PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF SAN BERNARDINO
AND
IGM TECHNOLOGY CORPORATION
This professional services agreement (“Agreement”) is made and entered into as of February 10, 2025 (“Effective Date”), by and between the City of San Bernardino (a charter city and municipal corporation organized and operating under the laws of the State of California with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, California 92401) (“City”) and IGM Technology Corporation (a corporation with its principal place of business at 318-77 McMurrich Street, Toronto, Ontario M5R 3V3) (“Consultant”). City and Consultant are hereinafter sometimes referred to individually as “Party” and collectively as the “Parties”.
RECITALS
A. City is a public agency of the State of California and is in need of Consultant’s Gravity Implementation Budget software services (“Project”); and B. Consultant is duly licensed and has the necessary qualifications to provide such services; and
C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
AGREEMENT
1. Incorporation of Recitals. The recitals above are true and correct , and are hereby incorporated herein by this reference.
2. Services. Consultant shall provide the City with the services described in Consultant’s Order Form Number O-05422-2025 of January 2, 2025 (attached hereto as Exhibit A) and Statement of Work (attached hereto as Exhibit A -1), both of which are incorporated herein by reference. In the event of any inconsistency between the terms of the Exhibits A and A-1 and this Agreement, the terms of this Agreement shall govern.
3. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel identified in their proposal. Consultant warrants that Consultant is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant’s performance of this Agreement. Consultant further represents that no City employee will provide any services under this Agreement.
4. Compensation
a. Subject to paragraph 4b below, the City shall pay for such services in accordance with the “Billing Table” set forth in Exhibit A.
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b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of eighty-seven thousand, one hundred dollars ($87,100). This amount is to cover all related costs for the duration of the term , and the City will not pay any additional fees for printing expenses. Consultant may submit invoices to City for approval. Said invoice shall be based on the total of all Consultant’s services which have been complet ed to City’s sole satisfaction. City shall pay Consultant’s invoice within forty-five (45) days from the date City receives said invoice.
The invoice shall describe in detail the services performed and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices.
5. Additional Work. If changes in the work seem merited by the Parties and informal consultations with the other party indicate that a change is warranted, it shall be processed by the Consultant forwarding a letter to the City outlining the changes with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.
6. Term. This Agreement shall commence on the Effective Date and continue through January 14, 2026, unless the Agreement is previously terminated as provided for herein (“Term”).
7. Maintenance of Records; Audits
a. Records of Consultant’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times for a period of four (4) years from the Effective Date.
b. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) ye ars from the date of final payment under the contract for inspection by City.
8. Time of Performance. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed. Consultant shall complete the services required hereunder within Term.
9. Delays in Performance
a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant’s performance and is one or more of the following: (1) Docusign Envelope ID: D3F6ACBF-61EE-4055-9DEB-64A5CC9E32AE
Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); and (4) pandemics, epidemics, or quarantine restrictions . “O rders of governmental authorities” includes ordinances; emergency proclamations and orders; and rules to protect the public health, welfare, and safety.
b. Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, gi ve written notice to the other P arty describing the circumstances preventing continued perform ance and the efforts being made to resume performance of this Agreement. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay.
c. Notwithstanding the foregoing, the City may still terminate thi s Agreement in accordance with the termination provisions of this Agreement.
10. Compliance with Law
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the Federal, state, and local government (including California Division of Occupational Safety and Health Administration requirements). b. If required, Consultant shall assist the City as requested in obtaining and maintaining all permits required of Consultant by Federal, state, and local regulatory agencies.
c. If applicable, Consultant is responsible for all costs of clean up and / or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.
11. Standard of Care . Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. Consultant’s performance shall conform in all material respects to the requirements of the Scope of Services.
12. Conflicts of Interest. During the term of this Agreement, Consultant shall at all times maintain a duty of loyalty and a fiduciary duty to the City and shall not accept payment from or employment with any person or entity which will constitute a conflict of interest with the City.
13. City Business Certificate . Consultant shall, prior to execution of this Agreement, obtain and maintain du ring the term of this Agre ement a valid business registration certificate from the City pursuant to Title 5 of the City’s Municipal Code and any and all other licenses, permits, qualifications, insurance, and approvals of whatever nature that are legally required of Consultant to p ractice his/her profession, skill, or business.
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14. Assignment and Subconsultant . Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be with held for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from e mploying independent associates and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder.
15. Independent Consultant . Consultant is retained as an independent contractor a nd is not an employee of City. No employee or agent of Consultant sha ll become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. Any personnel performing the work governed by this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Agreement and as required by law.
