Loading...
HomeMy WebLinkAboutR-2023-073 Resolution awarding and authorizing an agreement with Questica for budget management softwareRESOLUTION NO. R-2023-073 A RESOLUTION awarding and authorizing an agreement with Questica for Budget Management Software. WHEREAS, the City of Yakima has a master contract usage agreement with the Department of Enterprise Services (DES) to utilize NASPO Contract AR2472 for the purchase of this software; and WHEREAS, Carahsoft Technology Corporation participated in the competitive bid process in response to by submitting a proposal, on which was awarded through NASPO and is an authorized reseller for Questica; and WHEREAS, the City of Yakima desires to purchase off the NASPO Contract to procure Budget Management Software functionality from Questica, which Questica agrees to deliver pursuant to the NASPO Contract and under the terms and conditions as found in agreement; and WHEREAS, the City of Yakima selected Questica to provide certain products and services set forth in the software subscription agreement, and Questica desires to provide such products and services under the terms of this Agreement; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized to execute an Agreement with Questica and Carahsoft Technology Corporation for Budget Management Software, attached hereto and incorporated herein by this reference. ADOPTED BY THE CITY COUNCIL this 6th day of June, 2023. Janice Deccio, Mayor ATTEST: Rosalinda Ibarra, City Cle Questica QUESTICA SOFTWARE SUBSCRIPTION AGREEMENT This SOFTWARE SUBSCRIPTION AGREEMENT (the "Agreement") is made June 23, 2023 ('the "Effective Date") by and between QUESTICA LTD., a corporation incorporated under the laws of the State of Delaware ("Questica") and CITY OF YAKIMA, including, without limitation, all its subdivisions, departments, and constituent entities within its legal scope and jurisdiction (collectively, the "Subscriber). DEFINITIONS "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control, for the purposes of this definition, means direct or indirect ownership or control of more than 50%0 of the voting interests of the subject entity. "Malicious Code" means viruses, worms, time bombs, Trojan horses, and other harmful or malicious code, files, scripts, agents or programs: "Order Form" means the documents for placing orders hereunder, including addenda thereto, that are entered into between You and Us from time to time, including addenda and supplements thereto: "Services" means the products and services that are ordered by You or Your Affiliates under an Order Form and made available by Us online.: "User Guide" means the on-line users guide for the Services, made available on-line. "Users" means individuals who are authorized by You to use the Services, for whom subscriptions to a Service have been ordered, and who have been supplied user identifications and passwords by You, (or by Us at your request). Users may include but are not limited to Your employees, consultants, contractors and agents,; and third parties with which You transact business. "We," "Us", "Our", "Questica Inc.", "Questica LTD." or'"Questica" means the company or entity providing the Services in the Agreement "You", "Your", "Subscriber" means the company or other legal entity for which you are accepting the Agreement and Affiliates of that company or entity. "Your Data" means all electronic data or information submitted by You to the Services, including but not limited to any data, content (including user content), information and files: 2. PROVISION OF SERVICES 2.1 Terms of Service. Terms, provisions, or conditions on any purchase order, acknowledgement, or other business form or writing that Customer may use in connection with the provision of Services (or software) by Questica will have no effect on the rights, duties, or obligations of the parties hereunder, regardless of any failure of Questica to object to such terms, provisions, or conditions. 2.2 Provision of Services. We shall make the Services available to You pursuant to this Agreement and the relevant Order Forms during a subscription term. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto: Order Forms shall be deemed incorporated herein by reference. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features. 2.3 User Subscriptions. Unless otherwise specified in the applicable Order Form, (i) Services are purchased as User subscriptions and may be accessed by no more than the specified number of Users, (ii) additional User subscriptions may be added during the applicable subscription term at the same price as that for the pre- existing subscriptions thereunder, prorated for the remainder of the subscription term in effect at the time the additional User subscriptions are added and (iii) the added User subscriptions shall terminate on the same Questica Software Subscription Agreement Page 1 of 32 day as the pre-existing subscriptions. User subscriptions are for designated Users only and cannot be shared or used by more than one user but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Services. 2:4 Hosting, Product Maintenance and Support. For the first year of this Agreement, upon paying the Subscription Fee and for each year thereafter, provided that Subscriber continues to pay the Subscription Fees in accordance with the fees set out in Appendix A, Questica shall provide Hosting, Maintenance and Technical Support Services for the software as outlined in Appendix B, if the Subscriber is not otherwise in breach of the provisions of this Agreement. Implementation Services, Questica shall provide the professional service as defined in the Scope of Work ("SOW'), Appendix C, in a professional manner, consistent with industry standards. Unless otherwise agreed upon by both parties, or as the result of a delay on the part of Questica, the obligation to provide professional services to the Subscriber expires the earlier of 1) completion of the services described in the SOW 2) 12 months from the effective date of the relevant Order Form, 2.6 Acceptance of Custom Work. Within fifteen (15) business days from the delivery of each individual Custom Work, the Customer/Subscriber shall, in its sole discretion, review the Product Customization and notify Questica whether it finds the Customizations satisfactory or unsatisfactory. If its determined that the Customizations are unsatisfactory, then it shall state in writing the reasons for its determination, including identifying any nonconformance with the Subscriber's specifications or expectations. Questica will promptly correct the deficiencies and reinstall the Customizations, and the approval procedure shall be reapplied until Subscriber finally declares the Customizations satisfactory. In the absence of a written response within 15 Business Days after the delivery of the Customizations or once the Subscriber has declared the Customizations satisfactory, the Customizations shall be considered 'Accepted'. USE OF THE SERVICES Our Responsibilities. We shall: (i) provide Our basic support for the Services to You at no additional charge, and/or upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give at least 8 hours' notice via the Services and which We shall schedule to the extent practicable during the weekend hours from 9:00 pm Friday to 6:00 am Monday Eastern Time), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), Internet services provider failure or delays, or denial of service attacks, and (iii) provide the Services only in accordance with applicable laws and government regulations. 3.2 Our Protection of Your Data. We shall maintain reasonable administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law in accordance with Section 6.3 (Compelled Disclosure) or as expressly permitted in writing by You, or (c) access Your Data except to provide the Services and prevent or address service or technical problems, or at Your request in connection with customer support matters. Your Responsibilities. You shall (i) be responsible for Users' compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with the User Guide and applicable laws and government regulations. You shall not (a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit material in violation of third -party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Service or third -party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks. 4. FEES, AND PAYMENTS FOR SERVICES Fees. You shall pay all fees specified in all Order Forms as set out in Appendix A. Except as otherwise specified herein or in an Order Form, (i) fees are based on services purchased and actual usage, (ii) payment obligations are non -cancelable and fees paid are non-refundable, and (iii) the number of User subscriptions purchased cannot be decreased during the relevant subscription term stated on the Order Form: User subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for User subscriptions added in the middle of a monthly period will be Questica Software Subscription Agreement charged for the full monthly period and the monthly periods remainingin the subscription term. 4.2 Invoicing and Payment. You will provide Us with a valid purchase order or alternative document reasonably acceptable to Us. We will invoice You in advance and otherwise in accordance with the relevant Order Form: Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information. 4.3 Overdue Charges. If any charges are not received from You by the due date, then at Our discretion, (a) such charges may accrue late interest at a rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 4.2 (Invoicing and Payment) 4.4 Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue, We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. We will give You at least 7 days prior notice that Your account is overdue, in accordance with Section 11.1 (Manner of Giving Notice), before suspending services to You. 45 Payments and Disputes. We shall not exercise Our rights under Section 4.3 (Overdue Charges) or 4.4 (Suspension of Service and Acceleration) if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. 4.6 Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not "limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees. 4.7 Travel Costs. Unless noted otherwise, this quotation does not include any travel, lodging, or on -site expenses. If such travel is required and subsequently authorized, Questica's standard travel and per diem rates shall apply. Air Travel, Rental Car (with associated fuel and parking costs), and Lodging costs shall be reimbursed at cost. Questica is not responsible for unpredictable (including Commercial Airline Travel) delays which may increase travel cost. 5. PROPRIETARY RIGHTS 5.1 Reservation of Rights in Services. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein 5.2 Restrictions. You shall not (i) permit any third -party to access the Services except as permitted herein or in an Order Form (ii) create derivative works based on the Services except as contained herein, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services, 5.3 Your Applications and Code. If You, a third party acting on Your behalf, or a User creates applications or program code using the Services, You authorize Us to host, copy, transmit, display and adapt such applications and program code, solely as necessary for Us to provide the Services in accordance with this Agreement. Subject to the above, We acquire no right, title or interest from You or Your licensors under this Agreement in or to such applications or program code, including any intellectual property rights therein. 