IGM Technology (Budget Software) 2023-06IGM
TECHNOLOGY
Customer City of Grand Terrace CA
Contact Christme Clayton
Address 22795 Barton Road
Title Finance Director
Grand Terrace CA 92313
Phone 909-954-5188
E-Mail CCla on randterrace-ca gov
Services Access to Gravity (the "Service(s)")
Service Fees —Year I The Customer has the right to identify up to 10 Named Users to have Access to Gravity The Service Capacity
includes
• Gravity Base Platform (includes 2 Named Users) $10,000
• Gravity Budget Book (includes 4 Named Users) $6,000
• Gravity Budget Planning (includes 4 Named Users) $6,000
Sub Total $22,000
Multi Module Discount ($4,000)
Total Service Fees —12 months $18,000 USD
Service Fees for the first year are payable net 30 days after the agreement effective date
Services Fees — Year 2 If the Customer chooses to renew its subscription to Gravity for a second year with the same Service
Capacity, then the Service Fees in Year 2 will be $18,900
Service Fees for Year 2 would be payable in advance upon renewal
Service Fees in subsequent years will be governed by the terms and conditions of this SaaS Service Agreement
Optional Contract Extension Years 3-5
Services Fees — Year 3 If the Customer chooses to renew its subscription to Gravity for a third year with the same Service Capacity,
then the Service Fees in Year 3 will be $19,845
Service Fees for Year 3 would be payable in advance upon renewal
Service Fees in subsequent years will be governed by the terms and conditions of this SaaS Service Agreement
Services Fees — Year 4 If the Customer chooses to renew its subscription to Gravity for a fourth year with the same Service Capacity,
then the Service Fees in Year 4 will be $20,837
Service Fees for Year 4 would be payable in advance upon renewal
Service Fees in subsequent years will be governed by the terms and conditions of this SaaS Service Agreement
Services Fees — Year 5 If the Customer chooses to renew its subscription to Gravity for a fifth year with the same Service Capacity,
then the Service Fees in Year 5 will be $21,879
Service Fees for Year 5 would be payable in advance upon renewal
Service Fees in subsequent years will be governed by the terms and conditions of this SaaS Service Agreement
Implementation Services Company will use commercially reasonable efforts to provide Customer the services described in the
Statement of Work ("SOW") attached as Exhibit A hereto ("Implementation Services"), and Customer shall pay Company the
Implementation Fee in accordance with the terms herem
Implementation Fee (one-time fee)
• Gravity Budget Book Implementation Services $6,000
• Gravity Budget Planning Implementation Services $6,000
Sub -Total $12,000
Multi Module Discount ($6,000)
Total Implementation Fee (one-time fee) $6,000 USD
Implementation Fees are payable net 30 days after the agreement effective date
IGM
TECHNOLOGY
SAAS SERVICES AGREEMENT — Order Form
This SaaS Services Agreement ("Agreement") is entered into on this 28th day of February 2023 (the "Effective
Date") between IGM Technology Corp with a place of business at 77 McMurrich St Unit 318, Toronto, Ontario
("Company"), and the Customer listed above ("Customer") This Agreement includes and incorporates the above
Order Form, 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 terms of any
related purchase order or similar form even if signed by the parties after the date hereof
IGM Technology Corp The City of Grand Terrace
By
Name
Title
By
Name Konrad Bolowich
Title City Manager
LIBC/3968202 1
IGM
TECHNOLOGY
TERMS AND CONDITIONS
SAAS SERVICES AND SUPPORT
1 1 Subject to the terms of this Agreement, Company will use
commercially reasonable efforts to provide Customer the Services
in accordance with the Service Level Terms attached hereto as
Exhibit B
12 Subject to the terms hereof, Company will provide
Customer with reasonable technical support services in accordance
with the Support Terms attached hereto as Exhibit C
2 RESTRICTIONS AND RESPONSIBILITIES
21 Customer will not, directly or indirectly reverse engineer,
decompile, disassemble or otherwise attempt to discover the source
code, object code or underlying structure, ideas, know-how or
algorithms relevant to the Services or any software, documentation
or data related to the Services ("Software"), modify, translate, or
create derivative works based on the Services or any Software
(except to the extent expressly permitted by Company or
authorized within the Services), use the Services or any Software
for timesharing or service bureau purposes or otherwise for the
benefit of a third party, or remove any proprietary notices or labels
22 Customer represents, covenants, and warrants that
Customer will use the Services only in compliance with
Company's standard terms of service then in effect and all
applicable laws and regulations Customer hereby agrees to
indemnify and hold harmless Company against any damages,
losses, liabilities, settlements and expenses (including without
limitation costs and attorneys' fees) in connection with any claim
or action that arises from an alleged violation of the foregoing or
otherwise from Customer's use of Services
23 Customer shall be responsible for obtaining and
maintaining any equipment and ancillary services needed to
connect to, access or otherwise use the Services, including, without
limitation, modems, hardware, servers, software, operating
systems, networking, web servers and the like (collectively,
"Equipment") Customer shall also be responsible for maintaining
the security of the Equipment and the administrative and user
passwords
CONFIDENTIALITY, PROPRIETARY RIGHTS
3 1 Each party (the "Receiving Party") understands that the
other party (the "Disclosing Party") has disclosed or may disclose
business, technical or financial information relating to the
Disclosing Party's business (hereinafter referred to as "Proprietary
Information" of the Disclosing Party) Proprietary Information of
Company includes non-public information regarding features,
functionality and performance of the Service Proprietary
Information of Customer includes non-public data provided by
Customer to Company to enable the provision of the Services
("Customer Data") The Receiving Party agrees (i) to take
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reasonable precautions to protect such Proprietary Information,
and (n) not to use (except in performance of the Services or as
otherwise permitted herein) or divulge to any third person any such
Proprietary Information The Disclosing Party agrees that the
foregoing shall not apply with respect to any information after five
(5) years following the disclosure thereof or any information that
the Receiving Party can document (a) is or becomes generally
available to the public, or (b) was in its possession or known by it
prior to receipt from the Disclosing Party, or (c) was rightfully
