GASB content to CaseWare to add to their template.
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203 N Wea Hlvd. Sui!~ 203, Br,,a, I 1611 [ r=ou,th Shaet Su1le 200 I 2151 Riv,,r fllnzn DI , Srnle 150, 11133•10 Pa, k Ten l'I 11335, Houston, I www.lslcpas.r.om .[ CA 02821 Santa /\na . er, 92/0 I Sac,amento, Ci\ 1i5B33 TX 77084 , (/ 14/ 612-0022 (714) r,G0-'.000 (916) 503-9691 (030) U2U-~'.•ll/ sales@ lslcp8S,C0111 .) .,
Ls~ .... •••• •• lease oueru~
Matt Freitas, CPA, Technology Manager (Continued)
He has been involved on the following recent engagements:
City of Los Angeles, CA
City of Beverly Hills, CA
City of San Jose, CA
City of San Jose - Employees Retirement
San Jose I nternatlonal Airport
Napa County, CA
Town of Pecos City, TX
City of Corpus Christi, TX
Union Public Schools, OK
City of University Place, WA
City of Fort Worth, TX
Port of Houston, TX
City of Deerfield Beach, FL
City of West Palm Beach, FL
This work entailed:
City of Bakersfield, CA
City of Albuquerque, NM
Champaign Parks District, IL
City of Las Vega, NV
Leon County, FL
Martin County, FL
Nevada State Controllers
City of Newport News, VA
Newport News Waterworks
Newport News EIDA
Sacramento County, CA
City of Ventura, CA
City of Sedona, AZ
• Project management of lengthy and detailed software implementations. • Replication of complex financial reports within a software environment. • Consulting with these clients about formatting consistency of their reports and work-paper generation and organization.
• Management of the implementation and support team as well as coordination with client teams to complete long-term projects together and meet deadlines. • The preparation of the Annual Comprehensive Financial Reports or Budget Books for GASB Template Implementation Clients.
• Development of Consistency and report quality to reach achievement in the award programs of the California Society of Municipal Finance Officers and the Government Finance Officers Association of the United States and Canada.
• Provide technical assistance throughout the year to deliver the most up to date information with current GASB pronouncements.
• Technical review of CaseWare, Excel, and other files for errors, inconsistencies, and redundant processes.
• Training client staff initially involved in the software and process implementations, as well as new staff later in their support process.
• Follow client progress through first years after implementation to ensure year-end close and following reporting cycles operate smoothly with the newly implemented processes.
EDUCATION
Bachelor's degree, Web Design - University of Advancing Technology - 2007 Bachelor's Degree, Accounting - University of Santa Barbara - 2013
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203 N Oro~ nlvcl. Swte :10:l, Brea, I 1611 E Foui1h S!rnet, Suite 200 I 21 (, 1 River Pla7a Dr .. $t11le 15\l, I 11>340 Pmk Te,1 l'I 1/335, Houston, I www.lslc.p;is.com CA 02621 Sama Ana, C/1 82101 $ac1all1P.lllll CA ~5833 TX 77084 (714) t,72-M22 (714) 569-1000 (9 IG) 503-9691 (U:l61 l:128-4~8, J [email protected] Ls~ .... •••• •• lease oueru~
ACHIEVEMENTS
BRIAN GROSS, MSA
Senior Assurance Staff
Brian has earned the Intermediate Single Audit Certification issued by the AICPA, for planning, performing, and evaluating Single Audits in compliance with the Uniform Guidance.
LICENSE
CPA Exam completed - Pending licensure from the California State Board of Accountancy
CONTINUING EDUCATION
Total hours were 105 in last three years of which 99 were in governmental accounting and auditing subjects. Brian has met the Governmental Auditing Standards requirement for governmental CPE.
EXPERIENCE
During his time with the firm, Brian has progressed in an outstanding manner. He has performed all phases of our government audits, including water districts, other special districts, ACFR audits, successor agency audits and Single Audits. He has been involved in the following municipal engagements:
City of Pasadena
City of Santa Monica
City of San Dimas
City of Big Bear Lake
City of Banning
City of Fullerton
City of Inglewood
City of Monrovia
This work entailed:
City of Imperial Beach
City of Ocean Side
City of San Clemente
City of Canyon Lake
Ontario International Airport
Three Valleys Municipal Water District
Orchard Dale Water District
San Joaquin Council of Governments
• Assisting in the preparation of the Annual Comprehensive Financial Report. • Performing analytical and substantive audit procedures on account balances. • Planning the nature, timing and extent of procedures involved in the audit process. • Assisting clients with the preparation and review of GASB 68 and 75 journal entries.
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Ls~ .... ••••
• ••
Bryan Gross, MSA, Senior Assurance Staff (Continued)
EDUCATION
Master of Science Degree in Accountancy - California State University of Fullerton, 2020 Bachelor of Science Degree in Accounting-Franciscan University of Steubenville, 2018
EXPERIENCE AND REFERENCES
Currently, we provide services to over 150 city, counties, special districts and state government agencies in California and around the United States. Our extensive experience in local government has led to the development of efficient procedures that provide numerous benefits to our clients. Approximately 35% of our practice deals with the government sector and rel13ted services. Generally, our government sector services break down into the followlng major classifications: attestation, compliance, performance, strategic planning, technology consulting services, and tax services. As a firm, we have extensive experience with GASB Compliance for municipalities in California and the United States.