5.4 Your Data. Subject to the limited rights granted to You hereunder, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Data, including any intellectual property rights therein. 5.5 Suggestions. We shall have a royalty -free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services. We may additionally develop, modify, improve, Questica Software Subscription Agreement Page 3 of 32 support, and operate Our Services based on Your use, as applicable, o 6. CONFIDENTIALITY 6.1 ny Services, Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Inforrnation shall include Your Data; Our Confidential Information shall include the Services; and Confidential Information of each party shall include the business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Protection of Confidential Information. The Receiving party shall use the same degree of care that uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates and their legal counsel and accountants without the other party's prior written consent. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest such disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding or otherwise to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable costs of compiling and providing secure access to such Confidential Information. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS Our Warranties. We represent and warrant that (i) We have validly entered into this Agreementand have the legal authority to do so, (ii) the Services shall perform materially in accordance with the User Guide, (iii) the functionality of the Services will not be materially decreased during a subscription term, and (iv) We will not transmit Malicious Code to You, provided you are not in breach of this subsection (iv) if You or a User uploads a file containing Malicious Code into the Services and later downloads that file containing Malicious Code. For any breach of a warranty above, Your exclusive remedy shall be as provided in Section 10.3 (Termination for Cause) and Section 10.4 (Refund or Payment upon Termination) below. Your Warranties. You represent and warrant that (i) You have validly entered into this Agreement and have the legal authority to do so; (ii) You will use the Services in accordance with applicable laws; and (ii) You have all necessary rights to use and upload any Data for use with the Services. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS, WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. MUTUAL INDEMNIFICATION Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates any Canadian or United States' registered patents, copyrights or trade -mark rights of a third party (a "Claim, Against You"), and shall indemnify You for any damages, legal fees and costs finally awarded against You as a result of, and for amounts paid by You under a court -approved settlement of, a Claim Against You provided that You (a) promptly give Us written notice of the Claim Against You; (b) Give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable on Agreement assistance, at Our expense. In the event of a Claim against You, or if we reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to you (i) modify the Services so that they no longer infringe or misappropriate , without breaching Our warranties under "Our Warranties" above, (II) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such services upon 30 days' written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination: Indemnification by You. You shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a "Claim Against Us"), and shall indemnify Us for any damages, legal fees and costs finally awarded against us as a result of, or for any amounts paid by Us under a court -approved settlement of, a Claim Against Us; provided that We (a) promptly give You written notice of the Claim Against Us; (b) give You sole control of the defense and settlement of the Claim Against Us (provided that You not settle any Claim Against Us unless the settlement unconditionally releases Us of all liability); and (c) provide to You all reasonable assistance, at Your expense. Exclusive Remedy. This Section 8 (Mutual Indemnification) states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of claim described in this Section, TATION OF LIABILITY Limitation of Liability. NEITHER PARTY'S CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 4 (FEES AND PAYMENT FOR SERVICES). Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. 10. TERM AND TERMINATION 0.1 Term of Agreement. This Agreement commences on the date You accept it and continues until all. User subscriptions granted in accordance with this Agreement have expired or been terminated. 10.2 Term of Purchased User Subscriptions. User subscriptions purchased by You commence on the effective date of this Agreement and continue for 3 years. Additional user subscriptions will be prorated from the applicable order date through the remainder of the 3-year term: All user subscriptions shall automatically renew for additional one-year at the end of the then current term, unless either party gives the other notice of non -renewal at least 30 days before the end of the relevant subscription term, The per -unit pricing during any such renewal term shall be the same as that during the prior term unless We have given You written notice of a pricing increase at least 60 days before the end of such prior term, in which case the, pricing increase shall be effective upon renewal and thereafter: 10.s Termination for Cause. A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceedings relating to insolvency, receivership, liquidation or assignment for the benefit,of creditors, 10.4 Termination for Convenience. Subscriber may terminate this Agreement without cause by giving sixty (60) days, advance written notice to Us of its election to terminate this Agreement pursuant to this provision. In the event of such termination, Subscriber agrees to pay a SaaS Recovery Amount equivalent to 50% of the Subscription fees for the remainder of the initial term of the Agreement. 10.5 Refund or Payment upon Termination. Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination, Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term of Questica Software Subscription Agreement Page 5 of 32 all Order Forms agreed to by the Parties. In no event shall any termination relieve You ofthe obligation to "pay any fees payable to Us for the period prior to the effective date of termination, 10.6 Return of Your Data. Upon request made by You within 30 days after termination of a Services subscription, We will make available to You for download a file of Your Data in comma separated value (.csv) format along with attachments in their native format. After such 30-day period, We shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control. Surviving Provisions. Section 4 (Fees and Payment for Services), 5 (Proprietary Rights), 6 (Confidentiality), 7,3 (Disclaimer), 8 (Mutual Indemnification), 9 (Limitation of Liability, 10.5 (Refund or Payment upon Termination), 10.6 (Return of Your Data), 10.7 (Surviving Provisions), 11 (Notices, Goveming Law, Jurisdiction) and 12 (General Provisions) shall survive any termination or expiration of the Agreement. NOTICES, GOVERNING LAW AND JURISDICTION Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii)the second business day after sending by confirmed facsimile, (iv) the first business day after sending by email (provided that email shall not be sufficient for notices of termination or an indemnifiable claim) Billing- related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant Services system administrator designated by You. 2 Dispute Resolution/Arbitration. In the event of any dispute arising out of or relating to and/or in connection with this Agreement, the parties' project managers shall use every reasonable effort to resolve such dispute in good faith within 10 Business Days. If the project managers have failed to resolve the dispute within such time frame, then the dispute shall be escalated to the next escalation level. At each escalation level, the designated executives shall negotiate in good faith in an effort to resolve the dispute. For the purposes of this Agreement, a"Business Day" means a day other than a Saturday, Sunday, or statutory holiday in Ontario. Escalation Level Questica Subscriber Management Level Period of Resolution Efforts First Level Project Manager Project Manager 10 Business Days Second Level Customer Success Director Finance Department Manager 10 Business Days Third Level VP, Professional Services - Director of Finance or Treasurer 10 Business Days the above escalation periods have elapsed and there continues to be a dispute as to any matter herein, the matter in dispute shall be referred to arbitration by a single arbitrator, Except as provided above, or any other circumstance in which a party seeks an injunction or other equitable relief from the courts, Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Washington before one arbitrator, including lawyers with _'10 years of active practice in relevant information technology or intellectual property matters. The arbitration shall be administered by (i) JAMS pursuant to JAMS' Streamlined Arbitration Rules and Procedures if You are U.S. based or if You are from outside the United States, in accordance with the JAMS International Arbitration Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator shall not award punitive or exemplary damages, except where permitted by statute, and the parties waive any right to recover any such damages. The parties shall maintain the confidential nature of the arbitration proceeding and any award, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce, (b) Notwithstanding the provision in Section 11.2(a) with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be govemed by the Federal Arbitration Act QuestIca Software Subscription Agreement (c) In the event of any action or proceeding (including arbitration) brought in connection with this Agreement, the prevailing party shall be entitled to recover its costs and reasonable legal fees arising from such action or proceeding. Governing Law and Jurisdiction. This Agreement shall be govemed by the laws of the State of Washington and the federal laws of the United States of America without regard to the conflict of law provisions thereof: The United Nations Convention on Contracts for the Intemational Sale of Goods will not apply to this Agreement, Subject to Section 11.2 above, the parties attorn to the exclusive jurisdiction of the courts of Washington in respect of this Agreement. Waiver of Jury Trial. Each party hereby waives any right to jui in any way arising out of or related to this Agreement. GENERAL PROVISIONS nnection with any action or litigation Anti -Corruption. You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. Relationship of the Parties. The parties are independent contractors, This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. No Third -Party Beneficiaries. There are no third -party beneficiaries to this Agreement. Export Compliance. The Services, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States, Canada and other jurisdictions. Each party represents that it is not named on any US or Canadian government denied -party list. You shall not permit Users to access or use Services in a US or Canada embargoed country or in violation of any US or Canadian export law or regulation. Waiver. No failure or delay by either party in exercising any right unde waiver of that right. his Agreement shall constitute a Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be, contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. egal Fees. You shall pay on demand all of Our reasonable legal fees and other costs incurred by Us to collect any fees or charges due Us under this Agreement following Your breach of Section 4.2 (Invoicing and Payment). Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing; either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection' with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party's sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non -assigning party's election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination, We shall refund to You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination: Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements proposals or representations, written or oral, conceming its subject matter. No modification,' amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted: However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. Questica Software Subscription Agree Page 7 of 32 12.10 Cooperative Statement. Other government organizations and educational or health care institutions elect to participate in this Agreement (piggyback) at their discretion, provided We also agrees to do so. y Authorized reseller status; Option to purchase affiliate products. Questica is a subsidiary of GTY Technology Holdings Inc. ("GTY'') and an authorized reseller of products and services produced and provided by other subsidiaries of GTY (such subsidiaries,' Questica Affiliates"). These products and services include software -as -a -service technology for the procurement and vendor supplier sourcing industry, digital services and payment technology through a software -as -a -service platform, software solutions for grants management and indirect cost reimbursement and related implementation and consulting services, software tools to streamline permitting and licensing services, and additional web -based budgeting preparation, performance, management and data visualization solutions (Affiliate Products"). Questica Affiliates include Bonfire Interactive Ltd., Bonfire Interactive US Ltd., eCivis Inc, CityBase, Inc., Open Counter Enterprise Inc. and Sherpa Government Solutions LLC. In addition to the products and services that are the subject of this Agreement, Subscriber has the option to purchase from either Questica, as an authorized reseller, or Questica Affiliates, Affiliate Products on terms and conditions, including pricing, to be agreed upon in writing by Subscriber and Questica or Subscriber and the applicable Questica Affiliate. Media Releases. Neither party shall use the name, trademark or logo of the other party without the prior written consent of the other party, Notwithstanding the foregoing, We may use the Your name and identify You as a Questica client in advertising, marketing materials, press releases and similar materials, Insurance. At all times during performance of the Services and this Contract, Contractor shall secure and maintain in effect insurance to protect the City and Contractor from and against any and all claims, damages, losses, and expenses arising out of or resulting from the performance of this Contract. Contractor shall provide and maintain in force insurance in limits no less than that stated below, as applicable. The City reserves the right to require higher limits should it deem it necessary in the best interest of the public, Contractor shall provide a Certificate oflnsurance to the City as evidence of coverage for each of the policies and outlined herein. A. copy of the additional insured endorsement attached to the policy shall be included with the certificate. This Certificate of insurance shall be provided to the City, prior to commencement of work. Failure of City to demand such verification of coverage with these insurance requirements or failure of City to identify a deficiency from the insurance documentation provided shall not be construed as a waiver of Contractor's obligation to maintain such insurance. The following insurance is required: Commercial Liability Insurance Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance and additional insured endorsements as proof of commercial general liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000,00) per occurrence, combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) general aggregate. If Contractor carries higher coverage limits, such limits shall be shown on the Certificate of Insurance and Endorsements and the City, its elected and appointed officials, employees, agents, attorneys and volunteers shall be included as additional insureds for such higher limits. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect: Said insurance shall be in effect for the duration of this Contract. The certificate of insurance and additional insured endorsements shall include the City of Yakima, its elected and appointed officials, employees, agents, attorneys and volunteers as additional insureds. Contractor shall not cancel or change the insurance without first giving the City prior written notice. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. The requirements contained herein, as well as City of Yakima's review or acceptance of insurance maintained by Contractor is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under this contract, b. Automobile Liability Insurance Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance as proof of automobile liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence. If Contractor carries higher coverage limits, such limits shall be shown on the Certificate of Insurance and Endorsements and the City, its elected and appointed officials, employees, agents, attorneys and volunteers shall be included as additional insureds for such higher limits. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect, Said insurance shall be in are Subscription Agreement effect for the duration of this Contract. The certificate of insurance and additional insured endorsements shall include the City of Yakima, its elected and appointed officials, employees, agents, attorneys and volunteers as additional insureds: Contractor shall not cancel or change the insurance without first giving the City prior written notice. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. The requirements contained herein, as well as City of Yakima's review or acceptance of insurance maintained by Contractor is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under this contract. The business auto liability shall include Hired and Non -Owned coverage if necessary. Employer's Liability (Stop Gap) Contractor and all subcontractor(s) shall at all times comply with all applicable workers' compensation, occupational disease, and occupational health and safety laws, statutes, and regulations to the full extent applicable, and shall maintain Employers Liability insurance with a limit of no less than $1,000,000.00. The City shall not be held responsible in any way for claims filed by Contractor or its employees for services performed under the terms of this Contract. Contractor agrees to assume full liability for all claims arising from the work Contractor will perform under this Contract including claims resulting from negligent acts of all subcontractor(s). Contractor is responsible to ensure subcontractor(s) have insurance as needed. Failure of subcontractors(s) to comply with insurance requirements does not limit Contractors liability or responsibility. d. Professional Liability The Contractor shall provide evidence of Professional Liability insurance covering professional errors and omissions. Contractor shall provide the City with a certificate of insurance as proof of professional liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00) per claim combined single limit and Two Million Dollars ($2,000,000.00) aggregate. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect: - The 'insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide. If the policy is written on a claims made basis the coverage will continue in force for an additional two years after the completion of this ,contract. if insurance is on a claims made form, its retroactive date, and that of all subsequent renewals, shall be no later than the effective date of this Contract. Contractor's insurance coverage shall be primary insurance with respect to those who are Additional Insureds under this Contract, except professional liability. Any insurance, self-insurance or insurance pool coverage maintained by the City shall be in excess of the Contractor's insurance and neither the City nor its insurance providers shall contribute to any settlements, defense costs, or other payments made by Contractor's insurance. All additional insured endorsements required by this Section shall include an explicit waiver of subrogation. The coverage limits required may be met by combining primary and Umbrella/Excess Liability insurance. If at any time during the life of the Contract, or any extension, Contractor fails to maintain the required insurance in full force and effect, all work under the contract shall be discontinued immediately. Any failure to maintain the required insurance may be sufficient cause for the City to terminate the Contract. Questica Software Subscription Agreement Page 9 of 32 IN WITNESS WHEREOF, the parties have duly executed this Agreement. CITY OF YAKI CITY CONTRACT NO: Bob ,Harrison RESOLUTION NO: 1 I have authority to bind the organization I have authority to bind the organization Per: Name: Lorin Krzywicki Title: Sales Director May 31, 2023 Date: I have authority to bind the organization Questica Software Subscription Agreement Page 10 of 32 TO; EMAIL. PHONE: TE Government Price Quotation Questica at Carahsoft 11493 SUNSET HILLS ROAD) SUITE 1CO RESTON, VIRGINIA 2019C PHONE (703) 871-8504. FAX 170)p 871-Eii05 TOLL FREE (888) h(iCARAH VL'W'uJa':GF;AHSOF-1 I OM I SAS t St-)C.AR\H1)OF 1 OM aennifer Ferret -Santa Ines Cityof Yakima, WA 129 North Seeend St Yakima, WA913901 USA. yakimawa.9ov Contract Numt.r': 0a 116 NASPO Master Contract Nunlher. AR2472 Contract Term: 07/17/2017 to 09i1512026 Shipping Point FOB Destination Credit Cards, VISA/MasterCard/AMEX Bernd To: Same as Above Payment Terms: Net 30 (On Approved Credit) Sales Tax May Apply LINE NO, PART NO, DESCRIPTION: RECURRING ANNUAL FEE( QB-B250500M-1 Operati11 a Carahsoft FROM. Garrett Smtkl Quesltca at Caraheott 11493 Sunset Hill Roa+ Suite 100 Reston, Virginia 20190 EMAIL: Garrett:Smith carahsl PHONE: (571) 682 FAX {703) 67 QUOTE NO: 38737063 QUOTE DATE; 0513112023 QUOTE EXPIRES; 06t23t2023 RFQNO: SHIPPING: ESD TOTAL PRICE:: $143;810:86 TOTAL QUOTE: $143,810. Salary and Capital Budget Preparation and nagerrrent Software, Performance Measurement 3otween $250 500 Million;per/year RECURRING ANNUAL FEES) SUBTOTAL: NON -RECURRING ANNUAL FEEISI B-PM-01 Implemantatian Professional Services Questica - QB-OB-PM-01 NON -RECURRING ANNUAL FEE(5} SUBTOTAL: UBTOTAL: CONFIDENTIAL PAGE 1 of 2 QUOTE PRICE CITY EXTENDEfi9 PRIC 00 COOP 2.47 COOP TOTAL PRICE: 0: $75,750.: $76,750.. 