Consultant shall be responsible for all reports and obligations respecting such personnel including but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance.
16. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Additional Insured. The City (its officials, officers, employees, agents, and volunteers ) shall be named as additional insureds on Consultant’s and its subconsultants’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents. b. Commercial General Liability
(i) The Consult ant shall take out and maintain (during the performance of all work under this Agreement in amounts not less than specified herein) Commercial General Liability Insurance in a form and with insurance companies acceptable to the City.
(ii) Coverage for Commercial General Liability insurance shall be at least as broad as Insurance Services Office (“ISO”) Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
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(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse , and Underground (UCX)
exclusion deleted
(7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage
(9) Independent Consultants Coverage
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City (its elected and appointed officials, officers, employees, agents , and City -designated volunteers ) additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured.
c. Automobile Liability
(i) Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non -owned, and hired vehicles in a form and with insurance companies acceptable to the City at all times during the performance of the work under this Agreement.
(ii) Coverage for automobile liability insurance shall be at le ast as broad as ISO Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(iii) The policy shall give City (its elected and appointed officials, officers, employees, agents, and City) designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles; provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. d. Workers’ Compensation/Employer’s Liability
(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self -insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Docusign Envelope ID: D3F6ACBF-61EE-4055-9DEB-64A5CC9E32AE
Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/h er to carry out the work co ntemplated under this Agreement (all in accordance with the “Workers’ Compensation and Insurance Act”, Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverag e in amounts indicated herein ). Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section. e. Professional Liability (E rrors and Omissions) . Consultant shall maintain professional liability or Errors and Omissions insuranc e appropriate to its profession (in a form and with insurance companies acceptable to the City and in an amount indicated herein ) a t all times during the performance of th e work under this Agreement. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors , or omission s of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend.
f. Privacy/Network Security (Cyber) . At all times during the performance of the work under this Agreement, the Consultant shall maintain privacy/network security insu rance for: (1) privacy breaches; (2) system breaches; (3) denial or loss of servic e; and (4) the introduction, implantation, or spread of malicious software code.
g. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:
Combined Single Limit
Commercial General Liability $1,000,000 per occur rence/$2,000,000 aggregate for bodily injury, p ersonal
injury, and property damage
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage
Employer’s Liability $1,000,000 per occurrence
(ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the P arties required to be named as Additional Insured pursuant to this Agreement.
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h. Evidence Required . Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or in surers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25 -S or equivalent ), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer ; and shall certify the names of the insured, any additional insureds (where appropriate), the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.
i. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non -payment of the premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance, or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. (iii) The retroactive date (if any) of each policy is to be no later than the eff ective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period (a) if the retroactive date is advanced past the eff ective date of this Agreement; (b ) if the policy is cancelled or not renewed; or (c) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide waiver of subrogation in favor of the City (its officials, officers, employees, agents, and volunteers) or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of reco very prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respe ct to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit th e Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
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j. Qualifying Insurers . All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements: Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the busin ess of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any Federal law.
k. Additional Insurance Provisions
(i) The foregoing requirem ents as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the C onsultant pursuant to this Agreement (including, but not limited to, the provisions concerning indemnification). (ii) If at any time d uring the life of the Agreement any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant; or City will withhold amounts sufficient to pay premium from Consu ltant payments. In the alternative, City may cancel this Agreement. (iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City (nor the City Council; any member of the City Council; or any of the officials, officers, employees, agents , or volunteers ) shall be personally responsible for any liability arising under or by virtue of this Agreement. l. Subconsultant Insurance Requirements. Consultant shall not a llow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance p rovided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.
17. Indemnification
a. To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably approved by the City), indemnify , and hold the City (its elected and appointed officials, officers, employees, agents, and authorized volunteers ) free and harmless from any and all claims (demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind in law or equity to property or persons including wrongful death (“Claims”)) in any manner arising out of, pertaining to, or incident to any alleged acts (errors, omissions, or willful misconduct) of Consultant (its officials, officers, employees, subcontractors, consultants , or agents ) in connection with the performance of the Docusign Envelope ID: D3F6ACBF-61EE-4055-9DEB-64A5CC9E32AE
Consultant’s services, the Project , or this Agreement (including without limitation the payment of all damages, expert witness fees, attorneys’ fees, and other related costs and expenses). This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City (the City Council, members of the City Council, its employees, or authorized volunteers). Consultant’s indemnification obligation shall survive the expiration or earlier termination of this Agreement. b. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then and only to the extent required by Civil Code section 2782.8 which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the p erformance of the services or this Agreement ; and upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim (including the cost to defend) shall not exceed the Consultant’s proportionate percentage of fault.