At LSL CPA's, we strive to empower Governmental Entities with centralized, automated and precise workflows that make it easy for them to be audit and review ready. We seek to do this through a collaborative and tailored process. Though our extensive experience with Government Finance and Budget reporting has given us the tools we need to assist other entities, we recognize that every organization functions differently. As a result, our implementation process and the finished products we deliver are highly customized, but shine in their level of consistency and presentation.
We are happy to facilitate reference calls with existing clients during negotiations. Please refer to the "Financial Reporting Testimonials" on our Success Stories page for some more information in the meantime, https:[(lslcpas.com/case-studies-testimonials/ LeaseQuery is happy lo facilitate reference calls with existing clients when selected as the chosen vendor.
LeaseQuery has over 1,300 clients across the United States spanning various industries. To learn more please visit the LeaseQuery Customer Page here: https:1/leasequery.com/leasequery-customers/
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EXHIBIT "D"
LEASEQUERY END USER LICENSE AGREEMENT AND ADDENDUM
BUILT BY ACCOUNTAIITS FOR ACCOUIITAHTS
LEASEQUERY END USER TERMS
THESE END USER TERMS, by and between LeaseQuery and City of Riverside, California ("End User"), are effective as of the Effective Date. In consideration for the mutual covenants and agreements contained in these End User Terms, the parties agree as follows :
1. DEFINITIONS.
1.1 "Accounting Standards" means FASB ASC Topic 840, FASB ASC Topic 842, and either (as elected by End User during implementation) (i) IFRS 16 or (ii) GASE No. 13 and GASE No. 87.
1.2 "Aggregated Data" means anonymized and aggregated data deiived from the operation of the Solution, including, without limitation, aggregated information about leases or Records, reports generated by the Solution and perf01mance results for the Solution and any derivative works of any of the foregoing.
1.3 "Business Day" means any day on which the New York Stock Exchange is open for unrestricted trading .
1.4 "Confidential Information" means (i) information that is marked by the disclosing party as "confidential," (ii) whether or not marked as "confidential," information of a party of a special and unique nature and value relating to such matters as trade secrets, know how, systems, programs, developments, designs , procedures , manuals, products, financial statements or forecasts, confidential reports and communications, in each case whether such information is shared prior to or during the term of these End User Tenns , (iii) with respect to LeaseQuery's Confidential Information, the terms and conditions of these End User Terms. "Confidential Infomiation" shall not include Aggregated Data, and (iv) any infomiation that is deemed confidential as a matter of law.
1.5 "Dispute" means any controversy or claim between the parties arising out of or relating to these End User Terms or the breach, termination, enforcement, interpretation or validity thereof, or any services provided or to be provided under these End User Terms, whether in contract, tort or otherwise.
1.6 "Documentation" means the user instrnctions and specifications for the Solution described in the Solution, as may be updated by LeaseQuery from tin1e to time.
1.7 "Effective Date" means the date that the initial Sales Order is last signed by the parties thereto.
1.8 "End User" has the meaning set forth in the preamble.
1.9 "End User Data" means End User's lease data entered into the Solution, including, without limitation, the type and location of leased assets, rent schedules, critical lease dates and ce11ain other lease terms and conditions.
1.10 "End User Feedback" means suggestions, enhancement requests, recommendations or other feedback provided by End User or its personnel relating to the operation or fonctionality of the Solution or the content of the Document ation .
1.11 "End User Subsidiary" means any entity which is directly or indirectly owned by End User. For purposes of the preceding sentence, "directly or indirectly owned" means direct or indirect ownership of more than 50% of the voting interests of the subject entity.
1.12 "End User Tenns" means these end user terms, including any schedules, addenda and/or exhibits hereto.
1.13 "FASB ASC Topic 840" means Accounting Standards Codification® Topic 840, Leases, as promulgated by the Financial Accounting Standards Board.
1.14 "FASB ASC Topic 842" means Accounting Standards Codification® Topic 842, Leases, as promulgated by the Financial Accounting Standards Board (or any successor standard) , as may be modified by the Financial Accounting Standards Board from time to time.
1.15 "Force Maieure Event" means any event that is reasonably beyond the control of either party, including, without limitation, acts of God, strikes, lockouts , riots, acts of war, epidemics, governmental action after the Effective Date, fire, communication line failures , power failures, earthquakes, or other disasters . - 1 -
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1.16 "GASB No. 13" means Statement No. 13 of the Governmental Accounting Standards Board ®, Accounting for Operating Leases with Scheduled Rent Increases.
1.17 "GASB No. 87" means, commencing with End User's fiscal year-end financial statements for fiscal years beginning after December 15, 2019, Statement No. 87 of the Governmental Accounting Standards Board®, Leases, as may be modified by the Governmental Accounting Standards Boa rd® from time to time.
1.18 "IFRS I 6" means International Financia l Reporting Standards (IFRS) 16, Leases, as promulgated by the International Accounting Standards Board (or any successor standard), as may be modified by the International Accounting Standards Board from time to time.
1.19 "Intellectual Property Rights" means any and all common law, statutory and other intellectual property rights, including , without limitation, copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honored or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto.
1.20 "Lease Ouery" means LeaseQuery, LLC, a Delaware limited liability company.
1.21 "NDA" means any confidentiality or nondisclosure agreement (or other agreement with a similar purpose) entered into by (i) the parties hereto or their respective affiliates in consideration of potentially entering into the business relationship governed by these End User Terms or (ii) solely with respect to End User's Confidential Information shared with LeaseQuery, LeaseQuery and Reseller or their respective affiliates in connection with Reseller's resale ofLeaseQuery's services .