5143 810. $143810. TOTAL QUOTE: $143;$1O. QUOTE DATE; QUOTE NO: 05/31/2023 38737063 Questica Software Subscription Agreement Page 11 of 32 NE NO PAR.I NO, DESCCRIP (IC)N Prying valid valid though:: June 23, 2 Questka annual subscriptionis based on a awill apply a 5% inflationary Increa ca Annual Fees 43,1310♦00 Year Year 2 Is $67,o60 oo Year 3is70,413.00 Total 3 year contract Is S281,283. Government Price Quotation rear term beginning In yea Above prkinApplkable Tables Extra. Pricing Is not applkable in response to a formal RFP Prates Terms of. Payment Softwarere: 100%upon Contractfff Year 2 due 365 days froml Professional Services: 25% due the earlier of soft ware Installation or 30 days from Contract Effective Date 25% due the earlier of historical Operatingbudget available for validation or 60 days from Contract Effective Date 25% due the earlier of Operating actuals Import iMegratlon configuration created &tested or 90 days from Contra 25% due the earlier of completion of training or 120 days from Contract Effective Date INCLUDED SOFTWARE Questka Budget Framework 'All Modules Unlimited Operating License Seats Unlimited Personnel Planning & Budgeting Unlimited Capital license Seats. Unlimited Read -Only licenses Performance Measures Statistical Ledger OpenBook Transparency INCLUDED SERVICES Planning& Analysis Installation Data Load & Verify. Accounting Integration Training Project Management icense Seats NIA 20190 ahsoft TY EXTENDFD PRICE CONFIDENTIAL - QUO DATE 05/31/2023 PAGE 2 of 2 QUOTE NO 38737063 Questica Software Subscription Agreement Page 12 of 32 APPENDIX B — Hosting, Maintenance and Technical Support Services (A) Hosting Services. Questica shall provide technical support and the associated hardware infrastructure to maintain the various Questica databases in a hosted environment:. This includes performance tuning; database backups, disaster recovery availability; applying software upgrades and patches at the direction of the Subscriber, performing 24X7 server monitoring. Hosting Services do not include: Testing customizations during an upgrade Restoring a database backup required because of a Subscriber error Migrating data or reports among instances (example: from training or testing to production Questica may at its sole discretion, periodically make reasonable modifications or changes to the Services provided. Subscriber is responsible for ensuring tha competence in the operation of the Software Hosting personnel have sufficient training to attain and maintain Technical support relating to the Hosting Services is available through Questica's normal business hours, Monday through Friday; 8:00am through 8:00pm, Eastern Standard Time on Business Days. Extended coverage', is available for an additional fee. Questica will provide an initial response to all properly submitted support requests within two (2) business hours of initial submission. (B) Product Maintenance. On an as -available basis, Questica will provide enhancements, modifications or upgrades to the Software as Questica may from time to time make available to its Subscribers generally ("Updates") but excluding any New Product (a "New Product" being a solution which, in Questica's determination and subject to general industry standards, does not replace the Software licensed hereunder) Updates do not include: I. Platform extensions including product extensions to (i) different hardware platforms; (ii) different windowing system platforms; (iii) different operating system platforms II. New applications III Services associated with the application or installation of Updates If requested, Questica will provide assistance in the testing of any site -specific customizations. Questica will provide a quote for any required rework associated with customizations resulting from the upgrade. (C) Technical Support Services. Questica will provide phone and e-mail based technical support of a reasonable nature as described herein: A technical support incident or problem is a single user defined problem seeking resolution. It must be related to the original intent and design of the software. Technical Support Services include the support of Questica supplied integrations that have not been modified by the Subscriber. Each Technical Support Service incident is deemed closed when a remedy, workaround, or recommendation for the installation of a current maintenance release has been offered; and a commercially reasonable effort has been made to restore operation to the original intent and design of the Software. Technical Support Service does not include: 1. Custom programming services; 11. On -site support; III Subscriber developed interfaces; API interactions, or customizations; IV. Subscriber developed reports; V. End -User training or re-training; VI Subscriber hardware or network issues; VII. Correction of data issues derived from user error or Software misuse; VIII. Changes to Questica developed custom reports or Permitted Customizations (including Questica supplied custom business rules or customized user screens) that are outside the scope of the accepted specification, scope of work, or authorized change requests; IX, Corrections to Questica developed custom reports or Permitted Customizations beyond six (6) months from the date of delivery (the upgrade protection period); and X Changes to ' integration functionality made necessary due to Subscriber server modifications/replacement, or changes by upgrades or changes to the integrated financial system Questica Software Subscription Agreement Page 13 of 32 software or hardware. Questica may at its sole discretion, periodically make reasonable modifications or changes to the Technical Support Services and/or Product Maintenance Services provided. Subscriber is responsible for ensuring that its personnel have sufficient training to attain and the operation of the Software. aintain competence in Technical Support Service is available through Questica's normal business hours, Monday through Friday, 8:00am through 8:00pm, Eastern Standard Time on Business Days. Extended coverage is available for an additional fee. Questica Software Subscription Agreement Page 14 of 32 APPENDIX C - Scope of ork (SOWI Scope o Work Questica Budge zr plernenta on or City of Yakima Rev; on History Rev. ho Notes Changes General; Shared Responsibility Questica and The Customer agree that the implementation of Questica Budget is a shared responsibility, and that they will employ their best efforts to complete their agreed tasks on a timely basis. Neither Questica nor The Customer is expected to have resources available to mitigate timeframe slippage caused by the other party, and neither shall have an obligation to do so. 2. 2. General Clarification Initial Data Load "Data importimport workbooks, and "initial data load" are synonymous terms referring to the initial migration of data from The Customer's existing systems into Questica: Where this initial data load is to be performed by Questica, the data shall be returned to Questica in Excel workbooks. Questica's Project Manager will provide blank workbooks for this purpose as an output of initial discovery meetings. These are adapted from standard templates to use The Customer's terminology and to incorporate all elements of The Customers chart of accounts, other data entities, and columns within those data entities. Such data provided must be "clean", consistent, and complete. The Questica PM is not responsible for cleaning data, and will not repeatedly load data in order to repair issues and/or add missing information. The Customer can use the software's user interface or Questica's Excel® export/import feature to further amend and maintain data, or to Load data where this is a customer task. For example, where Questica's work to load prior year data may be limited to a specific number of years in order to reduce implementation cost, there is no system limit to the number of prior years that the customer can load using Excel® export/import. Data Model The Questica Budget system is a relational database built on a standard data model. Using the systems` user interface, this data model may be enhanced to mirror The Customer's data structures, notably the chart of accounts that is unique to The Customer's institution. While all of the standard tables ('entities') must be retained, the following points are held to be true: • Any of the standard entities may be renamed to match The Customer's terminology; • Out -of -the -box entities may be ignored, or in some cases filled with place -holder data, if not useful • There is a defined, immutable, relationship between certain entities - for example Costing Centers (Operating) and Projects (Capital) roll up to a single Department, each In turn rolling up to a single Division; Questica Software Subscription Agreement Page 15 of 32 • The GL Account/Account Category, Division/Department, Fund Category/Fund, and Asset Category/Asset Type structures must be consistent across all years and across the modules (Operating, Personnel, Capital, and Performance); • GL Account Categories must be categorized as containing either a revenue or expenditure accounts; • Questica Budget enacts data integrity through the use of relational data structures. Data structures which do not follow accepted data principles (for example, re -using GL Accounts/Object Codes to mean different things to different Departments) can typically be accommodated but is not guaranteed and such accommodation can extend the import timeframe; A list of the standard entities and their relationship is available upon request. Integrations "Integration" as used in this Scope of Work refers to the automation of data exchange between Questica Budget and 3rd party systems. For each of the integrations in scope, Questica shall be responsible for: • Configuring data transformations, as described by The Customer during the implementation. • Providing the software interface into Questica Budget, and the operational infrastructure required to manage the integration, as well as the operational infrastructure required to manage the integration (e.g. FTP server). Questica does not offer services to build the 3rd party system end of integrations. The Customer is responsible for creating data sources and destinations within their 3rd party systems, either through their IT team or through their systems integrator. Such data sources and destinations may be database queries, delimited files, and/or web services. The Customer is advised that in a "cloud" environment, Questica is unlikely to be granted the local network access to The Customer's other enterprise systems for a direct database -to -database integration. The