18. California Labor Code Req uirements. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, T itle 8, Section 16000, et seq. ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “ maintenance” projects. If the S ervices are being performed as part of an applicable “public works” or “maintenance” project as defined by the Prevailing Wage Laws, Consult ant agrees to fully comply with such Prevailing Wage Laws, if applicable. Consultant shall defend, indemnify, and hold the City (its elected officials, officers, employees, and agents) free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) , and debarment of contractors and subcontractors (Labor Code Section 1777.1). a. If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such Services must be registered with the Depar tment of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. This Project may also be subject to compliance m onitoring and enforcement by the Depar tment of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements.
19. Verification of Employment Eligibility . By executing this Agreement, Consultant verifies it fully complies with all requirements and restrictions of state and Federal law respecting the employment of undocumented aliens (including but not limited to the Immigration Reform and Control Act of 1986, as may be amende d from time to time); and shall require all subconsultants and sub -subconsultants to comply with the Docusign Envelope ID: D3F6ACBF-61EE-4055-9DEB-64A5CC9E32AE
same.
20. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or Federal court situated in the County of San Bernardino, State of California.
21. Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days’ written notice to Consultant.
In such event, City shall b e immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reason able value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.
22. Attorneys’ Fees . In the event that litigation is brought by any Party in connection with this Agreement, the prevailing Party shall be entitled to recover from the opposing Party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing Party i n the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. The costs, salary, and expenses of the City Attorney’s Office in enforcing this Agreement on behalf of the City shall be considered as “attorneys’ fees” for the purposes of this Agreement.
23. Responsibility for Errors . Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City’s representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant’s professional se rvices occurs, Consultant shall (at no cos t to City) provide all other services necessary to rectify and correct the matter to the sole satisfaction of the City; and to participate in any meeting required with regard to the correction.
24. Prohibited Employment. Consultant shall not employ any current employee of City to perform the work under this Agreement while this Agreement is in effect.
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25. Costs. Each Party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obliga tions hereunder except as expressly provided herein.
26. Documents. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City.
27. Organization. Consultant shall assign Paul Felton as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.
28. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above.
29. Notice. Any notice or instrument required to b e given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the following addresses and shall be effective upon receipt thereof:
CITY:
City of San Bernardino
Vanir Tower, 290 North D Street
San Bernardino, CA 92401
Attn: C. Jeannie Fortune
Director of Finance and
Management Services
With Copy To:
City of San Bernardino
Vanir Tower, 290 North D Street
San Bernardino, CA 92401
Attn: City Attorney
CONSULTANT:
IGM Technology Corp
318-77 McMurrich St
Toronto, ON, M5R 3V3
Attn: Michael Mattson,
Chief Commercial Officer
30. Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.
31. Equal Opportunity Employment . Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such n on-discrimination shall include but not be limited to all activities related to initial employm ent, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination.
32. Entire Agreement. This Agreement, including the Exhibits , represents the entire understanding of the Parties as to those matters contained herein; and supersedes Docusign Envelope ID: D3F6ACBF-61EE-4055-9DEB-64A5CC9E32AE
and cancels any prior or contemporaneous oral or written understanding, promises , or representations with respect to those matters covered hereun der. Each P arty acknowledges that no representations, inducements, promises , or agreements have been made by any person wh ich are not incorporated herein; and that any o ther agreements shall be void. This is an integrated Agreement.
33. Severability. If any provision of this Agreement is determined by a court of competent jurisdic tion to be invalid, illegal, or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance; and the remaining provisions of this Agreement shall remain in full force and effect.
34. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, admi nistrators, and assigns of each P arty to this Agreem ent. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties, or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.
35. Non-Waiver. The delay or failure of either Party at any time to require performance or compliance by the other Party of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance.
No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurre nce or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.
36. Time of Essence . Time is of the essence for each and every provision of this Agreement.
37. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain, or to be a full or accurate description of the content thereof; and shall not in any way affect the meaning or interpretation of this Agreement.
38. Amendments. Only a writing executed by all of the Parties hereto or their respective successors and assigns may amend this Agreement.