1.22 "Professional Services" means any professional or consulting services provided by LeaseQuery and resold by Reseller to End User.
1.23 "Record" means any individual record with a unique identifier that is entered into and stored in the Solution. A single leased asset may be comprised of multiple Records ( such as for land and improvements), and a single contract may provide for multiple leased assets.
1.24 "Reseller" means the LeaseQuery-certified reseller of LeaseQuery's services purchased by Reseller from LeaseQuery and resold to End User pursuant to a Sales Order.
1 .25 "Sales Order" shall mean any sales order or other ordering document by and between End User and Reseller that (i) describes LeaseQuery's services being resold by Reseller to End User and the fees related thereto, (ii) specifically incorporates by reference the terms and conditions of these End User Terms (without any purported modification to these End User Terms), and (iii) is signed by Reseller and End User.
1.26 "Sens itive Personal Information" means an individual's (i) government -issued identification number , including without limitation a Social Security number, driver's license number, or state-issued identi fication number, (ii) financial account number, credit reporting information , or credit, debit or other payment cardholder information, with or without any required security or access code, personal identification number, or password that permits access to the individual's financial account, or (iii) biometric, genetic, health or health insurance data.
1.27 "Solution" means the specific software-as-a-service application to which End User subscribes pursuant to the applicab le Sales Order.
1.28 "Third-Party Links" means any links contained in the Solution to, or integrations, connections or inter actions (whether through an application program interface (API) or othe1wise with, software or websites of third parties.
1.29 "Update" means a modification to the Solution or workaround to fix bugs, correct e1rors, maintain material compliance with the Accounting Standards or in1prove the performance or efficiency of the Solution. 1 .30 "Upgrade" means a new vers ion or release of the Solution that adds new features, functional capabi lities or other improvements to the Solution, other than Updates .
2. SCOPE OF THE SERVICES.
2.1 Provision of Access to the Solution . Following LeaseQuery's receipt from Reseller of a properly executed Sales Order , during the term thereof for which End User subscribes for access to the Solution , LeaseQuery shall enable End User to access the Solution via a website hosted by LeaseQuery or its third-party designee in accordance with and subject to the tenns and conditions of these End User Terms. LeaseQuery will make commercially reasonable efforts to maintain availability of the Solution in accordance with the SLAs set - 2 -
forth in Exhibit A hereto, but End User acknowledges and agrees that LeaseQu ery shall not be responsible for any downtime of the Solution other than as set forth in Exhibit A.
2.2 Updates. LeaseQuery will make commercially reasonable efforts to release Updates to the Solution as necessary to ensure that throughout the term of these End User Terms, the Solution operates in material compliance with the Accounting Standards. End User acknowledges that LeaseQuery is not required or obligated to provide any Updates or any Upgrades to the Solution other than those which are necessary for the Solution to continue to operate in material compliance with the Accounting Standards. Any Upgrades that are not necessary for the Solution to continue to operate in material compliance with the Accounting Standards may be offered separately with different pricing. End User agrees that its purchase of the subscription and any Professional Services is not contingent on the delive1y of any future functionality or features or dependent on any oral or written public comments made by LeaseQue1y regarding future functionality or features.
2.3 Professional Services. End User acknowledges and agrees that all ofLeaseQuery's or its subcontractors' Professional Services will be provided (i) remotely and (ii) to Reseller for resale to Customer. LeaseQuery's Professional Services shall be provided in accordance with the terms of these End User Terms and solely to the extent such Professional Services are purchased pmsuant to the applicable Sales Order:
(a) Organizational Database Strncture Setup . LeaseQuery will coordinate with End User and Reseller (as needed) to structure End User's database in the Solution in a manner that is consistent with End User's unique organizational structure as it relates to consolidated financial reporting. In order to complete this implementation step and any of the steps in the following subparagraphs, LeaseQue1y must have received from Reseller or End User an accurate, complete and detailed explanation of End User's cost centers, profit centers, business units, divisions, regions and locations (as applicable), (ii) End User's accurate and complete organizational structure chart showing which leases roll-up into which entities, and if and how those entities roll-up into a parent entity for financial reporting purposes, and (iii) any other information requested by Lea seQuery in order to complete this implementation step. (b) Bulk Record Template Configuration and Upload. Solely to the extent included in the Sales Order, after LeaseQue1y has been provided with a properly populated template for the bulk upload of Records , LeaseQuery will use such populated template to perform a bulk upload of Records into the Solution; provided, however, that any time devoted by LeaseQuery to con-ecting errors in the End User-populated template in excess of eight (8) hours shall not be included in the fee for this service and will be invoiced separately at LeaseQuery's then-current standard hourly rates, which shall not exceed $150/hour. End User acknowledges that it may be necessaiy or more efficient to manually enter leases with complex or nonstandard tenns (such as real estate leases with escalation clauses , for example). For the avoidance of doubt, this implementation service is limited to the bulk upload of lease data in order to create Records in the Solution, and it does not include the upload of any source documents, such as lease agreements, which may be uploaded by End User or Reseller.