most likely mode of integration will be exchange of formatted text (.CSV) files transmitted using secure FTP (SFTP or FTPS). Integration via web services may be possible where the 3rd party system provides a web services interface that provides/accepts data required by The Customer. It will be The Customer's responsibility to create or cause to be created the necessary file transfer mechanism on their side of the transfer; and to ensure that the 3rd party system's integration components are available, including web services where used. For all integrations in scope, the following are held to be true except where specifically listed as a customization: • Records being copied into Questica require a unique key to unambiguously match incoming data with pre-existing records. This key may be a single field value (e.g. Object Code) or a combination of multiple values (e.g. Position+Employee Number). An exception report is provided for data elements which cannot be thus matched. In the case of the Capital integrations this is particularly noteworthy: each record must include a unique project identifier (e.g. Project Number). While it is likely that Questica can accommodate any chart of account segments ("chart fields" ), and Questica shall accommodate reasonable requests for mapping chart fields to accommodate situations such as legacy account structures, the encoding and decoding of arbitrary structures and mappings (those which cannot be logically described) is not in -scope. • Questica integrations do not include the synchronization of chart of account strings, segments, or combinations; which is to say that the list of funds, GL accounts, costing Active, and projects, etc. is not automatically updated from the general ledger or other external system. • Each distinct data source and/or output file is considered one point of integration. For example, i Statistical Actuals are required from multiple data sources, Questica will need to configure one integration for each data source and a single Statistical Actuals integration will be insufficient. • Filtering is coded into the integration and there is no custom user interface for the selective export of sections of the budget except to choose a budget year, or in the case of Actuals imports the date range. • Standard budget export integrations, where in scope, do not have the ability to export only changes since the last export. The entire budget is exported each time. A budget amendment export integration is required in order to export selected parts of the budget, such as changes since the last export. • Amended budget export integrations, where in scope, will be either export individual amendments as created, or export the batch of amendments since the last export, or import amendments from the general ledger system as read-only budget lines. Which of these options is used is a detail determined during the implementation, but each amendment integration will only work in one of these modes. • Actuals Import integrations cannot be used to amend the budget. Questica Software Subscription Agreement Customizations Customizations include custom business rules, modifiers, user interface (grids, forms, etc.), non- standard integrations, hand-crafted reports, and ad hoc entities. They are all detailed in section "2.11. Customizations" of this Scope of Work document. Sections prior to "2.11. Customizations" detail the delivery of standard product functionality and services. 2. Scope of Work In the Scope of Work tables, entries in the column headed "Scope of Work" are defined as follows: In scope The task or function is within the scope of work to be undertaken by Questica professional services. There may be additional refinement of the scope. Customer The task or function is not within the scope of work to be undertaken by Questica task professional services, but will be undertaken by The Customer, with such help from Questica as is detailed in the item description. There may be additional information qualifying this. Not in scope The task or function is not within the scope of work to be undertaken by Questica professional services, nor will it be undertaken by The Customer. 2.1. Questica Budget Configuration & Shared Components Functional Area Description Scope o ark Production System Sandbox System(s Hosting of the single production instance of the Questica Budget system. Note that in addition to the hosted production system, The Customer must provide user workstation environments as follows: • A web browser: supported browsers - Microsoft Edge, Firefox latest release, Chrome latest release; • Microsoft .NET Runtime 4.68 installed; • Microsoft Excel® 2007 or newer (if spreadsheet export/import feature is required, and/or saving reports as Excel is required); • Microsoft Word® 2007 or newer (if scheduled reporting and/or saving reports as Word is required); • Microsoft's freely available desktop version of Report Builder installed (if self -serve report authoring is required from browsers other than Internet Explorer or Edge) - note that Microsoft have rebranded this "Power BI Report Builder". Sandboxes are hosted for The Customer's development/test/QA/training needs. They are refreshed on demand by administrative users from within the application and are a clone of the production database. Integrations are not enabled by default and single sign -on (SSO) may need to be configured for sandboxes.Questica reserves the right to remove dormant sandboxes but these can be recreated by The Customer as needed. In scope As per hosting agreement. In scope:A single sandbox. Questica Software Subscription Agreement Page 17 of 32 Project Management & Analysis Private Data Access "Private Data Access" is an optional service giving The Customer's technical read-only access to a password protected copy of the database. It uses Microsoft Azure geo-replication to replicate in near real-time, and is accessible using ODBC. Questica will assign a Project Manager/Analyst ("PM") to lead this implementation on Questica's behalf. The role and responsibility of the PM is to ensure that the product is implemented according to this Scope of Work and to carry out the tasks detailed in sub -section "3.0.1. Questica Project Management Responsibilities" of this Scope of Work. _.. limitations: - Weekly status meetings is the number of scheduled meetings for the purpose of status reporting that the Questica PM is obligated to attend/host. Exceeding this limit is at the discretion of Questica's PM. This does not limit his or her availability for ad -hoc contact as needed. The scope includes overhead of project management and analysis as stated in the "Scope or Work" column at right. Where delays are not on the part of Questica, additional project management and analysis beyond this limit may be billable at Questica's standard services rate. Not in scope In scope with: One weekly status meeting; 31 weeks of project management and analysis contiguous from project kick-off, or until all other implementation services are delivered, whichever occurs first. Questica Software Subscription Agreement Page 18 of 32 Consulting Services Questica will facilitate a review of:- The budget ='BPI process for both the operating and capital budgets;- The chart of accounts;- Personnel planning and budgeting:- Reporting requirements. This process will require the participation of stakeholders in group workshops and may include or one-on-one workshops. Budget ProcessEnd to end review, including high level descriptions of the tasks performed, the timing of these tasks, and dependencies. Questica will facilitate a design of the budget process as it relates to the Questica Budget system being implemented, seeking opportunities for improvement. This output will be documentation of:- Budget process stages;- What happens in each stage;- Input, outputs, and participants in each stage;- Stage permission requirements.Chart of AccountsDetermine the data model, including the COA, roll -ups (whether part of the GL or not), and other budgetary fields of data. Complete field mapping and prototyping in Questica Budget.Personnel BudgetingReview and refine personnel budgeting process and data. To include common personnel budget issues including vacant positions, overtime, benefits, allowances, and statutory deductions. Reporting RequirementsEnsure reporting is supported by the data model. Identify reports in three primary groups: those required for developing budget, those required for managing budget, and those disseminating for information "up and out" (management and public). Reporting can be through traditional print reports, saved searches, dashboards, smart reports, and OpenBook.The customer will assume responsibility for maintaining all process documents after hand-off Questica will facilitate a change management process in relation to the implementation of Questica Budget. This, process will require the participation of stakeholders in group workshops and may include or one-on-one workshops. Consulting Services Change Management A change management', plan document will be produced based on the information gathered, containing: What is changing; - Organizations impacted by the change; - Each organization's ability and willingness to change; - A training plan; Strategies for dealing with the change. Note that the change management included in this item offer the benefit of Questica's experience in the domain of budget system implementation. It is not the enactment of, or replacement for, a comprehensive project of change management as may be required by the customer's PMO (project management office), or for a significant change beyond the introduction of a new system that Questica Software Subscription Agreemen On -Site P Visits Application -Level Security Single Sign -On approximates to current processes and procedures. Each on -site visit by the Questica PM, and other implementation staff (excluding training, see below) shall be a minimum of one day and no more than five consecutive business days within the same working week. Where more than one individual is on -site at the same time this is considered as multiple visits (one per individual attending).Meeting premises, facilities (including external Internet access) and equipment are to be provided by The Customer. Costs associated with travel, board and lodging for on -site visits are payable by The Customer as per contract.All other work by the Questica lead(s) will be carried out off site and contact will be via normal telecommunication channels. Determine how and when to use the various security levels available within Questica Budget, enter users and assign them to groups and roles. Configure Questica Budget to use The Customer's existing Windows, LDAP, CAS, Google, or SAML Authentication, for user logon. Import Configuration Import Master Configuration Data Analytics ... Standard Reports Configuration and data import of the following Questica standard data structures, using data supplied by The Customer in Excel® workbooks provided by Questica: * Division/Department hierarchy; • Fund Categories and Funds; • Account Categories and Expense and Revenue GL Accounts • Statistical Account Categories and Statistical Accounts • Other Chart of Account Segment