disclosed to it without restriction by a third party, or (d) was
independently developed without use of any Proprietary
Information of the Disclosing Party or (e) is required to be
disclosed by law
32 Customer shall own all right, title and interest in and to
the Customer Data Company shall own and retain all right, title
and interest in and to (a) the Services and Software, all
improvements, enhancements or modifications thereto, (b) any
software, applications, inventions or other technology developed
in connection with Implementation Services or support, and (c) all
intellectual property rights related to any of the foregoing
33 No rights or licenses are granted except as expressly set
forth herein
4 PAYMENT OF FEES
41 Customer will pay Company the then applicable fees
described in the Order Form for the Services and Implementation
Services in accordance with the terms therein (the "Fees") If
Customer's use of the Services exceeds the Service Capacity set
forth on the Order Form or otherwise requires the payment of
additional fees (per the terms of this Agreement), Customer shall
be billed for such usage and Customer agrees to pay the additional
fees in the manner provided herein Company reserves the right to
increase the Service Fees to reflect inflation and ongomg
enhancements applied to the software platform, to change the Fees
or applicable charges and to institute new charges and Fees at the
end of the Initial Service Term or then -current renewal term If
Customer believes that Company has billed Customer incorrectly,
Customer must contact Company no later than 60 days after the
closing date on the first billing statement in which the error or
problem appeared, in order to receive an adjustment or credit
Inquiries should be directed to Company's customer support
department
42 Company will bill through an invoice 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 1 5% per month on any
outstanding balance, or the maximum permitted by law, whichever
is lower, plus all expenses of collection and may result in
immediate termination of Service Customer shall be responsible
IGM
TECHNOLOGY
for all taxes associated with Services other than taxes based on
Company's net income
TERM AND TERMINATION
5 1 Subject to earlier termination as provided below, this
Agreement is for the Initial Service Term as specified in the Order
Form, and shall be automatically renewed for additional periods of
the same duration as the Initial Service Term (collectively, the
"Term"), unless either party requests termination at least thirty (30)
days prior to the end of the then -current term
52 In addition to any other remedies it may have, either party
may also terminate this Agreement upon thirty (30) days' notice
(or without notice in the case of nonpayment), if the other party
materially breaches any of the terms or conditions of this
Agreement Customer will pay in full for the Services up to and
including the last day on which the Services are provided Upon
any termination, Company will make all Customer Data available
to Customer for electronic retrieval for a period of thirty (30) days,
but thereafter Company may, but is not obligated to, delete stored
Customer Data All sections of this Agreement which by their
nature should survive termination will survive termination,
including, without limitation, accrued rights to payment,
confidentiality obligations, warranty disclaimers, and limitations
of liability
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 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 AND IMPLEMENTATION
SERVICES ARE PROVIDED "AS IS" AND COMPANY
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE AND NON -INFRINGEMENT
LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE
CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON,
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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
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 sub -licensable by
Customer except with Company's prior written consent Company
may transfer and assign any of its rights and obligations under this
Agreement without consent This Agreement is the complete and
exclusive statement of the mutual understanding of the parties and
supersedes and cancels all previous written and oral agreements,
communications and other understandings relating to the subject
matter of this Agreement, and that all waivers and modifications
must be in a writing signed by both parties, except as 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 law
provisions Customer agrees to reasonably cooperate with
Company to serve as a reference account upon request
IGM
TECHNOLOGY
EXHIBIT A
Statement of Work
The Company will provide the following services
• Gravity - Implementation Services for Gravity Budget Book automation
o Comprehensive on-line training
o IGM Consulting Services in setting up and using Gravity to produce the next Budget Book
• Gravity — Implementation Services for Gravity Budgeting Planning
o Comprehensive on-line training
o IGM Consulting Services in setting up three data collection templates
■ Operations and Revenues
■ Human Resources
■ Capital Improvement Projects
These Implementation Services will be provided to the Customer within six months of the Effective Date Implementation Services
required by the Customer after this time period could be provided by IGM at IGM's standard consulting services rate
IGM
TECHNOLOGY
EXHIBIT B
Service Level Terms
The Services shall be available 99 9%, measured monthly, excluding holidays and weekends and scheduled maintenance If
Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such
maintenance Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond Company's
control will also be excluded from any such calculation Customer's sole and exclusive remedy, and Company's entire liability, in
connection with Service availability shall be that for each period of downtime lasting longer than one hour, Company will credit
Customer 5% of Service fees, provided that no more than one such credit will accrue per day Downtime shall begin to accrue as soon
as Customer (with notice to Company) recognizes that downtime is taking place, and continues until the availability of the Services is
restored In order to receive downtime credit, Customer must notify Company in writing within 24 hours from the time of downtime,
and failure to provide such notice will forfeit the right to receive downtime credit Such credits may not be redeemed for cash Company
will apply any credits accumulated in the prior annual period, towards the Service Fees in the next annual period
IGM
TECHNOLOGY
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 emaihng support(aigm technology
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
emailmg support(a,igm technology
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