2.4 Limitations of Services. End User acknowledges that LeaseQuery is not a registered public accounting firm, and some or all of the Professional Services may be performed by individuals who are not certified public accountants. LeaseQuery's performance of services, including the provision of access to the Solution and the performance of any Professional Services, does not constitute an audit in accordance with generally accepted auditing standards, an examination of or any other form of assurance with respect to internal controls, or other attestation, review or compilation services in accordance with standards or rules established by the American Institute of Certified Public Accountants, the Public Company Accounting Oversight Board or any other regulatory body. LeaseQuery will not express, and will not be deemed to have expressed, an opinion or any other fonn of assurance with respect to any matters as a result of the performance of any such services, including with respect to End User's financial statements or End User's operating or internal controls. LeaseQue1y will not perform, and will not be deemed to have performed, any evaluation of End User's internal controls and procedures for financial reporting upon which End User's management can base its assertions in connection with the Sarbanes-Oxley Act of 2002, as amended, or any related rules or regulations. LeaseQuery will not make any representations or WatTanties and will not provide any assurances that End User's disclosure controls and procedures are compliant with the certification requirements of, or that End User's internal controls and procednres for financial rep01iing are effective as required by, any applicable law. Neither the Solution nor any Professional Services may be relied upon to identify errors or fraud should they exist. End User acknowledges and agrees that LeaseQue1y is not, and will not agree to be named as, an expe11 under the Securities Act of 1933, as amended, or any other state or federal securit'ies laws.
2.5 End User Subsidiaries. End User may pem1it its End User Subsidiaries to access End User's instance of the Solution (in accordance with the terms of these End User Terms, including without limitation Section 3.2 of these End User Tenns) and to use any outputs therefrom and the results of any Professional Services provided by LeaseQue1y to End User (in accordance with the terms of these End User Tenns, including without limitation Section 3.1 of these End User Terms), provided that End User shall be responsible for each End User Subsidia1y and ensure that each such End User Subsidiary complies with all of the terms and conditions of these End User Terms to the same extent that such terms and conditions apply to End User (whether or not such term or condition expressly - 3 -
references such End User Subsidiary). For the avoidance of doubt, (i) no such End User Subsidiary shall be deemed included in the definition of End User or otherwise deemed to be a customer ofLeaseQuery, (ii) nothing in these End User Te1111s creates any privily of contract between any End User Subsidiary and LeaseQuery, and (iii) no End User Subsidiary shall have any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these End User Te1ms.
2.6 Disclaimer of Warranties. LeaseQuery wanants that the Solution shall operate materially in accordance with these End User Terms. To the maximum extent permitted by applicable law, LeaseQuery makes no additional warranties of any kind, whether express, implied, statutory or otherwise, and specifically disclaims all implied warranties, including, without limitation, any warranties of merchantability or fitness for a particular purpose with respect to the Solution, Professional Services and/or related documentation. LeaseQuery does not warrant that the Solution will be bug free or uninterrupted or that any integration with a third-party software provider will remain available for the duration of End User's subscription. Loss of internet access or failure of any third-party software, hardware or other interfacing or communicating device is End User's responsibility and is not warranted by LeaseQuery.
3. END USER DUTIES AND RESPONSIBILITIES.
3.1 Use of Output and Professional Services. End User's access to the Solution and End User's use of any outputs therefrom, all Professional Services and all other deliverables by LeaseQue1y, shall be solely for End User's benefit and are not intended to be relied upon, and shall not be relied upon, by any other party. End User shall not disclose the outputs, Professional Services or other deliverables, or refer to the Solution, outputs therefrom, Professional Services or other deliverables, in any communication to any third party other than (i) Reseller, (ii) End User's independent auditors solely in connection with their audit or review of End User's financial statements, (iii) End User's other professional advisors solely in connection with their provision of professional services to assist End User with the preparation of End User's financial statements or the administration of End User's leases, provided that such professional advisors comply with the restrictions set forth in this sentence, (iv) regulatory authorities with jurisdiction over End User to the extent required by such authority in connection with their _routine examinations of End User, and (v) subject to the last sentence in Section 2.4 of these End User Terms, to the extent required by law, provided that, in the case of this subclause (v), End User provides LeaseQueiy with prompt written notice of any such requirement and reasonably cooperates, at LeaseQuery's expense, with LeaseQuery's efforts to obtain a protective order or otherwise limit such disclosure. In the event End User creates its own materials based on the content of the outputs, Professional Services or other deliverables for disclosure to a third party, End User shall not in any way, expressly or by implication, attribute such materials to LeaseQue1y or identify LeaseQuery as the source of the content reflected in such End User-created materials.