Values • Performance Measure Units Provision of Questica Budget's standard reports. These reports are provided as -is and may not fully address The Customer's specific reporting requirements. Not in scope Customer task: Questica will assist with this task until administrators have received training in security configuration. In scope: Configure production instance to use The Customer's SAML (Azure AD Connect) Authentication for user logon. Questica is not responsible for software and configuration changes required to make it authenticate with non- standard implementations of authentication protocols. In scope In scope Questica So are Subscription Agreement Page 20 of 32 Administrator Questica's reporting infrastructure allows users to Authored Reporting create ad hoc views which can be used as datasets when using Report Builder 3.0 for administrator authored reporting; as the data source for dashboard widgets; and as part of the ad -hoc analytics interface. Each ad hoc view requires a base "entity" (database table), which can be one of Questica's native data entities; a user configured entity; or a custom built "report entity" which consolidates the data from multiple entities and presents it to the ad hoc view as a single entity ready to report on. 2.2. Operating Module The Questica Budget Operating module is included in this installation. In scope Optional Features ... ' The following optional add -ins offer functionality necessary for very specific budgeting activities, as described. An additional license cost is associated with each add -in. Configuration ... Import Costing Centers Initial Data Load ... Import Initial Budget Import Historic Budgets Import Actuals Transactions Configuration and data import of standard Questica Operating data structures, using data supplied by The Customer in Excel® workbooks provided by Questica. At a minimum, the files will contain the data necessary to: • Create Costing Centers (for each historical and current/future budget year to be loaded); • Add Costing Centers to Departments consistent with, and shared by, the Capital budget module; • Associate Costing Centers with Funds; • Define Budget Promotion Stages. Import the current/future Operating budget fron data import workbooks: • Create dollar budget line items at the chart of account level ... by Costing Center. Import prior years' Operating budgets. All prior years must have a chart of account structure that is the same, or a subset of, the initial budget. Only the amended OR the approved budget will be imported in each of these prior years, but not both. Import Operating actuals transactions from data import workbooks. In scope In scope: Questica will import the most recent budget with 1 years of future forecast data. Questica will repeat the import once, to accommodate a refresh prior to going live. In scope: Questica will import 2 prior years' budgets. Customer task:The Customer can add their historical data manually, or using Questica's Excel® export/import feature, or with an automated integration. Questica Software Subscription Agreement Page 21 of 32 mport Initial Statistical Budget Import the current/future Operating statistical budget from data import workbooks: • Create statistical budget line items at the statistical account level by Costing categorized. Import Historic Import prior years' Operating statistical budgets. Statistical Budgets All prior years must have a statistical account structure that is the same, or a subset of, the initial budget. Only the amended OR the approved budget will be imported in each of these prior years, but not both. Import Statistical Import Operating statistical actuals transactions Actuals from data import workbooks. Transactions Integration ... Budget Export Automated facility to transfer the Operating module budget data from Questica Budget to The Customer's general ledger at the approved budget object/costing centre level when invoked by a user, ., Note that this scope item is in addition to the built- in budget export, which will create a CSV file using the configured account structure suitable for import into most general ledger systems. Amended Budget Automated facility to transfer individual approved Export amendments to the Operating module budget data, from Questica Budget to The Customer's general ledger, or the other direction as required. This interface is required only in the case where The Customer requires the amended budget to be synchronized between the two systems and where the general ledger cannot be updated by re running the full export provided in the item in the 'Budget Export" item above. Actuals amport Automated facility to transfer actual data from The Customer's general ledger to the Questica Budget Operating module at a transaction level on a daily basis when automatically scheduled; and/or on demand.Note that this scope item is in addition to the built-in actuals import which is able to read a CSV file, provided it conforms to some simple formatting requirements and the configured account structure. Statistical Budget Automated facility to transfer the Operating Export statistical budget data from Questica Budget to a single target system at the approved budget object/costing centre level when invoked by a user. Customer task: The Customer will enter their statistical budget data using the Questica user interface or Questica's Excel@ export/import feature. Customer task: The Customer can add their historical statistical budget data using the Questica user interface or Questica's Excel® export/import feature. Customer task: The Customer can add their historical data manually, or using Questica's Excel® export/import feature, or with an automated integration. In scope: Questica will create no more than 1 point of integration for the approved operating budget. in scope: Questica will create no more than 1 point of integration for the operating budget amendments. In scope:Questica will create no more than 1 point of integration for the operating actual costs. Not in scope Questica Software Subscription Agreement Page 22 of 32 Amended Statistical Budget Export Statistical Ac Import uals Automated facility to transfer individual approved amendments to the Operating statistical budget data, from Questica Budget to a single target system, or the other direction as required. This interface is required only in the case where The Customer requires the amended budget to be synchronized between the two systems and where the 3rd party system cannot be updated by re- running the full export provided in the item in the "Statistical Budget Export" item above. Automated facility to transfer actual data from a single source system to the Questica Budget Operating statistics at a transaction level on a daily basis when automatically scheduled; and/or on demand. Not in scope Not in scope 2.3. Personnel Planning & Budgeting Module The Questica Budget Personnel Planning & Budgeting module is included in this installation. Functional Area Description Scope o ork Initial Data Load ... Import Positions Employees Import Grades & Import from data import workbooks. Scales Create Benefits Create "modifiers" to generate supplementary (Modifiers) personnel costs such as benefits, allowances, and insurance. Import Position/Costing Center Allocations Note that modifiers arenot simple 2-dimensional data that can be represented in a spreadsheet. It is not possible to load modifiers in bulk from Excel® workbooks. mport from data import workbooks. Configuration and data import of standard Questica Personnel data structures, using data supplied by The Customer in Excel® workbooks provided by Questica. At a minimum, the files will contain the data necessary to: • Create positions; • Create salary grades; • Create salary grade steps; • Create modifiers (benefits); • Create employees; • Allocate employees to positions; • Allocate positions to costing centers. For the purpose of the above, the definitions of positions, grades, grade steps, employees and modifiers shall be those found in the Questica Budget Personnel manual. The relationships between them shall be those currently supported by Questica Budget and described in the Questica Budget Operating Manual. Import from data import workbooks. in scope In scope Customer task: Questica will assist with this task until administrators have received training in modifier configuration. In scope Questica Software Subscription Agreement Page 23 of 32 Integration Payroll Actuals Automated facility to transfer actual payroll Import transactions at the employee/position detail level from The Customer's HR or payroll system to the Questica Budget Operating module; automatically scheduled, and/or on demand. This data may be used to replace existing GL Actuals with payroll detail or may stored in a separate table. HR Data Sync. Automated facility to synchronize Personnel data between Questica Budget and The Customer's HR or payroll system. This integration synchronizes: • New, deleted, and updated employees; • New, deleted, and updated positions; • Changes in employee -position relationships; • Changes in position -costing centre relationships. Capita l Module The Questica Budget Capital module is included in this in allation. Not in scope Not in scope Functional Area Description Scope of Work Configuration'... Import Projects Configuration and data import of standard Questica Operating data structures, using data supplied by The Customer in Excel® workbooks provided by Questica. At a minimum, the files will contain the data necessary to: • Create Projects (including closed projects where historical budget is to be loaded); • Add Projects to Departments consistent with, and shared by, the Operating budget module; • Define Project Promotion Stages. The configuration data may optionally contain data necessary to: • Define Asset Categories & Asset Types; • Define Project Regions; • Define a Single Set of Project Ranking Metrics.' nitial Data Load ... Import Initial Budget Import the current/future capital budget from data import workbooks: • Create dollar budget line items with GL Accounts and Funds... by Project. Import Historic Import prior years' capital budgets. All prior years Budgets must have a chart of accountstructure that is the same, or a subset of, the initial budget. Only the amended OR the approved budget will be imported in each of these prior years, but not both. In scope In scope:Questica will import the most recent budget with 5 years of future forecast data. Questica will repeat the import once, to accommodate a refresh prior to going live. In scope: Questica will import 2 prior years' budgets. Questica Software Subscription Agreement Page 24 of 32 Import Actuals Transactions Import Initial Statistical Budget Import Historic Statistical Budgets mportcapital actuals transactions mport workbooks. om data Import the current/future capital statistical budget from data import workbooks: • Create statistical budget line items at the statistical account level by Project Import prior years' capital statistical budgets. -All prior years must have a statistical account structure that is the same, or a subset of, the initial budget. Only the amended OR the approved budget will be imported in each of these prior years, but