HomeMy WebLinkAboutGovInvest SaaS Licensing & Service Agreement for Pension Module & Accounting 05-05-2021 City of Lake Elsinore
SaaS Licensing Agreement
Attention:City of Lake Elsinore
Prepared by: Jason Huk, Director
April 19, 2021
Actuarial Services and Technology !/\ Govl nvest
Licensing Agreement
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City of Lake Elsinore
Summary of Services and Implementation
Customer:
City of Lake Elsinore
130 S Main Street
Lake Elsinore, CA 92530
Services:
Service Capacity: Use of the Standard Pension Module; annual GASB 68 Accounting Valuations; Bi-
annual GASB 75 Actuarial Valuation(collectively,the"Service(s)").
Service Fees: Fees are payable in advance, subject to the terms of Section 4 herein.
Reeular Annual Pricing: Total Contract Value Invoiced Annually.
Pension Module:
Market Rate: $10,000
$7,500_annual licensing fee. (3%CPI Increase annually)
Annual Valuation Pricing
Annual GASB 68 accounting valuation:
Past Rate: $2309
Discounted Rate: $2,000 per report for the 4-risk pooled plans(Savings of$500/year)
Bi-annual GASB 75 Full actuarial valuation:
$ 7,500 per report.
Initial Term: 1-year from Effective Date.
Total Contract Value:
Regular Total Contr-aet Value.! ,
Discounted Total Contract Value Up-front: $17,000
SAVINGS: S3,000 per Year
Actuarial Services and Technology !& Govl nvest
Licensing Agreement
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City of Lake Elsinore
SERVICE AGREEMENT
This SaaS Services Agreement("Agreement')is entered into on this 5 day of May , 2021 (the
"Effective Date")between Govinvest, Inc. ("Company"), and the Customer listed above("Customer").
This Agreement includes and incorporates the above Summary of Services and Implementation,as well
as the attached Terms and Conditions and contains,among other things, warranty disclaimers,liability
limitations and use limitations. There shall be no force or effect to any different or additional terms of any
purchase order, confirmation or similar form,even if signed by the parties before or after the date hereof.
Govinvest Inc. City of Lake El.' nr
By: ,> r/r � Faw.. By:
Name: Jasmine Nachtiqall-Fournier Nam , So 1
r son
Title: Co-Founder and President Title: cityEger _
Date: 5/4/21 Date: May Sa 2021
Annual Fee Includes:
• Unlimited User logins:Credentials to access individual cloud-based portals.
• Portal Setup:Development of dedicated web/cloud-based platform.
• Features&Reports:All features and reporting functions available within the cloud-based portal.
• Setup,Support&Training:Dedicated support staff to assist in initial setup and unlimited ongoing training
of the product and features.Refer to Implementation Steps below under User Training
• Support Resources:Access to retirement plan experts,actuaries and experienced financial consultants,
training tools,webinars and conferences hosted by Govinvest.
• Expert Sessions:Scheduled training hosted by in-house support team,finance and actuarial experts,
budget experts,as well as peergovernment users with extensive experience using the product.
• Internal Presentation Support:In-house finance,negotiations and budget experts to support in developing
andreviewing presentations based on product usage.
• Dedicated Customer Success Manager:Specialist assigned to the City to facilitate communication withall
available resources.
Implementation Steps
• Introductory 1-on-1 meeting between Customer's project sponsor(s)and Govinvest's onboarding lead
• Optional kick-off meeting with Govinvest's onboarding lead and all customer stakeholders
and others that will be involved in the onboarding process
• User training: Digital one-on-one or group sessions focused on setting up projects and
using software to support the City objectives.
• Plan setup and configuration:support the customer in outlining plan drill-down, new entrants plan set-up,
bargaining unit or department level analysis,and 115 trust components(if applicable).
• Data Request: Support the customer in retrieving appropriate census file reports from
retirement system/actuary in most recent valuation.
• Validation: Actuaries and Developers to stress-test and validate results against actuarial standards of
practice and acceptable level of deviation within results to liabilities and costs.