3.2 Restrictions on Use of the Solution . End User shall not (i) use the Solution in any way that violates the te1ms of these End User Terms, the Documentation, or applicable law; (ii) modify, copy or create any derivative works based on, or reverse engineer or decompile, the Solution, Documentation or any portion thereof; (iii) attempt to license, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise share End User's access to the Solution with any third party, except that such access may be shared as permitted under these End User Tenns with End User Subsidiaries and End User's and End User Subsidiaries' employees (provided that separate login credentials are created for and used by each authorized user); (iv) use End User's access to the Solution or Documentation for any competitive purpose or to build or design any commercially available product or service; (v) interfere with or disrnpt performance of the Solution or the data contained therein; (vi) attempt to gain access to the Solution or LeaseQue1y's related systems or networks in a malliler not set forth in these End User Terms; (vii) use End User's access to the Solution to send or store infiinging, obscene, threatening, or otherwise unlawful or tortious material, including, without limit ation, material that violates privacy, confidentiality, Intellectual Property Rights or other rights of third parties; or (viii) share any Sensitive Personal Information with LeaseQueiy or enter, or cause or request to be entered, any such information into the Solution; or (ix) access the Solution for the benefit of, or for any purpose if End User is, a competitor ofLeaseQuery. End User shall be liable for the acts and omissions of all End User-authorized users relating to these End User Terms. LeaseQueiy may suspend or discontinue all or a portion of End User's access to the Solution if LeaseQuery (a) reasonably suspects that (1) End User's access to the Solution may be causing ham1 to LeaseQue1y or other users, (2) such suspension is necessary to comply with law or a request from a law enforcement agency or to prevent, remediate or mitigate an actual or potential security incident, or (3) End User has breached any of the te1ms of these End User Terms, or (b) has not received payment in full from Reseller for LeaseQueiy' s services within 45 days after the execution of the Sales Order. LeaseQuery will use commercially reasonable effmts to resolve the issues causing the suspension of Solution . End User agrees that no information obtained through the Solution or the Professional Services will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor be used for nuclear activities, chemical biological weapons, or missile projects unless authorized by the U.S. government. Proscribed countries are set forth in the U.S. Export Administration Regulations and are subject to change without notice, and End User must comply with the list as it exists in fact. End User certifies that neither it nor any of its users are on the U.S. Department of Commerce's Denied Persons List or affiliated lists or on the U.S. Department ofTreasury's Specially Designated Nationals List. End User shall reimburse LeaseQueiy for all costs incuned in enforcing the use restrictions in this Section, including, without limitation , attorneys' fees, legal costs, and court costs .
3.3 Responsibility for End User Data. End User is exclusively responsible for its financial statements and the accuracy, quality and legality of all End User Data, including, without limitation , obtaining all required authorizations, permissions and consents necessa1y - 4 -
for LeaseQuery and its contractors and subcontractors to access and use the End User Data in accordance with these End User Terms.
Although copies of End User's lease documentation may be stored in the Solution, End User shall retain the original documentation or copies thereof.
3.4 Responsibility for Users and Authentication Credentials. End User shall (i) be responsible for safeguarding its passwords, (ii) be responsible for the identification and authentication of its users and any access, whether or not authorized by End User , to the Solution that results from the actions or omissions of End User or any of its personnel, and (iii) notify LeaseQue1y promptly of any unauthorized access or use.
3.5 Reseller's Services. End User (i) acknowledges and agrees that any services provided by Reseller shall be provided directly to End User and subject to any tem1s or conditions that may be entered into directly between End User and Reseller; (ii) acknowledges and agrees that Reseller shall not be deemed a subcontractor ofLeaseQuery, and LeaseQuery shall have no responsibility for, and shall have no obligation to review, any services provided by Reseller; and (iii) hereby releases LeaseQuery from any claims arising out of or relating to any services provided by Reseller for End User.
3.6 Not a Competitor; Authorizations. End User represents and wan-ants that it (a) is not a competitor of LeaseQue1y and (b) has obtained all required authorizations, permissions and consents necessaiy for LeaseQue1y and its contractors and subcontractors to access and use the End User Data for the purposes described in these End User Tenns.
4. INTELLECTUAL PROPERTY RIGHTS.
4.1 Ownership; Reservation of Rights. LeaseQuery owns and reserves all right, title and interest in and to the Solution, Documentation and other LeaseQue1y Intellectual Property Rights. No rights are granted to End User under these End User Terms or any Sales Order other than as expressly set forth in these End User Terms. Under no circumstance will End User have the right to access the object code or source code for the Solution. By submitting End User Feedback, End User hereby assigns to LeaseQuery all right, title and interest in and to such End User Feedback to LeaseQuery. LeaseQuery shall have no obligation to accept or incorporate End User Feedback, and End User shall have no obligation to provide End User Feedback.
4.2 End User Data. End User agrees to allow LeaseQuery to collect End User Data and use End User Data for the purposes of providing the Solution and perfo1111ing the Professional Services and to create Aggregated Data. As between End User and LeaseQue1y, End User owns all End User Data, and LeaseQue1y owns all Aggregated Data. Nothing in these End User Terms shall be construed as prohibiting LeaseQuery from utilizing the Aggregated Data for purposes of LeaseQue1y's business, provided that LeaseQuery's use of Aggregated Data will not reveal the identity, whether directly or indirectly by a reasonably foreseeable method, of End User, any individual or any specific data entered by End User (or by LeaseQuery on behalf of End User) into the Solution.
5. TERM AND TERMINATION.
5.1 Term. These End User Terms shall be co-terminus with the te1m of the Sales Order and shall automatically te1minate upon the expiration or tennination of such Sales Order.
5.2 Tennination for Breach. LeaseQuery may terminate these End User Terms if End User breaches any of the terms or conditions of these End User Terms and, if such breach is curable, fails to cure such breach within 30 days of the date that written notice of the breach is given to End User.
5.3 Effect ofTennination. End User may expmi its End User Data at any point during the term of these End User Terms, provided such access has not been suspended in accordance with the terms of these End User Terms. LeaseQuery will retain the End User Data stored in the Solution for at least 90 days following the effective date of the tem1ination of these End User Terms. Upon LeaseQuery's receipt during such 90-day period of End User's written request, LeaseQue1y will make all such End User Data available to End User in a .csv or other mutually agreeable format. Following this 90-day period, End User may permanently lose its data .