not both. Import Statistical Import capital statistical actuals transactions frog Actuals data import workbooks. Transactions Integration Budget Export Automated facility to transfer the Capital module budget data from Questica Budget to The Customer's general ledger or project system at the approved budget object/costing centre level when invoked by a user. Note that this scope item is in addition to the built- in budget export, which will create a CSV file using the configured account structure suitable for import into most general ledger systems. Amended Budget Automated facility to transfer individual approved Export amendments to the Capital module budget data, from Questica Budget to The Customer's general ledger or project system, or the other direction as required.This interface is required only in the case where The Customer requires the amended budget to be synchronized between the two systems and where the general ledger cannot be updated by re -running the full export provided in the item in the ''Budget Export" item above. Customer task: The Customer can add their historical data manually, or using Questica's Excel® export/import feature, or with an automated integration. Customer task: The Customer will enter their statistical budget data using the Questica user interface or Questica's Excel® export/import feature. Customer task: The Customer can add their historical statistical budget data using the Questica user interface or Questica's Excel® export/import feature. Customer task: The Customer can add their historical data manually, or using Questica's Excel® export/import feature, or with an automated integration. In scope: Questica will create no more than 1 point of integration for the approved capital budget. In scope:Questica will create no more than 1 point of integration for the capital project budget amendments. Questica Software Subscription Agreement Page 25 of 32 Actua s Import Automated facility to transfer actual data from The Customer's general ledger or project system to the Questica Budget Capital module at a transaction level on a daily basis when automatically scheduled; and/or on demand. Note that this scope item is in addition to the built- in actuals import which is able to read a CSV file, provided it conforms to some simple formatting requirements and the configured account structure. Statistical Budget Automated facility to transfer the Capital Export statistical budget data from Questica Budget to a single target system at the approved budget object/costing centre level when invoked by a user. Amended Statis Budget Export In scope: Questica will create no more than 1 point of integration for the capital project actuals. Not in scope cal Automated facility to transfer individual approved No amendments to the Capital statistical budget data, from Questica Budget to a single target system, or the other direction as required. This interface is required only in the case where The Customer requires the amended budget to be synchronized between the two systems and where the 3rd party system cannot be updated by re- running the full export provided in the item in the "Statistical Budget Export" item above. Statistical Actuals Automated facility to transfer actual data from a import single source system to the Questica Budget Capital statistics at a transaction level on a daily basis when automatically scheduled; and/or on demand. 2.5. Reserved in scope Not in scope Questica So are Subscription Agreement Page 26 of 32 2.6. Performance Measures The Questica Budget Performance Measures module is included in this installation.This section of the SoW relates only to the configuration of the system. Unless explicitly included as a consulting activity (above), it is The Customer's responsibility to plan, design, and roll -out the performance measurement program(s).The 'Unlimited Read Only' license does not pertain to this module, as it is provisioned with unlimited read+write licenses. Functional Area Description Scope of Work Configuration ... Measure Catego and Units es Configuration of Performance Measures In scope: Categories and Units, establishing those lookup Questica will, with the help values within the system. of The Customer, determine and configure the Performance Measures Categories and Units, establishing those lookup values within the system. Initial Data Load .. easures Scorecards Configuration of the initial set of performance measures. Configuration of the initial set of performance measurement scorecards, and including them on dashboards. Integration ... Measure Actuals Automated facility to load actual data from The Import Customer's 3rd party data collection systems to the Questica Budget performance measures on a scheduled basis; and/or on demand. This integration requires the 3rd party system(s) to provide the following three pieces of information: 1. A unique identifier for the measure, matching that used in Questica; 2. A date; 3. A value. Users can add measure actuals data not available through an automated interface through the user interface or using Excelexport/import. In scope: Questica will import the initial set of performance measures, to a limit of 4 hours of consulting. In scope: Questica will, with the help of The Customer, create the initial set of scorecards, to a limit of 4 hours of consulting. In scope: Questica will create no more than 1 point of integration for the approved budget. Questica Software Subscription Agreement Page 27 of 32 2.7. nBook Questica's "OpenBook" cloud service or data ansparency is included in this Functional Area Desertl n Scope of W k Configuration ... System General configuration of OpenBook to set the look- Administration and -feel, captions, and add users. Configuration of Visualizations The Customer is able to add multiple 'visualizations" of their data to their OpenBook site. Each dataset is displayed according to a template selected from a library of visualization styles. Configuration of Configure ad hoc views in Questica Budget as a Questica Budget convenient source of source of OpenBook data. Integration Import from Questica Budget Import from CSV Files Connection of OpenBook to Questica Budget, through a shared API key, and the publication of ad hoc views for seamless import of data into OpenBook from Questica Budget. Initial and ongoing population of datasets through the import of .CSV files. Customer task:As a customer task, The Customer will leverage Questica's training material and reasonable assistance of Questica's PM or consultant to understand the administration options. In scope: A Questica consultant will assist in configuring OpenBook "Visualizations", to a limit of 10 hours of consulting time (* additional services can be purchased at Questica's standard hourly rate). In scope: Questica wi h the help of The Customer, configure up to 3 ad hoc views as a source of OpenBook data. The Customer is able to configure as many additional ad hoc views as required. In scope Customer task: As a customer task, The Customer will leverage Questica's training material and reasonable assistance of Questica's PM or consultant to load and configure datasets from CSV files. Questica Software Subscription Agreement Page 28 of 32 Functional Area Description Scope of Online R ouri Training Approach Training Schedule Questica has invested in creating and maintaining a substantial library of online training courseware in the Questica Help and the Questica Academy. Having signed -up with a valid Customer email address, all material is available to all users during and after the implementation. Questica's standard training model is to train the trainers and/or advanced users within The Customer's organization in all aspects of the application related to the system delivered. Training is a blend of online courseware and "live" training, either in a classroom (if in scope, see "'Training Location" below) or via a web conference. In the case of video training Questica's PM will field outstanding questions after the scheduled viewing Where a specialist trainer is "In Scope" below this might be as a follow-up to a video or presentation of the entire course. Questica's PM will help determine at which point in the implementation the delivery of training is most appropriate. The Customer may prefer to receive some or all of their training in the early stages of the implementation, in the knowledge that such training will need to be carried out using a generic training database. Alternatively The Customer may choose to wait until the implementation is substantially complete in order to be trained on their own instance of Questica. Having received train -the -trainer training, the Customer is responsible for training the end users, except where explicitly included in scope (below). Training Location * Note that this item relates only to location of training and does not confer training in addition to those items scoped below. On -Site Training: Is not included. Remote Training: All training provided by Questica will be delivered using web conferencing tools. Attendees are able to participate in the training from multiple locations using their own computer, or in a conference room with shared screen (their own computer is recommended). Audio is provided by telephone or the computer's own audio facilities. These sessions may be recorded upon request, with the unedited recording provided to The Customer for storage and dissemination using their own media repository. Instructional Instructional on -boarding videos tailored to The Not in scope Videos/eLeaming Customer's process (one per module) or full Courseware eLearning courseware (covering all modules) aimed at end -users. This material will show general system usage, and how to enter and query budgets. The following sections detail the proposed training. The Customer's PM will work with Questica's PM or training specialist to determine the final training plan and topics may swapped to receive more of one and less of another, provided that the total amount of training does not exceed this proposed plan. Training: Training in Questica Budget administration is In scope: Administration delivered via a series of training courseware, such This will be delivered in one as pre-recorded videos. training session. Questica Software Subscription Agreement Page 29 of 32 Training: Administrator Authored Repot Train -the -Trainer: Operating Train -the -User: Operating Train -the -Trainer: Personnel Train -the -User: Personnel Train -the -Trainer Capital Train -the -User: Capital Train -the -Trainer: Performance Measures Train -the -User: Performance Measures Training in the use of ad hoc views and dashboards is delivered via pre-recorded training ng videos.Questica also provides instructional videos on the use of the Report Builder 3.0 report authoring tool but recommend that users make use of the many online resources to gain expertise in this tool. "Train the trainer" training in the use of Questica Budget's Operating module. 