• Support:answer customer questions as they come up about modelling or validation
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City of Lake Elsinore
Company believes such use to be in violation of this Agreement or otherwise harmful to the
Service.
2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services
needed to connect to,access or otherwise use the Services, including,without limitation,
modems,hardware, servers, software, operating systems,networking,web servers and the like
(collectively, "Equipment"). Customer shall also be responsible for maintaining the security of
the Equipment,Customer account,passwords(including but not limited to administrative and
user passwords)and files, and for all uses of Customer account or the Equipment with or without
Customer's knowledge or consent.
3. CONFIDENTIALITY; PROPRIETARY RIGHTS
3.1 One party(the"Receiving Party")understands that the other party (the"Disclosing Party")has
disclosed or may disclose business,technical or financial information relating to the Disclosing
Party's business(hereinafter referred to as"Proprietary Information"of the Disclosing Party).
Proprietary Information of Company includes non-public information regarding features,
functionality and performance of the Service.Proprietary Information of Customer includes non-
public data("Customer Data")provided by Customer to Company to enable the provision of the
Services. The Receiving Party agrees: (i)to take reasonable precautions to protect such
Proprietary Information, and(ii)not to use(except in performance of the Services or as otherwise
permitted herein)or divulge to any third party any such Proprietary Information. The Disclosing
Party agrees that the foregoing shall not apply with respect to any information after five(5)years
following the disclosure thereof or any information that the Receiving Party can document(a)is
or becomes generally available to the public,without any action by,or involvement of,the
Receiving Party or(b)was in its possession or known by it prior to receipt from the Disclosing
Party, or(c)was rightfully disclosed to it without restriction by a third party,or(d)was
independently developed without use of any Proprietary Information of the Disclosing Party or
(e)is required to be disclosed by law. The Receiving Party acknowledges that in the event of a
breach of Section 3.1 by the Receiving Party,substantial injury could result to the Disclosing
Party and money damages will not be a sufficient remedy for such breach. Therefore, in the event
that the Receiving Party engages in, or threatens to engage in, any act which violates Section 3.1,
the Disclosing Party will be entitled, in addition to all other remedies which may be available to it
under law, to seek injunctive relief(including,without limitation,temporary restraining orders, or
preliminary or permanent injunctions)and specific enforcement of the terms of Section 3.1.The
Disclosing Party will not be required to post a bond or other security in connection with the
granting of any such relief.
3.2 Company shall own and retain all rights,title and interest in and to: (i)the Services and Software,
together with all improvements, enhancements,modifications,changes,translations,compilation,
and derivative works thereto, (ii)any software, applications,inventions or other technology
developed in connection with Implementation Services or support,(iii)any analytics generated
through Customer's use of the Services, including but not limited to, any data, materials,
information,and reports("Analytics")and(iv)all intellectual property rights related to any of the
foregoing. Company hereby grants Customer a non-exclusive, non-transferable and non-
sublicensable license to access and use the Analytics.
3.3 Notwithstanding anything to the contrary,Company shall have the right to collect and analyze
data and other information relating to the provision, use and performance of various aspects of the
Services and related systems and technologies(including, without limitation, information
concerning Customer Data and data derived therefrom), and Company will be free(during and
after the term hereof)to: (i)use such information and data to improve and enhance the Services
and for other development, diagnostic and corrective purposes in connection with the Services
and other Company offerings,(ii)disclose such data solely in aggregate or other de-identified
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City of Lake Elsinore
form in connection with its business,and(iii)disclose,share, license,or resell Analytics to third
parties for consideration.No rights or licenses are granted except as expressly set forth herein.
4. PAYMENT OF FEES
4.1 Customer will pay Company the then applicable fees described in the Summary of Services and
Implementation in accordance with the terms therein(the"Fees"). If Customer's use of the
Services exceeds the Service Capacity set forth in the Summary of Services and Implementation
or otherwise requires the payment of additional fees(per the terms of this Agreement),Customer
shall be billed for such usage and Customer agrees to pay the additional fees in the manner
provided herein.Company reserves the right to change the Fees or applicable charges and to
institute new charges and Fees at the end of the Initial Term or then current Renewal Term, upon
thirty(30)days prior notice to Customer(which may be sent by email). If Customer believes that
Company has billed Customer incorrectly, Customer must contact Company no later than 60 days
after the closing date on the first billing statement in which the error or problem appeared, in
order to receive an adjustment or credit. Inquiries should be directed to Company's customer
support department.