6. LIMITATION OF LIABILITY; INDEMNIFICATION.
6.1 LIMITATION OF LIABILITY. To the maximum extent permitted by applicable law, in no event shall the aggregate liability of LeaseQuery or any of its affiliates or subcontractors, regardless of the cause and regardless of any other failure of any provision or undertaking in these End User Terms, under contract, tort or any other theory of liability (including claims alleging negligence), exceed the annualized subscription fee (to the extent paid by End User) as of the date such cause of action arises, except to the extent resulting from LcaseQuery's willful misconduct or bad faith. In circumstances where any limitation of liability or indemnification provision in these End User Terms is unavailable, the aggregate liability of LeaseQuery and its affiliates and subcontractors for any claim shall not exceed an amount that is proportional to the relative fault that the conduct of LeascQucry and its affiliates and subcontractors bears to all other conduct giving rise to such claim. - 5 -
6.2 INDEMNIFICATION. To the maximum extent permitted by applicable law, End User shall indemnify and hold harmless LeaseQuery, its affiliates and subcontractors, and their respective personnel from all claims , liabilities and expenses (including, without limitation, attorneys' fees) attributable to claims of third parties relating to or resulting from the disclosure, by End User or any End User Subsidiary, by any user authorized by End User or an End User Subsidiary, or by any third party as a result of a disclosure by End User, an End User Subsidiary, or any user authorized by End User or an End User Subsidiary, of any outputs from the Solution. This indemnification provision applies regardless of whether the third-party claim is caused or alleged to be caused in whole or in part by the indemnified party; provided, however, that it shall not apply to the extent of LeaseQuery's willful misconduct 01· bad faith.
7. CONFIDENTIALITY.
Each party acknowledges that in the course of these End User Tem1S, it may have access to and may be making use of, acquiring or adding to Confidential Infonnation of the other party . Each party hereby confirms that it will not, using at least the same degree of care as it employs in maintaining in confidence its own Confidential Information of a similar nature (but in no event less than a reasonable degree of care), disclose any such Confidential Information to a third party except with the prior written consent of the other party or as specifically provided in these End User Tenns. These End User Terms impose no confidentiality obligation upon the receiving party with respect to infonnation that (i) was in the receiving party's possession before receipt from the disclosing party without an obligation to keep such information confidential; (ii) is or becomes available to the public through no fault of the receiving party; (iii) is received in good faith by the receiving party from a third party not subject to an obligation of confidentiality owed to the disclosing party and who discloses the Confidenti al Information without an obligation of confidentiality; or (iv) is disclosed as required by law or regulation, to respond to governmental inquiries, or in connection with litigation pertaining hereto, provided in each case that the party so compelled promptly provides the other party with prior notice of such compelled disclosure (to the extent legally permitted) and provides reasonable assistance, at the other party's cost, if the other party wishes to contest or otherwise limit the disclosure. If a party discloses ( or threatens to disclose) any Confidential Information of the other party in breach of confidentiality protections in this Section, the other party shall have the right, in addition to any other remedies available, to seek injunctive relief to enjoin such acts, it being acknowledged by the parties that any other available remedies may be inadequate . End User hereby consents to LeaseQuery disclosing End User's Confidential Information to contractors providing administrative, infrastructure and other support services to LeaseQuery, and subcontractors providing services in connection with these End User Terms . With respect to any NDA, notwithstanding anything to the contrary in such NDA, the obligations of the parties under such NDA shall be superseded in their entirety by the observance by the parties of the confidentiality obligations in these End User Tenns, and any Confidential Information shared under such NDA shall be treated as Confidential Information under these End User Terms .
8. MISCELLANEOUS.
8.1 Notices. All notices, requests, consents, claims, demands, waivers and other legal communications related to these End User Terms shall be deemed to have been delivered (i) if delivered personally to the recipient or to an officer of the party, when received by such party, (ii) if delivered via certified mail, on the third Business Day following dispatch , (iii) if delivered by nationally recognized overnight courier (with all fees prepaid), on the first Business Day following dispatch, or (iv) if to End User, via email to the email address in LeaseQue1y's records for the End User's administrative user for the Solution; provided, however , that (in the case of subclauses (i) through (iv) of this sentence) such notice shall be deemed effective only if delivered in accordance with this sentence; and provided further, that any notice to LeaseQuery shall be delivered with a mandatory copy via email to legalnotices@leasequery .com.
Each party may modify its recipient of notices or the address for notices by providing notice pursuant to these End User Terms.
8.2 Force Majeure . The parties shall not be liable for any act, omission, or failure to fulfill its obligations under these End User Terms if such act, omission, or failure arises from any Force Majeure Event. If is the parties are unable to fulfill their obligations due to the Force Majeure Event, it will as soon as practicable notify the other party in w1iting of the reasons for its failure to fulfill its obligations and the effect of such failure and use reasonable means to avoid or remove the cause and perform its obligations. Notwithstanding the forgoing, End User's payment obligations shall not be affected by any Force Majeure Event.
8.3 Marketing . End User aclmowledges and agrees that LeaseQuery may use the only the name of End User and its affiliates in a representative End User list or other marketing material. End User may revoke the rights granted in this paragraph at any time by providing at least thirty (30) days' written notice (which may be via email to [email protected]) to LeaseQuery.
8.4 Third-Party Links. The Solution may contain Third-Party Links. Anything accessed through Third-Party Lin.ks from the Solution are independent from LeaseQuery, and LeaseQuery has no control over the software, website, security or infonnation accessed through the Third-Party Links. Any Third-Party Links are provided to End User as a convenience, and LeaseQue1y is not responsible for any Third-Party Links or any content thereof. In addition, provision of the Third-Party Links does not imply that LeaseQuery endorses or accepts any responsibility for the content or use of such Third-Party Links or the content thereof. End User acknowledges integrated third-party software providers may discontinue the integration with the Solution with or without notice, and LeaseQuery shall - 6 -
not be responsible for any discontinued integration. For each Third-Paity Link, the user will first be directed to a splash page on LeaseQuery's website informing the user that, ifhe or she proceeds, he or she will be transfeITed to a third-party website that LeaseQuery does not control and for which LeaseQuery is not responsible.