2. : Re' "Train the user" training in the use of Questica Budget's Operating module. "Train the trainer" training in the use of Questica Budgets Personnel Planning & Budgeting module. "Train the user" training in the use of Questica Budget's Personnel Planning & Budgeting module. "Train the trainer" training in the use of Questica Budget's Capital module. "Train the user" training in the use of Questica Budget's Capital module. Standard "Train the trainer" training' in the use of Questica Budget's Performance module is via pre- recorded training video, with a follow-up discussion with Questica's project manager. "Train the user" training in the use of Questica Budget's Performance module. Ved 2.10. Digital Budget Book A Budget Book publishing solution is not included in this scope of work. 2. . Customizations In scope:This will be delivered in one training session. In scope: This will be delivered in one training session. Customer task In scope: This will be delivered in one training session. Customer task In scope: This will be delivered in one training session. Customer task In scope Customer task 2. 11, 1. Custom Business Rules (CBR , .Modifiers, User Interface This Scope of Work does not include the development of customizations. Customizations not listed here can be accommodated upon receipt and acceptance of a change order, which will include a specification and may include an estimate for the work to be charged on a time & materials basis at the applicable rate. 2.11.2. Custom Reports, Cu to Ad Hoc Entities and Custom Dashboards The following are included within this Scope of Work: • Report: Budget Summary report provided by Jennifer Ferrer -Santa Ines ** Notes: Budget Summary report provided by Jennifer Ferrer -Santa Ines on April4, 2023 in email Custom reporting and dashboard requirements not listed here can be accommodated upon receipt and acceptance of a change order, which will include a specification and may include an estimate for the work to be charged on a time & materials basis at the applicable rate. Questica Software Subscription Agreement Page 30 of 32 2.11.3. Specifications Before Questica undertakes any customizations described herein, as well as integrations with other systems, and data imports, The Customer and Questica shall prepare and sign -off on the detailed specifications ("Specifications") for the work to be performed. 2.11.4. Change Orders Any changes to the agreed specifications, including changes requested by The Customer within the warranty period, shall be the subject of a new change order and the work to be carried out thereunder shall be separately quoted, agreed, and billed and shall not be included as part of this Scope of Work. 2.11.5. Warranty Once completed the custom work shall be warranted by Questica in accordance with the "Technica Support Services" section of the Questica Software License Agreement. . ProjectManagement 0,1 Questica Project Management Responsibilities Coordinating the development of the project plan in consultation with The Customer project manager and team members. Ensure the timely execution of Questica's deliverables. Ensuring that members of The Customer team are sufficiently educated in the Questica Budget application understand the implications of initial design decisions. Providing The Customer with timely and detailed descriptions of the items identified as "Customer task" within this SoW, along with their expected completion dates. Providing regular progress status reports to the key team members. Advising The Customer of the impact on the expected delivery dates of any Questica or Customer deliverable is advanced or delayed. Tracking issues through n issue log. Author and coordinate the approval of change order estimates, and the execution of the deliverables approved. 3.0.2. The Customer Project Management Responsibilities 1 Running The Customer's project according to The Customer's norms, standards, practices, and protocols. 2. Acting as primary communication point with the Questica PM: 3. Providing definitive responses to the Questica PM on all decision points. 4. Ensuring the timely execution of The Customer's deliverables, as identified within this SoW, and advising the Questica PM of expected completion dates. 5. Ensuring that implementation training material is reviewed in a timely manner. 6. Ensuring that change orders contain a full specification of the changes required. 7. Ensuring that customizations are fully specified and documented. 8. Ensuring that all Customer team members have a clear understanding of their responsibilities to the project. 9. Approving (sign -off) Questica deliverables. 3.0.3. Project Planning 1. The project plan will be prepared by the Questica project manager in consultation with The Customer's project manager and team members. 2. The project planning phase will determine whether Questica Budget modules are to be implemented serially or in parallel and, if serially, the order of module implementation. 3. The implementation of each Questica Budget module will involve the following stages: a. An overview of, and training in, the module and the ways in which the module can be extended by configuration and customizations. b. A determination of how best to configure and, if necessary, customize the module to meet the objectives of The Customer. Questica Software Subscription Agreement Page 31 of 32 An overview of the advantages and, if present, disadvantages of the proposed configuration and customizations. Documentation of the agreed configuration and customizations. The preparation of data import templates consistent with the agreed configuration and customizations. f. The completion by The Customer of the data import to g. The import by Questica of the data import templates. h. Customer approval of the imported Questica Budget structures and data. The creation of custom report entities to support The Customer's reporting, where such reporting is not readily available within Questica Budget's natural data model. Training in the creation of (ad hoc) views, and ad hoc print reports using Microsoft Report Builder 3.0. Determination of custom reporting requirements that cannot be met by the standard reports and the use of the out -of -the -box ad hoc reporting features. The preparation of change orders and specification for any custom reports not detailed in this Scope of Work. The development by Questica of any required custom reports, Scope of Work or added to the scope through a change order. The testing and acceptance of custom reports and report views. The deployment of custom reports and report views. The development of an integration strategy for updating the Questica Budget database vith actual result data from the financial system and the passing of budget data into the financial system. The development by The Customer of the integration components (queries, intermediate tables, file output/input etc.) which are required to access actual data from the financial system/HR System and update the financial system with budget data. hether detailed in this The development by Questica of: integration components which transform budget data prior to updating the financial system; integration components which transfo Questica Budget database; ntegration components required to initiate the execution of The deployment of all integration components. The testing and acceptance by The Customer of the Customer Resources The requirement for Customer resources is-va The duration of the project. b, The degree of internal Customer consultation. c. The level of internal Customer agreement. d. The number of customizations. The familiarity of Customer staff with their Genera systems. esult data prior to updating the ntegration co Ledger, ERP, HR, and other 3rd party END OF SOFTWARE SUBSCRIPTION AGREEMENT DOCUMENT Questica Software Subscription Agreement Page 32 of 32 1 ITEM TITLE: SUBMITTED BY: BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEM ENT Item No. 6.D. For Meeting of: June 6, 2023 Resolution awarding and authorizing an agreement with Questica for budget management software *Jennifer Ferrer -Santa Ines, Director of Finance & Budget Christina Payer, Buyer I I SUMMARY EXPLANATION: The City of Yakima desires to purchase off the NASPO ContractAR2472 to procure Budget Management Software functionality from Questica, which Questica agrees to deliver pursuant to the NASPO Contract and under the terms and conditions as found in agreement. ITEM BUDGETED: Yes STRATEGIC PRIORITY: Public Trust and Accountability APPROVED FOR SUBMITTAL BY THE CITY MANAGER RECOMMENDATION: Adopt resolution. ATTACHMENTS: Description D Resolution Agreement Questica 0 Agreement Questica Upload Date 5/26/2023 5/26/2023 Type Resolution Contract } ues ica A Euna Solutions Brand Contract/Terms Modification Prepared for Dave Zabell City of Yakima By Denny Thompson Questica Ltd. April 16, 2024 Contract/Terms Modification Quotation ID#: P20230720.0003.00 April 16, 2024 Requirement: Per section 2 of the Scope of Work,the fixed price cost includes overhead of project management and analysis by Questica until the implementation services are delivered or 31 weeks contiguous from project kick-off, whichever occurs first. Without amendment, project management services expired on 29-Feb-2024. The requirement is therefore to amend this contracted date. Description: Questica's primary objective is to ensure that City of Yakima fully adopts a budgeting system that meets or exceeds their needs and experiences excellent service in acquiring this system. In recognition of the productive partnership, Questica is willing to provide a one time extension to project management services,from 29-Feb-2024 to 27-Jul- 2024. Any project management or analysis services not covered by the maintenance and support agreement beyond 27- Jul-2024 shall be billable at Questica's standard services rate, which is currently$250/hr. Remaining deliverables include: • Operating Module • Integrations:Actuals Import, Budget&Amended Budget Exports • Personnel • Import of Personnel Data • Training • Capital Module • Import of Data • Integrations: Actuals Import, Budget&Amended Budget Exports • Training • Custom Reporting Requirements • Budget Summary Report • Job Cost by Period Report • OpenBook • Training • Performance Measures(if required) Limitations: Anything not explicitly mentioned in the above specification cannot be assumed as part of the work to be performed. Professional Services Items Item General Description Total 1 Project Management, Analysis,Testing& Deployment $0 © Questica Ltd.April 16,2024 Page 2 of 4 Questica` A Euna Solutions Brand Acceptance Quotation ID#: P20230720.0003.00 April 16, 2024 CITY CONTRACT NO: 20 2 3-Oqc AMc�..-. ' RESOLUTION NO' �� 2�2 3"�73 Authorized Signature: 9-1) Authorized Name: I 1Ck_ U-C-, 7 io Organization Name: City of Yakima PO/Reference: Date: C ri 1 L'S) Upon accepting this offer,please scan and email back all pages of the signed Quotation and include an authorized purchase order,if applicable. Questica Ltd. iic Authorized Signature: reliac-aaway Authorized Name: Alicia Holloway, Manager, Implementation - Budget Organization Name:Questica Ltd. Date: April 24, 2024 ©Questica Ltd.April 16,2024 Page 4 of 4 *Estimated Total Services: $ 0.00 *This is an estimate of the cost of services which may, on completion, be higher or lower than the estimate. Time and materials will be billed monthly as time is incurred at an hourly rate of$250. © Questica Ltd April 16,2024 Page 3 of 4