4.2 Company may choose to bill through an invoice, in which case, full payment for invoices issued
in any given month must be received by Company thirty(30)days after the mailing date of the
invoice. Unpaid amounts are subject to a finance charge of 5%per month on any outstanding
balance, or the maximum permitted by law,whichever is lower,plus all expenses of collection
and may result in immediate termination of Service. Customer shall be responsible for all taxes
associated with Services other than U.S.taxes based on Company's net income.
5. TERM AND TERMINATION
5.1 Subject to earlier termination as provided below,the Initial Term of this Agreement shall be for a
period specified in the Summary of Services and Implementation(the"Initial Term"). Upon the
expiration of the Initial Term,this agreement shall automatically renew for additional periods of
the same duration as the Initial Term(each a"Renewal Term"). The Initial Term and the Renewal
Term are collectively referred to herein as the"Term."
5.2 In addition to any other remedies it may have,either party may terminate this Agreement upon
thirty(30)days written notice(or without notice in the case of nonpayment),if the other party
materially breaches any of the terms or conditions of this Agreement.Customer will pay in full
for the Services up to and including the last day on which the Services are provided.All sections
of this Agreement which by their nature should survive termination will survive termination,
including,without limitation,accrued rights to payment,confidentiality obligations,warranty
disclaimers, and limitations of liability.
6. WARRANTY AND DISCLAIMER
Company shall use reasonable efforts consistent with prevailing industry standards to maintain
the Services in a manner which minimizes errors and interruptions in the Services and shall
perform the Implementation Services in a professional and workmanlike manner as expressed in
Exhibit C. Services may be temporarily unavailable for scheduled maintenance or for
unscheduled emergency maintenance, either by Company or by third-party providers, or because
of other causes beyond Company's reasonable control,but Company shall use reasonable efforts
to provide advance notice in writing or by e-mail of any scheduled service disruption. However,
Company does not warrant that the Services will be uninterrupted or error free; nor does it make
any warranty as to the results that may be obtained from use of the Services. EXCEPT AS
EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES,THE ANALYTICS,AND
IMPLEMENTATION SERVICES ARE PROVIDED"AS IS"AND COMPANY DISCLAIMS
ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
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City of Lake Elsinore
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT.
7. INDEMNITY
Company shall hold Customer harmless from liability to third parties resulting from infringement
by the Service of any United States patent or any copyright or misappropriation of any trade
secret, provided Company is promptly notified of any and all threats,claims and proceedings
related thereto and given reasonable assistance and the opportunity to assume sole control over
defense and settlement;Company will not be responsible for any settlement it does not approve in
writing. The foregoing obligations do not apply with respect to portions or components of the
Service(i)not supplied by Company, (ii)made in whole or in part in accordance with Customer
specifications, (iii)that are modified after delivery by Company,(iv)combined with other
products, processes or materials where the alleged infringement relates to such combination, (v)
where Customer continues allegedly infringing activity after being notified thereof or after being
informed of modifications that would have avoided the alleged infringement,or(vi)where
Customer's use of the Service is not strictly in accordance with this Agreement. If,due to a claim
of infringement,the Services are held by a court of competent jurisdiction to be or are believed by
Company to be infringing,Company may,at its option and expense(a)replace or modify the
Service to be non-infringing provided that such modification or replacement contains
substantially similar features and functionality, (b)obtain for Customer a license to continue
using the Service,or(c) if neither of the foregoing is commercially practicable,terminate this
Agreement and Customer's rights hereunder and provide Customer a refund of any prepaid,
unused fees for the Service.
8. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY,EXCEPT FOR BODILY INJURY
OF A PERSON,COMPANY AND ITS SUPPLIERS(INCLUDING BUT NOT LIMITED TO
ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS,AFFILIATES,
REPRESENTATIVES,CONTRACTORS AND EMPLOYEES SHALL NOT BE
RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS
AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY
CONTRACT,NEGLIGENCE,STRICT LIABILITY OR OTHER THEORY:(A)FOR ERROR
OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF
DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR
TECHNOLOGY OR LOSS OF BUSINESS;(B)FOR ANY INDIRECT,EXEMPLARY,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES;(C)FOR ANY MATTER
BEYOND COMPANY'S REASONABLE CONTROL; OR(D)FOR ANY AMOUNTS THAT,
TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS,EXCEED THE
FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS
AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE
LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
9. MISCELLANEOUS
If any provision of this Agreement is found to be unenforceable or invalid,that provision will be
limited or eliminated to the minimum extent necessary so that this Agreement will otherwise
remain in full force and effect and enforceable. This Agreement is not assignable,transferable or
sublicensable by Customer except with Company's prior written consent.Company may not
transfer or assign any of its rights and obligations under this Agreement without Customer's prior
written consent.This Agreement is the complete and exclusive statement of the mutual
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City of Lake Elsinore
understanding of the parties and supersedes and cancels all previous written and oral agreements,
communications and other understandings relating to the subject matter of this Agreement,and all
waivers and modifications in this Agreement must be in a writing signed by both parties,except
as otherwise provided herein.No agency,partnership,joint venture,or employment is created as
a result of this Agreement and Customer does not have any authority of any kind to bind
Company in any respect whatsoever. In any action or proceeding to enforce rights under this
Agreement,the prevailing party will be entitled to recover costs and attorneys' fees. All notices
under this Agreement will be in writing and will be deemed to have been duly given when
received, if personally delivered;when receipt is electronically confirmed, if transmitted by
facsimile or e-mail;the day after it is sent,if sent for next day delivery by recognized overnight
delivery service;and upon receipt, if sent by certified or registered mail,return receipt requested.
This Agreement shall be governed by the laws of the State of California without regard to its
conflict of laws provisions.The parties shall work together in good faith to issue at least one
mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise
agrees to reasonably cooperate with Company to serve as a reference account upon request.
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City of Lake Elsinore
EXHIBIT A
Service Level Terms
The Services shall be available 99%of the time,measured monthly, excluding holidays and weekends
and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or
downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting
from outages of third party connections or utilities or other reasons beyond Company's control will also
be excluded from any such calculation.Customer's sole and exclusive remedy, and Company's entire
liability,in connection with Service availability shall be that for each period of downtime lasting longer
than 12 hours,Company will credit Customer 1%of Service Fees for each period of 30 or more
consecutive minutes of downtime;provided that no more than one such credit will accrue per day.
Downtime shall begin to accrue as soon as Customer(with notice to Company)recognizes that downtime
is taking place, and continues until the availability of the Services is restored. In order to receive
downtime credit,Customer must notify Company in writing within 12 hours from the time of downtime,
and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not
be redeemed for cash and shall not be cumulative beyond a total of credits for one(1)week of Service
Fees in any one(1)calendar month in any event.Company will only apply a credit to the month in which
the incident occurred. Company's blocking of data communications or other Service in accordance with
its policies shall not be deemed to be a failure of Company to provide adequate service levels under this
Agreement.
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City of Lake Elsinore
EXHIBIT B
Support Terms
Company will provide Technical Support to Customer via both telephone and electronic mail on
weekdays during the hours of 9:00 am. through 5:00 p.m. Pacific Standard Time,with the exclusion of
Federal Holidays("Support Hours").
Customer may initiate a help desk ticket during Support Hours by calling 310-371-7106 or any time by
emailing support@govinvest.com.
Company will use commercially reasonable efforts to respond to all help desk tickets within one(1)
business day.
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City of Lake Elsinore
EXHIBIT C
Disclaimer of Software Analysis
Company will provide software with financially sound projections and analysis, but does not yet
guarantee compliance with actuarial standards for funding and accounting purposes including GASB 27,
68,45, or 75.
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