8.5 Entire Agreement; Amendment and Modification . These End User Terms contain the entire agreement and understanding among the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof, including, without limitation, any NDA . The express terms of these End User Te1ms control and supersede any course of perfonnance or usage of the trade inconsistent with any of the tem1s of these End User Terms. No modification, amendment, or waiver of any provision of these End User Tenn s shall be effective unless in writing and signed by both parties. End User acknowledges that LeaseQuery is not a party to any Sales Order by and between End User and Reseller, and, therefore, the tem1s and conditions of these End User Terms cannot be modified, and shall not be deemed to be modified, by any such Sales Order.
8.6 Interpretation. These End User Tenns are the result ofnegotiations between, and have been reviewed by, the parties and their respective legal counsel, and shall be constmed without regard to any presumption or mle requiring construction or interpretation against the party drafting an instrument or causing any instrnment to be drafted. Headings in these End User Terms are for reference only and shall not affect the interpretation of these End User Te1ms. If any date on which a party is required to make a payment or a delivery pursuant to the terms of these End User Tenns or a Sales Order is not a Business Day, then such pa1ty shall make such payment or delivery on the following Business Day. Any schedules and exhibits refeITed to herein shall be construed with, and as an integral part of, these End User Terms to the same extent as if they were set forth verbatim herein.
8.7 Severability. If any provision of these End User Tenns is held to be invalid, illegal, or unenforceable, such provision will be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of the parties, and the remainder of these End User Te1ms will remain in full force and effect.
8.8 Waiver. Failure of either party to seek remedy of any breach of any portion of these End User Te1ms by the other pa1ty from time to time shall not constitute a waiver of such rights in respect to the same or any other breach .
8.9 Assignment. End User shall not assign, voluntarily or involuntarily, all or any po1iion of these End User Tem1s without the prior written consent ofLeaseQuery, provided that, upon advance written notice to LeaseQuery, End User may assign all (or a portion) of its rights and obligations under these End User Tenns without LeaseQuery's consent to a successor by merger or a purchaser of all or substantially all of End User's assets, but only if, as reasonably determined by LeaseQuery, such successor or purchaser is not a competitor of LeaseQuery . In the event of a purported assignment or delegation of any of End User's rights or obligations under these End User Terms made in violation of this section, such assignment or delegation shall be void, and LeaseQuery shall have the right to tenninate these End User Terms immediately upon written notice to End User without limiting any of LeaseQuery's other rights or remedies herein. Any assignment or delegation that is made in accordance with this section shall be binding upon and shall inure to the benefit of the pmties and their respective permitted successors and assigns.
8.10 No Third-Party Beneficiaries. These End User Terms are for the sole benefit of the parties hereto and their respective pennitted successors and assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity (including, without limitation, Reseller or any End User Subsidiary) any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these End User Terms.
8.11 Limitation on Actions . No action relating to any Dispute (other than with respect to End User's breach of Section 3 of these End User Terms) may be brought more than four years after the cause of action accrned.
8.12 Survival. Notwithstanding anything herein to the contrary, the provisions of Section 1, Section 2.5, Section 3, Section 4, Section 5.3, Section 6, Section 7 and Section 8 hereof shall survive any tem1ination or expiration of these End User Terms.
8.13 Governing Law; Exclusive Jurisdiction; WAIVER OF JURY TRIAL/ COLLECTIVE ACTION. All matters arising out of or relating to these End User Tenns shall be governed, construed and enforced in accordance with the laws of the State of Delaware , without reference to the conflicts of law principles that would require the application of any other law. The parties hereby i1Tevocably submit to the exclusive jurisdiction of the courts of the State of Georgia and the Federal comts of the United States of America located in the Northern District of Georgia for purposes of any suit, action or other proceeding arising from these End User Tenns, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or thereof, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that these End User Tem1s or any such document may not be enforced in or by such courts. Each of the parties hereby consents to and grants any such court jurisdiction over the person of such pa1ties and over the subject matter of any such dispute.
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8.14 Governmental End Users. If End User is a U.S. federal government d epartme nt or agency or contracting on behalf of such department or agency, all services described herein, including the provision of access to the Solution and all Professional Services, are "Commercial Items" as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as those te1ms are used in 48 C.F.R. § 12.212 or 48 C.F.R . §227.7202, and supporting Professional Services in accordance with paragraph (5) of the definition of "Commercial Item" in 48 C.F.R. §2.101 . Consistent with 48 C.F.R . § 12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, access to the Solution and supp01ting Professional Services are provided to End User with only those rights as provided under the terms and conditions of these End User Terms.
8.15 Authority . Each party repres ents that (i) it has the requisite power, authority and capacity to enter into these End User Terms, and (ii) these End User Tem1s constitute a legal, valid and binding obligation, enforceable against such party. * * *
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IN WITNESS WHEREOF, the parties hereto have executed these End User Terms as of the date last signed below.
LeaseQuery, LLC
By:
Name : George Azih
Title: Chief Executive Officer
Date : 12/15/21
City of Riverside, California
By:
Name: _________ _ _ _ _
Title:
Date:
CERTIFIED AS TO FUNDS AVAILABILITY:
_.