39. City’s Right to Employ Other Consultants. City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.
40. Prohibited Interests. Consultant maintains and warrants that it has neither employed nor retained any company or person (other than a bona fide employee working solely for Consultant) to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agre ed to pay any company or person (other than a bona fide employee working solely for Consultant) any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. No official, officer, or employee of City (during the term of Docusign Envelope ID: D3F6ACBF-61EE-4055-9DEB-64A5CC9E32AE
his or her service with City) shall have any direct interest in this Agreement for the term of this Agreement; or obtain any present or anticipated material benefit arising therefrom.
41. Counterparts. This Agreement may be executed in one or more counterparts, each of whi ch shall be deemed an original. All counterparts shall be construed together and shall constitute one single Agreement.
42. Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by doing so, the Parties hereto are formally bound to the provisions of this Agreement.
43. Electronic Signature . Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature.
[SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF SAN BERNARDINO
AND
IGM TECHNOLOGY CORPORATION
IN WITNESS WHEREOF , the Parties have executed this Agreement as of the Effective Date.
CITY OF SAN BERNARDINO
APPROVED BY:
Bill Gallardo
Interim City Manager
ATTESTED BY:
Genoveva Rocha
City Clerk
APPROVED AS TO FORM:
Best Best & Krieger LLP
City Attorney
IGM TECHNOLOGY CORPORATION
Michael Mattson
Chief Commercial Officer
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EXHIBIT A
Agency / Client: Service Provider: IGM Technology Corp
City of San Bernardino, CA
Address: 201 North E Street
San Bernardino, CA 92401
USA
Billing Contact: Jeannie Fortune
Interim Director of Finance & Mgmt Services
[email protected]
(909) 384-5144
IGM Contact: Paul Felton
Director, Western U.S.
[email protected]
415 999-1724
ORDER DETAILS
Order Form #: O-05422 – 2025 Subscription Start Date: January 15th, 2025 Created on: Jan 2, 2025 Subscription End Date: January 14th, 2026 Quote Valid for: 30 days Contract length: 12 months
Billing Frequency Annual Payment Terms: Net 30
SOFTWARE SERVICES
Products / Modules: Description Annual Fee:
Budget Book Automation w/ ADA
English + Spanish
Budget in Brief Automation w/ ADA
Includes environment setup, provisioning,
administrator, interface configuration, and
user training.
$87,100
English + Spanish Budgeting Development Access includes up to 25 named users. Operating Capital Access up to 40 Budgeting Users. Personnel Open Data Transparency +Digital Budget Book BI Dashboards
PROFESSIONAL SERVICES
Products / Modules: Description Total One-Time Fee:
IGM Gravity Implementation See details in SOW in Exhibit A Included in year 1 Fee
BILLING TABLE
Period Date
Software Professional
Total Services Notes Services Services
Year 1 Jan. 15,2025 – Jan. 14, 2026 $87,100 Included $87,100 ● Year 2 Jan. 15,2026 – Jan. 14, 2027 $90,149* $90,149* Year 3 Jan. 15,2027 – Jan. 14, 2028 $93,304* $93,304* Year 4 Jan. 15,2028 – Jan. 14, 2029 $96,569* $96,569* Year 5 Jan. 15,2029 – Jan. 14, 2030 $99,949* $99,949* Address: 318-77 McMurrich St
Toronto, ON, M5R 3V3
Contract commitment
period 1 Year w/ optional
renewal years outlined in
the billing table herein.
Docusign Envelope ID: D3F6ACBF-61EE-4055-9DEB-64A5CC9E32AE
Service Fees in subsequent years will be governed by the terms and conditions of this SaaS Service Agreement. In subsequent years, Service Fees are payable net 30 days after the renewal date.
Implementation fees are payable net 30 days after the Effective Date of this agreement.
This SaaS Services Agreement (“Agreement”) is entered into on this 10 th day of February 2025 (the “Effective Date”) between IGM Technology Corp. with a place of business at 77 McMurrich St Unit 318, Toronto, Ontario (“Company”), and the Customer listed above (“Customer”). This Agreement includes and incorporates the attached Terms and Conditions and contains, among other things, warranty disclaimers, liability limitations and use limitations. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof.
IGM Technology Corp.: City of San Bernardino, CA:
By: By:
Name: Name:
Title: Title:
Docusign Envelope ID: D3F6ACBF-61EE-4055-9DEB-64A5CC9E32AE Bill Gallardo
Interim City Manager
Michael V. Mattson
Chief Commercial Officer
EXHIBIT A-1
Statement of Work
The Company will provide the following services and comprehensive training to the following modules:
Budget Book Automation
o Full English Version
o Full Spanish Version
Budgeting Implementation
o Operating
o Capital
o Personnel
Budget in Brief Automation
o Full English Version
o Full Spanish Version
Open Data Transparency w/ Digital Budget Book
BI Dashboards
Gravity’s deployment methodology uses an iterative approach to guide our customers through the successful implementation of our products. Drawing on years of experience working with and leading government entities, as well as best practices from both the public and private sectors, we ensure a successful implementation. This methodology demands a high level of focus and engagement from both parties to achieve the desired results
Gravity will take a similar approach for each module through the implementation.
Phase 1: Discovery and Planning
During the Discovery and Planning phase of the project, Gravity and the Customer will work together to design a project plan and configuration guide to meet the goals of the Customer.
Some of the tasks to be completed during the Discovery and Planning Phase are:
Contract Signed and Reviewed with Customer
Agree upon starting date of project
Kick off of project
Review current system and identify configuration within Gravity Identify any Gaps and proposed solution
Phase 2: Configuration
Docusign Envelope ID: D3F6ACBF-61EE-4055-9DEB-64A5CC9E32AE
After Gravity and the Customer have agreed on the design of the solution, the configuration can begin.
During the configuration phase of the project, Gravity will take on the task of conjuring the system based on the agreed upon design. When questions or concerns arise it will be important for Gravity and the Customer to review and agree upon updated configuration.
Some of the tasks to be completed during the Configuration phase include:
Data elements, tables, roles, reports, data file extracts, data file import configurations, active directory integration, etc. are configured to meet the Customer’s requirements Configuration settings have been loaded and system tested Configuration settings are available for UAT and Training purposes Data will be loaded
Phase 3: Testing/Training
After the system has been configured and the project leaders feel it is ready for testing, the implementation will move into the testing and training phase. During the testing phase Gravity and the Customer will prepare a testing plan to ensure the system is working to the design that was agreed upon in phase 1 and configured in phase 2. The Customer will provide Gravity with a list of any areas that need to be updated to ensure the software is ready to Go-Live.
Once the system has been tested and approved, the training of end users can occur. Gravity will work collaboratively with the Customer on the training needs and develop training materials. Gravity and/or the Customer will deliver training to end users.
Some of the tasks to be completed during the Testing/Training phase include:
A User Acceptance Testing (UAT) plan will be created and reviewed in collaboration with the customer.
The customer will conduct UAT and provide any needed changes or concerns. Gravity will update to ensure successful UAT
A training plan will be developed and reviewed with the Customer. Training will be completed.
Training materials provided to the Customer
Phase 4: Go-Live
Docusign Envelope ID: D3F6ACBF-61EE-4055-9DEB-64A5CC9E32AE
The last phase of the project is to Go-Live. Once the configuration has been tested and training complete, the Customer can schedule a Go-Live date. During the Go-Live event Gravity will support the users with any questions that may arise.
Some of the tasks to be completed during the Testing/Training phase include:
Gravity and the Customer will agree upon Go-Live Date. Communication plan developed for end users
Gravity supports the Customer in initial Go-Live and questions answering Deliverables: Final acceptance from the Customer
Docusign Envelope ID: D3F6ACBF-61EE-4055-9DEB-64A5CC9E32AE
EXHIBIT B
Service Level Terms
The Services shall be available 99.9%, measured monthly, excluding holidays and weekends and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. F urther, any downtime resulting from outages of third - party connections or utilities or other reasons beyond Company’s control will also be excluded from any such calculation. Customer's sole and exclusive remedy, and Company's entire liability, in connecti on with Service availability shall be that for each period of downtime lasting longer than one hour, Company will credit Customer 5% of Service fees; provided that no more than one such credit will accrue per day.
Downtime shall begin to accrue as soon as Customer (with notice to Company) recognizes that downtime is taking place, and continues until the availability of the Services is restored. In order to receive downtime credit, Customer must notify Company in writing within 24 hours from the time of down time, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash. Company will apply any credits accumulated in the prior annual period, towards the Service Fees in the next annual period.
Docusign Envelope ID: D3F6ACBF-61EE-4055-9DEB-64A5CC9E32AE
EXHIBIT C
Support Terms
IGM will provide Technical Support to customer via both telephone and electronic mail Monday – Friday between 6am – 8pm Eastern Time (“Support Hours”).
Customer may initiate a helpdesk ticket during Support Hours by calling IGM’s customer support line or any time by emailing [email protected]
Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.
Emergency customer support is available outside of Support hours and can be initiated by calling IGM’s customer support line or emailing [email protected]
Docusign Envelope ID: D3F6ACBF-61EE-4055-9DEB-64A5CC9E32AE