BY : __
Chief Fina~L°'~~2n~ ----
Appr~, · s Eorm
By' I
. --~-..........~ ...... .. , ..... . ~- ----
F!ir.)Sf:rnaP{ .:\ o-r)
Senior Deputy City Atto rney
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Exhibit A
Service Level Agreements (SLAs)
LeaseQ uery 's Solution is a software-as-a-service based on a multi-tenanted operating model that applies common, consistent management practices for all End Users using the service. This common operating model, which requires LeaseQuery to make unif01m availability commitments across its End User base, allows LeaseQuery to provide the high level of service reflected in its agreements with its End Users. Capitalized tenns not defined herein shall have the meanings ascribed to such tenns in the Agreement. l . Service Availability. LeaseQuery's service availability commitment for a given calendar month is 99.9%, excluding Planned Maintenance. For purposes of calculating service availability, (i) "Total" means the total minutes in the month; (ii) "Unp lanned Outage" means the total minutes for which End User notifies LeaseQuery within 30 days after the end of the applicable month and LeaseQuery confinns that the Solution is unavailable due to an unpl anned outage during the month; and (iii) "Planned Maintenance" means the total minutes of planned maintenance during the month. Planned Maintenance will occur only between 12:00 a.m. (midnight) and 2:00 a.m. (Eastern Daylight Time), Monday tlu·ough Friday, or, on Friday and Saturday, between 11 :00 p.m. and 5:00 a.m. the following morning (Eastern Daylight Time). All times are subject to change upon reasonable notice. If actual maintenance occurs outside of the times reserved for Planned Maintenance, such time is considered an Unplanned Outage. If actual maintenance is less than the time reserved for Planned Maintenance, the difference will not be applied as a credit to offset any Unplatmed Outage time for the month . The measurement point for service availability is the availability of the Solution at the hosting data center's internet connection points.
Service availability is calculated per month as follows:
Total - Unplanned Outage - Planned Maintenance
Total - Planned Maintenance X 100 2: 99.9%
2. Noncompliance witlt Service Availability Commitment. The consequences of a failure by LeaseQuery to meet the service availability commitment set forth above are set fo1ih below:
(a) First month of missed availability: If requested by End User, the parties shall meet telephonically, at End User's request, to discuss potential corrective actio ns.
(b) Second consecutive month: 10% of the subscript ion fee for the applicable month. (c) Third consecutive month: 20% of the subscription fee for the applicable month. (d) Fomih consecutive month: 30% of the subscription fee for the applicable month . (e) Fifth consecutive month: 40% of the subscription fee for the applicable month. (f) Sixth consecutive month: 50% of the subscription fee for the applicable month. (g) More than six consecutive months: Within 30 days of such failure, either party shall have the option to terminate the Agreement.
Credits shall be deducted from subsequent invoices for subscription fees or other fees or, upon the expiration or termination of the Agreement, paid to End User directly or offset against other amounts due to LeaseQuery hereunder. The remedies set forth in this exhibit shall be End User's sole remedies and LeaseQuery's sole liability for missed service availability commitments. - 10 -
ADDENDUM TO END USER TERMS
FOR GOVERNMENT AL ENTITIES
This addendum (this "Addendum"), effective as of the date last signed below, supplements and amends the tem1s of the End User Tenns entered into by and between LeaseQuery, LLC ("LeaseOuery") and the City of Riverside ("End User") _________ (as amended, the "End User Terms"). Capitalized terms used but not defined herein shall have the meanings set forth in the End User Terms. In the event of a conflict between this Addendum and the End User Te1ms, this Addendum shall control solely to the extent of such conflict. The parties hereto agree to amend the End User Terms as set forth below, effective as of the date this Addendum is last signed below :
I. Governing Law. The parties hereby agree that all matters arising out of or relating to this Addendum, the End User Terms or any Sales Order shall be governed, construed and enforced in accordance with the laws of the State of California, without reference to the conflicts of law principles that would require the application of any other law.
2. Exclusive Jurisdiction . Solely to the extent required by applicable law, any governing law clause in the End User Terms is hereby removed and, in its place, the following shall apply:
The parties hereby il1'evocably submit to the exclusive jurisdiction of the federal or state courts located in the City of Riverside, California for purposes of any suit, action or other proceeding arising from this Addendum, the End User Terms or any Sales Order, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or thereof, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts. Each of the parties hereby consents to and grants any such court jurisdiction over the person of such parties and over the subject matter of any such dispute.
3. Indemnification by End User. Solely to the extent required by applicable law, any obligation of End User to indemnify LeaseQue1y or its affiliates or subcontractors under the End User Terms is hereby deleted.
Except as expressly amended or supplemented hereby, the End User Terms shall remain in full force and effect in accordance with its terms. The End User Terms, as modified and supplemented by this Addendum, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior understandings, proposals, negotiations and communications, oral or written, between the parties or their representatives with respect to the subject matter hereof.
* * *
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IN WITNESS WHEREOF, the parties hereto have executed this Addendum to the End User Terms as of the date last signed below.
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LcaseQuery, LLC
c__l,----By: ____________ _
Name: George Azih
Title: Chief Executive Officer
Date: 12/15/21
End User: The City of Riverside
By: ____________ _
Name: _____________ _
Title: ________ _____ _
Date: ___ __________ _
CERTIFIED AS TO FUNDS AVAILABILITY: