Exhibit 4
RESOLUTION NO. 2025-092
A R
ESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH EUNA SOLUTIONS, INC . FOR THE IMPLEMENTATION
SERVICES AND SOFTWARE AS A SERVICE FOR THE QUESTICA BUDGET SOLUTION IN AN AMOUNT NOT TO EXCEED $ 1,363,258 OVER A TEN-YEAR PERIOD
WH
EREAS, the City Council of the City of Carlsbad, California, has determined that it is in the best interest of the city to replace its core suite of applications used for human resources, finance, cashiering, and utility billing (“Core Systems Modernization”); and WHEREAS, the existing human capital management , financ e, cashiering, and utility billing systems have reached the end of their typical lifespans and are in need of replacement; and WHEREAS, the Information Technology Department solicited proposals from firms interested in and qualified to design, implement and support off -the-shelf human capital management, financial, cashiering, and utility billing systems; and
WHEREAS, staff selected Euna Solutions, Inc . as the system vendor for the Questica financial budgeting solution following a formal proposal process; and WHEREAS, Euna Solutions, Inc. has negotiated an agreement for implementation services and software as a service for the Questica budget application for a not to ex ceed amount of $1, 363,258 over a ten-year period; and
WHEREAS, the Carlsbad Municipal Code 3.28.060 – Procurement of Professional Services and Services requires the City Council’s approval for the procurement of professional services or services that cost more than $100,000 per agreement year; and
WHEREAS, a Strategic Digital Transformation Investment Program (SDTIP) project was approved in fiscal year 2022-23 and budget is available for the implementation and first two years of maintenance of the Core Systems Modernization applications; and
WHERAS, the budget for years 3 through 10 will be included in the city’s annual operating budgeting process; and
WHEREAS, the City Manager will have the authority to execute the Euna Solutions , Inc . agreement for implementation services and software as a service in a n amount not to exceed $1,363,258.
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as fo
llows:
1. That the above recitations are true and correct.
2. The proposed action is not a “project” as defined by California Environmental Quality Act Section 21065 and CEQA Guidelines Section 15378(a) and does not require environmental review under CEQA Guidelines Section 15060(c)(2) because the action is limited t o the execution of various agreements for the implementation and annual subscription or maintenance services of information technology applications. The action has no potential to cause either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment.
3. That the Euna Solutions, Inc. a greement (Attachment A) for implementation services and software as a service is hereby approved, and the City Manager is hereby authorized to execute all required documents on behalf of the City.
4. That the total for implementation services and software as a service with Euna Solutions, Inc. shall not exceed $1,363,258 for the ten-year agreement.
5. That the funding for the first two years of the agreement is budgeted in the SDTIP project.
6. That the funding for year s 3 through 10 will be included as part of the Information Technology Department Operating Fund’s annual budget request process.
PASSED, APPROVED AND ADOPTED at a Regular M eeting of the City Council of the City of Carlsbad on t he 29th day of April, 2025, by the following vote, to wit:
AYES: Blackburn, Bhat-Patel, Acosta, Burkholder, Shin.
NAYS: None.
ABSTAIN: None.
ABSENT: None.
__________________
____________________
KEITH BLACKBURN, Mayor
__________________
____________________
SHERRY FREISINGER, City Clerk
(SEAL)
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927
1 SAAS AND SERVICES AGREEMENT
This SAAS and Services Agreement, including all documents referenced and incorporated below and the Order Form which by this reference is incorporated herein (collectively, this Agreement dated as of _____________________ (the Effective Date ), is by and between Euna Solutions, Inc., a Delaware corporation (referred to as Licensor EUNA City of Carlsbad Customer ). EUNA and Party
Parties
1. Def
initions.
a. Aggregated Statistics
SAAS Offering that is used by EUNA in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the SAAS Offering.
b. Authorized User
agents (i) who are authorized by Customer to access and use the SAAS Offering under the rights granted to Customer pursuant to this Agreement, and (ii) for whom access to the SAAS Offering has been purchased hereunder.
c. Confidential Information any information relating to a Disclosing Party (as defined in Section 9), its business, technology, suppliers, licensors, resellers, distributors, customers, and third parties to whom the Disclosing Party has an obligation of confidentiality, or otherwise would be known to be confidential or proprietary by a reasonable person. d. Customer Data
other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the SAAS Offering or Professional Services, as applicable.
e. Deliverable all documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of the EUNA in the course of performing the Professional Services or providing the SAAS Offering, including any items identified in Exhibits A and B.
f. Documentation the applicable training, informational or support videos and documentation relating to (i) the use of and access to the SAAS Offering and (ii) any error corrections, bug fixes, enhancements, improvements, new releases, maintenance releases and updates thereto, provided by EUNA to Customer in any format. g. Fees Exhibit A.
h. Intellectual Property Rights (i) all United States and foreign patents, patent applications, and certificates of invention, and all continuations, continuations in part, extensions, renewals, divisions, re-issues and re-examinations relating thereto; (ii) all moral rights and copyrights in any work of authorship or other work recognized by applicable Law, including all copyright registrations issued by the United States Register of Copyrights and applications Attachment A
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 5/1/2025
2 therefor, together with any renewal or extension thereof, or by similar authority in any other jurisdiction, and all rights deriving therefrom; (iii) all, whether registered or unregistered, trademarks, service marks, domain names, trade names and trade dress, and all goodwill relating thereto; (iv) all rights in all trade secrets, know-how, and confidential information; and (v) other intellectual property rights protectible under any Laws or international conventions throughout the world, and in each case including the right to apply for registrations, certificates, or renewals with respect thereto and the right to prosecute, enforce, obtain damages relating to, settle or release any past, present, or future infringement or misappropriation thereof. i. all applicable laws (including those arising under common law), statutes, codes, rules, regulations, reporting or licensing requirements, ordinances and other pronouncements having the effect of law in the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision, including those promulgated, interpreted or enforced by any governmental or regulatory authority. j. Order Form
Agreement.
k. Public Facing Software
Customer to members of the general public.
l. SAAS IP and the Documentation. For the avoidance of doubt, SAAS IP includes proprietary data structures, database schemas, metadata, Aggregated Statistics and any information, data, or other content derived from EUNA SAAS IP but does not include Customer Data.
m. SAAS Offering -as-a-service offering, including any integrated platform offering, as set out in the applicable Order Form. n. Professional Services the services set out in the applicable Order Form and any associated statement of work attached or referenced in the Order Form (Exhibit A) and Statement of Work (Exhibit B), .
o. Term 1.a.
p. Third-Party Products -party products described in the applicable Order Form provided with or incorporated into the SAAS Offering.
2. Professional Services.
with all other terms and conditions of this Agreement, EUNA shall provide to Customer the Professional Services in accordance with Exhibits A and B.
3. Software Subscription.
a. Provision of Access
compliance with all other terms and conditions of this Agreement, EUNA hereby grants Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 22) right to access and use the SAAS Offering during the Term, solely for use by Authorized Users in
EUNA shall provide to Customer the necessary information to allow Customer to access the SAAS Offering. The total number of Authorized Users will not exceed the number set forth in the April 29, 2025
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 3 applicable Order Form, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder.
b. Public Facing Software. Notwithstanding the definition of Authorized Users, Customer is permitted to provide access to its constituents that are solely utilizing public facing functionalities of the SAAS Offering that do not otherwise require a specific license from EUNA. c. Documentation License. Subject to
and compliance with the terms and conditions of this Agreement, EUNA hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 22)
business purposes in connection with its use of the SAAS Offering. d. Optional Features. EUNA shall provide all extensions, enhancements, and other changes, which are logical improvements to the SAAS Offering and to which EUNA makes generally available on a commercial basis, without charge, to other licensees of the EUNA SAAS Offering. Updates do not include any new software products that are then made generally available on a commercial basis as separate, price-listed options or additions to the SAAS Offering nor do they include any Professional Services that may be required for implementation. e. Use Restrictions. Customer shall not use the SAAS Offering for any purposes beyond the scope of the access granted in this Agreement or the applicable Order Form. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the SAAS Offering or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the SAAS Offering or Documentation to a third party; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the SAAS Offering, in whole or in part; (iv) remove any proprietary notices from the SAAS Offering or Documentation; or (v) use the SAAS Offering or Documentation in any manner or for any purpose that causes such SAAS Offering or Documentation to infringe, misappropriate, or otherwise violate any Intellectual Property Right or other right of any person, or that violates any applicable Law.
f. Suspension. Notwithstanding anything to the contrary in this Agreement, EUNA may SAAS Offering if: (i) EUNA reasonably determines that (A) there is a threat or attack on any of the SAAS
SAAS IP disrupts or poses a
security risk to the SAAS IP or to any other customer or vendor of EUNA; (C) Customer or any Authorized User is using the SAAS IP for fraudulent or illegal activities; (D) subject to applicable Law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) EUNA he SAAS Offering to Customer or any Authorized User is prohibited by applicable Law; (ii) any vendor of EUNA has suspended or terminated EUNA -party services or products not owned, operated, or controlled by EUNA required to enable Customer to access or use the SAAS Offering each a ( Service Suspension EUNA shall use commercially reasonable efforts to resume providing access to the SAAS Offering as soon as reasonably possible after the event giving rise to the Service Suspension is investigated, contained, remediated, and cured. EUNA will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 4 g. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, EUNA SAAS Offering and collect and compile Aggregated
Statistics. As between EUNA and Customer, all right, title, and interest in Aggregated Statistics, and all Intellectual Property Rights therein, belong to and are retained solely by EUNA. Customer acknowledges that EUNA may compile Aggregated Statistics based on Customer Data input into the SAAS Offering. Customer agrees that EUNA may (i) make Aggregated Statistics publicly available in compliance with applicable Law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable Law. EUNA agrees to process Customer Data available in accordance with EUNA
https://eunasolutions.com/privacy-policy/. EUNA may update its privacy policy from time to time and such updated privacy policy will be effective and applicable upon posting.
4. Customer Obligations.
a. For Professional Services. In connection with the Professional Services, Customer shall:
(i) cooperate with EUNA in its performance of the Professional Services and provide access to Customer s premises, employees, contractors, and equipment as required to enable EUNA to provide the Professional Services;
(ii) provide Cooperation, as defined herein, and perform Customer facing milestones and Customer deliverables necessary to enable EUNA to continue to perform under the Order Form and Statement of Work; and
(iii) take all steps necessary, including obtaining any required licenses or consents, to prevent Customer-caused delays in EUNA s provision of the Professional Services. b. For the SAAS Offering. In connection with the SAAS Offering:
(i) Customer agrees to be responsible and liable for all uses of the SAAS Offering and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer agrees to be responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all SAAS Offering and shall cause Authorized Users to comply with such provisions. (ii) EUNA may from time to time make Third-Party Products available to Customer. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and the applicable flow-through provisions.
(iii) EUNA will use commercially reasonable efforts to implement the SAAS Offering.
EUNA
EUNA (collectively,
Cooperation and operation of the SAAS Offering, and that EUNA shall not be liable for any deficiency, delay or failure in implementing or operating the SAAS Offering if hereunder. Cooperation will include designating a project manager to interface with EUNA during the April 29, 2025
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 5 course of EUNA or provision of the SAAS Offering. If Customer repeatedly fails to provide Cooperation, EUNA may terminate this Agreement in accordance with Section 10(b)(ii).
5. Fees and Expenses.
a. Fees. Except for Fees that Customer has successfully disputed, Customer shall pay the Fees without offset or deduction. Unless otherwise provided in the applicable Order Form, Customer shall pay the Fees in US dollars within thirty (30) days from the date of the applicable invoice. If Customer fails to make any payment when due, without limiting EUNA and remedies: if such failure continues for thirty (30) days or more, and in addition to all other remedies available under this Agreement or at law (which EUNA does not waive by the exercise of any rights hereunder), EUNA
portion or all of the Professional Services and the SAAS Offering until such amounts are paid in full.
b. Taxes. Fees do not include any taxes. Customer is exempt by Law from payment of State and local sales tax and federal excise tax. In the event that taxes are assessed by any governmental body on any Deliverable provided under this Agreement, in which Customer is not exempted from paying, EUNA shall have the option to terminate the Agreement in lieu of assessment of the taxes against EUNA, provided however that Customer shall have the option to pay EUNA all such tax amounts which have been properly invoiced, at Customer avoid termination of this Agreement. Customer shall provide EUNA with a valid tax exemption certificate upon request.
6. Service Levels and Support.
a. Service Levels. Subject to and conditioned upon
compliance with the terms and conditions of this Agreement, EUNA will use commercially reasonable efforts to make the SAAS Offering available in accordance with the service levels set out in the provided Service Level Metrics for Cloud-based Services in a Production Environment (Exhibit D) Service Level Policy
b. Support.
compliance with the terms and conditions of this Agreement, EUNA will use commercially reasonable efforts to provide the support services described in the Exhibit D Support Services Policy
c. Updates. EUNA reserves the right to modify the Exhibit D from time to time upon written agreement of each party.. EUNA
designated support contacts. Customer acknowledges and agrees that, as between Customer and EUNA, Customer shall be solely responsible to provide any and all support to all other third parties. Unless otherwise stated in the Exhibit D, EUNA shall not have any obligation to provide support services to any third parties.
7. Representations, Limited Warranties, and Disclaimer. a. Representations. Each Party hereby represents and warrants that: (i) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required hereunder; and (ii) the execution of this Agreement by such Party, and the performance by such Party of its obligations and duties hereunder, do not and will not violate any agreement to which such Party is bound or any obligation of such Party.
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 6 b. Warranties for Professional Services. EUNA warrants that it will perform the Professional Services:
(i) in accordance with the terms and subject to the conditions set out in the respective Statement of Work or Order Form and this Agreement;
(ii) using personnel of commercially reasonable skill, experience, and qualifications; and (iii) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.
c. Warranties for the SAAS Offering. EUNA warrants that during the Term, the SAAS Offering will conform in all material respects to the Documentation when accessed and used in accordance with the Documentation. EUNA does not make any warranties, representations or guarantees regarding uptime or availability of the SAAS Offering except to the extent specifically included in the applicable Service Level Policy. THE FOREGOING WARRANTIES,
REPRESENTATIONS AND GUARANTEES DO NOT APPLY AND EUNA STRICTLY
DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND GUARANTEES WITH
RESPECT TO ANY THIRD-PARTY PRODUCTS OR ANY FAILURE IN PERFORMANCE CAUSED BY THIRD-PARTY PRODUCTS.
d. Remedies. EUNA s sole and exclusive liability and Customer s sole and exclusive remedy for breach of the warranties, representations and guarantees in this Agreement shall be as follows:
(i) EUNA shall use reasonable commercial efforts to promptly cure any such breach; provided, that if EUNA cannot cure such breach within thirty (30) days after Customer s written notice of such breach, Customer may, at its option, terminate this Agreement by serving written notice of termination. (ii) ,
representations and guarantees shall be the re-performance of the relevant Professional Services free of charge to the extent the breach was caused solely by EUNA. The foregoing remedy shall not be available unless Customer provides written notice of such breach (which notice reasonably describes the breach and the deficiencies identified by Customer) within thirty (30) days after delivery of such Professional Service or Deliverable to Customer.
(iii) For any such breach involving a failure to meet the commitments in the Service Level Policy,
remedies set forth in the Service Level Policy.
e. Disclaimer of Warranties. EXCEPT FOR THE LIMITED WARRANTIES SET
FORTH IN THIS SECTION OF THE AGREEMENT, THE PROFESSIONAL SERVICES,
DELIVERABLES, SAAS OFFERING AND EUNA IP ARE
HEREBY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND GUARANTEES WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. EUNA SPECIFICALLY
DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR
THE LIMITED WARRANTIES SET FORTH IN THIS SECTION, EUNA MAKES NO
WARRANTY, REPRESENTATION OR GUARANTEE OF ANY KIND THAT THE April 29, 2025
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 7 PROFESSIONAL SERVICES, DELIVERABLES, EUNA IP, OR ANY PRODUCTS OR , AN AUTHORIZED
INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK
WITH ANY SOFTWARE, SYSTEM, OR OTHER PROFESSIONAL, ACCURATE, COMPLETE, OR ERROR FREE.
8. Intellectual Property.
a. Deliverables. All Intellectual Property Rights in and to the Deliverables except for any Confidential Information of Customer shall be owned by EUNA. If any derivative work is created by Customer from the SaaS Offering EUNA shall own all right, title and interest in and to such derivative work.
b. SAAS IP and Documentation. Customer acknowledges that, as between Customer and EUNA, EUNA owns all right, title, and interest, including all Intellectual Property Rights, in and to the SAAS IP and Documentation and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Products.
c. Customer Data. EUNA acknowledges that, as between EUNA and Customer, Customer either (i) owns all right, title, and interest, including all Intellectual Property Rights, in and to the Customer Data, or (ii) has a valid license with the right to sublicense the Customer Data to EUNA as provided herein. Customer hereby grants to EUNA a non-exclusive, royalty- free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for EUNA to provide the SAAS Offering to Customer, and a non-exclusive, perpetual, irrevocable, royalty- free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. Customer represents, warrants and agrees that: (A) it will comply with applicable Law, including the Laws of the territories and jurisdictions from which any Customer Data is obtained or pertains, in collecting, using, disclosing, transmitting and in soliciting the transmission of Customer Data into or with the SAAS Offering as contemplated under this Agreement; (B) prior to transmitting (or soliciting the transmission of) any Customer Data to EUNA through the SAAS Offering, Customer shall have all applicable consents and approvals required for the transmission of such Customer Data to EUNA; and (C) , disclosure and other processing of Customer Data in accordance with this Agreement will not cause EUNA or
any of its vendors to violate any applicable Law or infringe the rights of any individual or third party.
d. Passwords. Customer is responsible for the confidentiality and use of its passwords, other credentials, and account, and in no event shall EUNA be liable for any loss of information of Customer or other claims arising from unauthorized access to the SAAS Offering as a result of the failure by Customer to protect the confidentiality of its passwords, other credentials or account. e. Prohibited Information. Except as necessary to utilize the SAAS Offering, Customer shall not transmit, disclose or otherwise provide (or cause or allow to be transmitted or provided to EUNA): (i) health information, medical information, health insurance card information, policy identification numbers, or any other information that would cause EUNA to be classified as a the Health Insurance Portability and Accountability Act of 1996, as amended or similar designation under other Laws, (ii) information that causes ENUA April 29, 2025
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 8 to be subject to any Laws beyond those Laws generally applicable to all cloud service providers, (iii) security passwords or credentials, and/or (iv) data revealing race, ethnicity, political opinions, religion, sexual orientation, or philosophical beliefs or any other information identified under applicable L information, private or like designation (collectively, Prohibited Information . If Customer transmits or provides to EUNA any Prohibited Information, EUNA shall have no liability or obligation whatsoever with respect to such Prohibited Information or Customer Data provided to EUNA. f. Feedback. If Customer or any of its employees or contractors provides, sends or transmits any communications or materials to EUNA by mail, email, telephone, or otherwise, suggesting or recommending changes to the SAAS Offering, Documentation, Software, Professional Services, or any of EUNA Intellectual Property Rights, including without limitation, the SAAS IP and new features or functionality relating thereto, or any comments, Feedback EUNA is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns and agrees to assign to EUNA, and will cause its employees, contractors and/or agents to assign to EUNA, all right, title, and interest in and to the Feedback, including all Intellectual Property Rights in the Feedback, to EUNA without further consideration. EUNA is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever, although EUNA is not required to use any Feedback. g. Reservation of Rights. EUNA reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any Intellectual Property Rights or other right, title, or interest in or to the Professional Services or SAAS IP.
9. Confidentiality.
a. Generally. From time to time during the Term, either Party (as the Disclosing Party ) may disclose or make available to the other Party (as the Receiving Party ) Confidential Information. Confidential Information shall at all times remain the property of the Disclosing Party. The Receiving Party shall: (A) protect and safeguard the confidentiality of the Disclosing Party s Confidential Information with at least the same degree of care as the Receiving Party protects its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (B) not use the Disclosing Party s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (C) except as permitted in this Agreement, not disclose any such Confidential Information to any person or entity, except to the Receiving Party s representatives who need to know the Confidential
Information to assist the Receiving Party, act on its behalf, or to exercise its rights or perform its obligations under this Agreement. The obligations in this section do not apply to Confidential Information that: (i) is or becomes generally available to the public other than as a result of the n a
non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; developed by the Receiving Party without using any Confidential Information of the Disclosing Party; or is information subject to disclosure under the California Public Records Act (California April 29, 2025
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 9 Government Code § 6250 et seq.) or California Civil Discovery Act (California Code of Civil Procedure § 2016.010 et seq.).
b. Permitted Disclosures. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required to Agreement, including to make required court filings. If a Receiving Party is faced with judicial or governmental action to disclose Confidential Information of the Disclosing Party, the Receiving Party must, if legally permissible, notify the Disclosing Party forthwith. Further, EUNA acknowledges and understands that Customer only has ten (10) calendar days to respond to a Public Records Act request. If EUNA seeks a protective order or other appropriate remedy, it is obligated to comply with its statutory duties and will proceed accordingly. EUNA agrees that this Agreement, SOW, amendments, and any other exhibits or attachments are public records, and Client will not provide written notice prior to disclosure. c. Destruction. On the expiration or termination of the Agreement, the Receiving Party shall promptly destroy all copies
possession or control and upon request certify in writing to the Disclosing Party that such Confidential Information has been destroyed, provided, however, that a Receiving Party may retain Confidential Information relevant to any pending or threatened litigation or governmental investigation and EUNA may retain in accordance with its information retention policies and Section 15.a, below. d. Irreparable Harm. Each Party acknowledges that Confidential Information may constitute unique, valuable, proprietary and trade secret information of the Disclosing Party, and that unauthorized disclosure thereof by the Receiving Party may cause irreparable injury to the Disclosing Party. Accordingly, each Party acknowledges and agrees that monetary damages may not be adequate in the event of a default of this Article 9 and, therefore, that the Disclosing Party may be entitled to injunctive or other affirmative relief, without such constituting an election of remedies, and that the Disclosing Party will not be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Article 9, and each Party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. e. Duration.
-disclosure with regard to Confidential
Information are effective as of the Effective Date and will expire five years from the termination date or for as long as ,
whichever is later; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable Law), such obligations of non- disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable Law.
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 10 10. Term, Termination, and Survival.
a. Term Term
this Agreement and will continue for the applicable term listed in such Order Form or until terminated by either Party in accordance with this Agreement. b. User Subscriptions. All user subscriptions in an Order Form shall automatically renew for additional one-year at the end of the then current subscription term listed on the Order Form, unless the Customer gives the other notice of non-renewal at least thirty (30) days before the end of the relevant subscription term. For clarity, this Agreement is not subject to automatic renewals and this Agreement cannot exceed the Term listed in the Order Form. c. Termination for Convenience. Customer may terminate this Agreement without cause by giving sixty (60) days advance written notice to EUNA of its election to terminate this Agreement pursuant to this provision.
d. Termination for Cause. In addition to any other express termination right set forth in this Agreement:
(i) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or
(ii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
e. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, EUNA will immediately cease providing any Professional Services and Customer shall immediately discontinue use of the SAAS Offering. No expiration or termination will affect termination or entitle Customer to any refund .
f. Non-Appropriation. In the event Customer is not granted an appropriation of funds at any time during the Term, Customer shall have the right to terminate this Agreement on the last day of the fiscal period for which appropriations were received without penalty or expense to Customer, except as to the portion of the payments for which fund shall have been appropriated and budgeted. At least thirty (3
certify in writing that funds have not been appropriated for the next fiscal period. g. Survival. Sections 3.g, 4, 5, 7, 8, 9, 10, 11, 12, and 14-34 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 11 11. Indemnification.
a. EUNA Indemnification.
(i) EUNA SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS CUSTOMER
FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, COSTS (INCLUDING
REASONABLE LOSSES
FROM ANY THIRD- THIRD-PARTY
CLAIM THE SAAS OFFERING OR PROFESSIONAL SERVICES, OR ANY USE OF THE
SAAS OFFERING OR PROFESSIONAL SERVICES IN ACCORDANCE WITH THIS AGREEMENT,
RIGHTS, PROVIDED THAT CUSTOMER PROMPTLY NOTIFIES EUNA IN WRITING OF SUCH
THIRD-PARTY CLAIM, COOPERATES WITH EUNA , AND ALLOWS
EUNA SOLE AUTHORITY TO CONTROL THE DEFENSE AND SETTLEMENT OF SUCH THIRD- PARTY CLAIM.
(ii) If a Third-Party Claim is made or appears possible, Customer agrees to permit EUNA, at EUNA the SAAS Offering or Professional Services or
component or part thereof, to make it non-infringing but otherwise does not materially alter the Service, (B) obtain the right for Customer to continue use, or (C) terminate the Agreement and provide a pro rata refund to Customer.
(iii) This Section will not apply to the extent that the alleged infringement arises from: (A) use of the SAAS Offering or Professional Services in combination with data, software, hardware, equipment, or technology not provided by EUNA or authorized by EUNA in writing; (B) modifications to the SAAS Offering or Professional Services not made by EUNA; or (C) Customer Data; or (D) Third-Party Products. b. Sole Remedy. THIS SECTION SETS FORTH
SOLE REMEDIES
OR ALLEGED CLAIMS THAT THE PROFESSIONAL SERVICES OR SAAS OFFERING
INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
c. FURTHER, EUNA SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS
CUSTOMER FROM AND AGAINST ANY AND ALL LOSSES INCURRED BY
CUSTOMER AS A RESULT OF A THIRD-PARTY CLAIM
GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND/OR FRAUD, PROVIDED THAT,
IF APPLICABLE, CUSTOMER PROMPTLY NOTIFIES EUNA IN WRITING OF ANY THIRD-
ALLOWS EUNA SOLE AUTHORITY TO CONTROL THE DEFENSE AND SETTLEMENT OF ANY THIRD-PARTY CLAIM. FOR CLARITY AND NOT EXCLUSIVELY, THE FOLLOWING WILL BE CONSIDERED DIRECT DAMAGES: (1) AMOUNTS PAID TO
AFFECTED THIRD PARTIES AS DAMAGES OR SETTLEMENTS IN RESPONSE TO CLAIMS ARISING FROM A BREACH TO THE AGREEMENT TERMS; (2) AMOUNTS
PAID FOR FINES AND PENALTIES IMPOSED BY ANY GOVERNMENTAL AUTHORITY ARISING FROM THE BREACH; AND (3) REASONABLE LEGAL FEES, TO DEFEND AGAINST THIRD-PARTY CLAIMS ARISING FROM THE BREACH.
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 12 12. Limitation of Liability.
a. NOTWITHSTANDING OBLIGATIONS SET FORTH IN SECTION 11
(INDEMNIFICATION), IN NO EVENT SHALL EUNA BE LIABLE TO CUSTOMER FOR
ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN
VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY,
SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF
WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT EUNA HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND
NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
b. EXCEPT FOR OBLIGATIONS SET FORTH IN SECTION 11
(INDEMNIFICATION), IN NO EVENT SHALL EUNAS AGGREGATE LIABILITY ARISING
OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR
RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR
OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO EUNA PURSUANT TO THE APPLICABLE ORDER FORM IN THE THIRTY-SIX (36) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
c. UNDER NO CIRCUMSTANCES SHALL EUNA HAVE ANY LIABILITY OR
RESPONSIBILITY FOR THE ACCURACY OF ANY CUSTOMER DATA THAT IS INPUTTED INTO THE SAAS OFFERING.
13. Press Release. During the Term, EUNA may list Customer as a customer of EUNA, and Customer grants EUNA a non-exclusive, royalty-free, worldwide license to use any trademarks, service marks, or trade names of Customer in order to display such marks on EUNA website, but EUNA will remove any reference to Customer upon request.
14. Information Security. Each Party will maintain reasonable administrative, technical and physical safeguards which are consistent with industry standards to protect the security, confidentiality and integrity of, and to protect against threats or hazards to the integrity of, and the unlawful, intentional, unauthorized or accidental destruction, loss, alteration, theft, misappropriation, disclosure, access or use of the other , Intellectual Property, and, (i) in the case of EUNA, the Customer Data, and (ii) in the case of Customer, the SAAS IP.
15. Export of Data.
a. Customer Data. Upon termination, cancellation, expiration, or other conclusion of this Agreement, EUNA shall implement an orderly return of Customer data in a CSV or another mutually agreeable format at a time agreed to by the parties. Once the Customer acknowledges receipt, EUNA shall have no obligation to maintain or provide any Customer data and shall thereafter, unless legally prohibited, promptly delete all Customer data in its systems or otherwise in its possession or under its control. Customer acknowledges that as part of a commercially reasonable backup strategy, EUNA does maintain long term archival backups that may continue to contain Customer Data after termination of this Agreement. EUNA agrees not to utilize such archival backups for the specific purpose of accessing Customer Data after termination of this Agreement, unless specifically authorized to do so by Customer.
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 13 b. Data Extraction. During the Term of this Agreement, Customer may utilize the standard functionality of the SAAS Offering for its intended purpose, including the ability to download data and copies of documents loaded into or generated by the SAAS Offering.
Customer shall have the right to retain a copy of all downloaded documents. During the Term of and within thirty (30) days following termination of this Agreement, Customer may request EUNA to provide consulting services to Customer in order to perform a custom extract of Customer data from the SAAS Offering. EUNA will provide the requested consulting services for an hourly rate set forth in the Order Form or Statement of Work. Custom data extracts will be provided electronically in a text delimited flat file format (or other mutually acceptable format) and will be scrubbed of all EUNA proprietary data structures. Customer and EUNA will work together to determine a list of the specific data elements to be provided, at which point EUNA will provide an estimate of the time required to extract the data. Once the estimate has been provided, if Customer wishes EUNA to proceed with the data extract, Customer will make a mobilization payment of fifty percent (50%) of the estimated amount to EUNA. After receipt of this payment, EUNA will then have thirty (30) days to deliver the data extracts to Customer. Customer shall have thirty (30) days upon receipt of the data to review for acceptance. Upon acceptance, EUNA will provide Customer with a final accounting of hours and Customer shall be responsible for payment of the additional consulting fees.
16. Authorized Reseller Status; Option to Purchase Affiliate Products. GTY Technology Holdings multiple other SaaS companies (such
may vary during the Term, but generally include,
but are not limited to, 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 visual As of the Effective Date, Affiliates include CityBase Inc., and Euna Solutions Inc. in Canada.
In addition to the products and services that are the subject of this Agreement, Customer has the option to purchase from either Euna, as an authorized reseller, or Affiliates, the Affiliate Products on same terms of the Agreement. Notwithstanding the foregoing, Customer understands that different order forms, statement of work(s), and product specific service level agreements may apply. Customer will be provided the
17. Entire Agreement. This Agreement, including and together with any Order Form referencing this SAAS and Services Agreement, and any Statements of Work, policies, IT Addendum and other documents referenced and incorporated herein or in any Order Form, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. The Parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any Order Form, the Order Form followed by the Service Level Policy shall supersede and control. To the extent the Order Form links to legal terms other than this SAAS and Services Agreement or a Statement of Work, those terms shall not apply.
18. Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement must be in writing and addressed to the other Party at its address in Exhibit A (or to such other address that the receiving Party may designate from time to time in accordance with this Section). For Notices to EUNA, [email protected] shall be sent a courtesy email notification. Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise April 29, 2025
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 14 provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section.
The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Title IT Director Title See above Section 18
Dept IT Address
CITY OF CARLSBAD
Address 1635 Faraday Ave Phone
Carlsbad, CA 92008 Email
Phone 442.339.2454
Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address.
19. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the court may modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
20. Amendments. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. For clarity, Customer processes changes to an SOW or purchases of additional products or services as an amendment to the Agreement for records management purposes. In the event EUNA uses Change Orders or Order Forms to process these types of changes, the Parties agree that in this context, Amendment, Change Orders, or Order Forms are used interchangeably. EUNA agrees and understands that Customer will create an amendment and will include the applicable Change Order or Order Form (if applicable) as an exhibit to process any applicable payments due to EUNA and memorialize changes to the SOW and/or purchases.
21. Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
22. Assignment. Neither Party shall assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve Customer of any of its obligations under this Agreement. Notwithstanding the foregoing, EUNA may assign this Agreement and any of its rights or delegate any of its obligations to any April 29, 2025
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 15 affiliate, subsidiary, or to any person acquiring all or substantially all of EUNAs assets without Customer s consent under the same terms and conditions of this Agreement.
23. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.
24. Relationship of the Parties. The relationship between the Parties is that of independent contractors.
The details of the method and manner for performance of the Services by EUNA shall be under its own control, Customer being interested only in the results thereof. EUNA shall be solely responsible for supervising, controlling, and directing the details and manner of the completion of the Professional Services and the provision of the SAAS Offering. Nothing in this Agreement shall give Customer the right to instruct, supervise, control, or direct the details and manner of the completion of the Professional Services or the provision of the SAAS Offering. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
25. No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
26. Choice of Law. This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the Laws of the State of California, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the Laws of any jurisdiction other than those of the State of California, United States of America.
27. Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments and appendices attached to this Agreement, and all contemplated transactions, including contract, equity, tort, fraud and statutory claims, in any forum other than the courts of the State of California, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in the courts in San Diego County, State of California.
Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
28. Export Regulation. Customer shall comply with all applicable Laws, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the SAAS Offering or any Customer Data outside the US.
29. WAIVER OF JURY TRIAL. [INTENTIONALLY OMITTED]
30. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 16 31. Force Majeure. Force Majeure Events reasonable control, including without limitation acts of nature, labor disputes, the stability or availability of the Internet or a portion thereof, actions by a governmental authority (such as a moratorium on any activities related to this Agreement or changes in Laws), telecommunication or Internet network failures or brown-outs, failures or unavailability of third party systems, networks or software, flood, earthquake, fire, lightning, epidemics, war, acts of terrorism, riots, civil disturbances, sabotage, and power grid failures. Neither Party shall be liable for any loss, damage or penalty resulting from delays or failures in performance resulting from Force Majeure Events. The Party affected by the Force Majeure Event will promptly notify the other Party and will resume performance when the Force Majeure Event is no longer effective and the impact has been remediated. If performance by EUNA does not resume within 30 calendar days, Customer may terminate this Agreement and EUNA will only be paid for services rendered up to the termination date.
32. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy.
Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
33. Government Use.
02. If the SAAS
Offering or Documentation are being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-
in the foregoing will AAS Offering
and Documentation are limited to those expressly granted in Section 3.
34. Compliance with Laws. Notwithstanding any clause to the contrary, EUNA will at all times keep fully informed, observe and comply with all laws, ordinances, and regulations which in any manner affect the performance of the services, and will be responsible for the compliance of EUNA's services with all applicable laws, ordinances and regulations.
[signature page follows]
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 17 The Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.
EUNA SOLUTIONS, INC., a Delaware
corporation
CITY OF CARLSBAD, a municipal corporation of
the State of California
By: By:
(sign here) City Manager
(print name/title)
ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Faviola Medina
Director of Constituent & Clerk Services
(print name/title)
AP
PROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
Deputy City Attorney
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927
18 EXHIBIT A
Initial Order Form
Questica Budget Price Quote
Quotation ID#: City of Carlsbad CA 05212024
Description Qty Total
Questica Budget Framework All Modules
Operating License Seats Unlimited
Personnel Planning & Budgeting License Seats Unlimited
Capital License Seats Unlimited
Unlimited Read-Only Licenses Included
Performance Measures Included
Allocations Included
Statistical Ledger
OpenBook Transparency
Included
Included
Budget Book Studio Included
Questica Year 1 Software Subscription
(including software, maintenance, support and hosting) $107,143.00
Professional Services (Per Statement of Work)
Planning & Analysis Included
Consulting Included
Installation Included
Data Load & Verify Included
Accounting Integration Included
Customizations Included
Training Included
Project Management Included
Single Sign On Included
Total Questica Professional Services (one-time fee): $210,975.00
GRAND TOTAL (Year 1)
$318,118.00
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 19 Quotation ID#: City of Carlsbad CA - 01082025
Pricing valid through: July 7th, 2025
Questica annual subscription is based on an initial five (5)-year term, with the option for five (5) a
dditional one (1) year extensions
Questica will apply a 2% inflationary increase beginning in year 3 Questica Annual fees
o Y
ear 1 is $ $318,118.00 (SaaS and Professional Services) o Year 2 is $107,143.00
o Year 3 is $109,285.86 (includes 2% increase)
o Year 4 is $111,471.58 (includes 2% increase)
o Year 5 is $113,701.01 (includes 2% increase)
o Year 6 is $115,975.03 (includes 2% increase)
o Year 7 is $118,294.53 (includes 2% increase)
o Year 8 is $120,660.42 (includes 2% increase)
o Year 9 is $123,073.63 (includes 2% increase)
o Year 10 is $125,535.10 (includes 2% increase)
o Total 10 Year contract is $1,363,258.16
Above pricing in US Dollars
Terms of Payment:
o S
oftware:
100% upon Contract Effective Date (Net 30 from receiving an invoice) SaaS renewal period to begin, on the anniversary date of budget implementation ki
ckoff, and annually in advance for future years
o Professional Services:
20% due Net 30 from receiving an invoice after budget implementation kickoff 20% due Net 30 from receiving an invoice after historical Operating budget a
vailable for validation
20% due Net 30 from receiving an invoice after Operating actuals import i
ntegration configuration created & tested
20% due Net 30 from receiving an invoice after Personnel data available for va
lidation
10% due Net 30 from receiving an invoice after historical Capital budget a
vailable for validation
10% due Net 30 from receiving an invoice after Go-live
N
otices:
IT Director
City of Carlsbad
1635 Faraday Ave
Carlsbad, CA 92008
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 20 EXHIBIT B
STATEMENT OF WORK
Statement of Work
Questica Budget Implementation for
City of Carlsbad CA
Revision History
Rev. Date Authors Notes/Changes
1 1. General
1.1. 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.
Questica shall provide the professional service as defined in this Statement of Work, 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 Customer expires the earlier of:
1) completion of the services described in the SOW
2) 18 months from the effective date of the relevant Order Form
1.2. General Clarification
Initial Data Load
migration of data from The Customer's existing systems into Questica Budget.
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 Customer's chart of accounts, other data entities, and columns within stica 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 Budget'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.
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 21 Data Model
The Questica Budget system is a relational database built on a standard data model. Using the system's 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:
-of-the-box entities may be ignored, or in some cases filled with place-holder data, if not useful; - for example Costing Centers
(Operating) and Projects (Capital) roll up to a single Department, each in turn rolling up to a single Division;
Category/Asset Type structures must be consistent across all years and across the modules (Operating, Personnel, Capital, Financial Statements, and Performance);
(accommodation is made for other account types in the Financial Statements module);
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;
Integrations
Questica Budget and 3rd party systems. For each of the integrations in scope, Questica shall be responsible for:
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 ch data sources and destinations may be database queries, delimited files, and/or web services.
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:
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).
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 22 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.
combinations; which is to say that the list of funds, GL accounts, costing Active, and projects, etc in Workday are automatically updated from the general ledger or other external system into Questica.
Updates will not be made from Questica to the chart of accounts in Workday.
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. sections of the budget except to choose a budget year, or in the case of Actuals imports the date range. 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. 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.
Customizations
Customizations include custom business rules, modifiers, user interface (grids, forms, etc.), non-standard integrations, hand-
delivery of standard product functionality and services.
2. Statement of Work
defined as follows:
Entry Meaning
In scope The task or function is within the statement of work to be undertaken by Questica professional services. There may be additional refinement of the scope.
Customer
task
The task or function is not within the statement of work to be undertaken by Questica 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 statement of work to be undertaken by Questica professional services, nor will it be undertaken by The Customer.
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 23 2.1. Questica Budget Configuration & Shared Components Functional Area Description Statement of Work
Production System 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:
browsers - Microsoft
Edge, Firefox latest release, Chrome latest release;
export/import feature is required, and/or saving
reports as Excel is required);
Word® 2007 or newer (if scheduled
reporting and/or saving reports as Word is
required);
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".
In scope
As per hosting agreement.
Sandbox System(s) 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:A single sandbox.
RoSA (Read-only
SQL Access)
RoSA is an optional service giving The Customer's IT
team 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. Note: Questica is not able
to add The Customer's own code or other objects
(views, functions, stored procedures) to this
database.
Not in scope
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 24 Project Management
& Analysis
Questica will assign an Implementation Manager
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-
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
s are not on
the part of Questica, additional project
management and analysis beyond this limit may be
billable at Questica's standard services rate.
In scope
with:
- One weekly status meeting;
- 40 weeks of project
management and analysis
contiguous from project
kick-off, or until all other
implementation services are
delivered, whichever occurs
first.
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 25 Consulting Services -
BPI
Questica will facilitate a review of:- The budget
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
dis
(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.
In scope with:- Workshops,
to a maximum of 2 half day
sessions or equivalent;- Gap
document describing
Questica's understanding of
gaps, options for filling the
gaps, selected option (where
one has been identified).
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 26 Consulting Services -
Change
Management
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.
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
approximates to current processes and procedures.
In scope with:
- Workshops, to a maximum
of 2 half day workshop(s) or
equivalent;
- Change management plan;
On-Site PM Visits Each on-site visit by Questica's 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.
Not in scope
Application-Level
Security
Determine how and when to use the various
security levels available within Questica Budget,
enter users and assign them to groups and roles.
Customer task:
Questica will assist with this
task until administrators
have received training in
security configuration.
Single Sign-On Configure Questica Budget to use The Customer's existing Windows, LDAP, CAS, Google, or SAML
Authentication, for user logon.
In scope:
Configure production
instance to use The
Customer's SAML (Microsoft
Entra ID aka Azure AD)
Authentication for user
logon. Questica is not
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 27 responsible for software and
configuration changes
required to make it
authenticate with non-
standard implementations
of authentication protocols.
Import Configuration
Import Master
Configuration Data
Configuration and data import of the following
Questica Budget standard data structures, using
data supplied by The Customer in Excel®
workbooks provided by Questica:
Accounts
Accounts
In scope
Standard Reports Provision of Questica Budget's standard reports.
These reports are provided as-is and may not fully
address The Customer's specific reporting
requirements.
In scope
Administrator
Authored Reporting
Questica Budget's reporting infrastructure allows
users to 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
be one of Questica Budget's native data entities; a
entities and presents it to the ad hoc view as a
single entity ready to report on.
In scope
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 28 2.2. Operating Module
The Questica Budget Operating module is included in this installation.
Functional Area Description Statement of Work
Import Costing
Centers
Configuration and data import of standard Questica
Budget 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:
Centers (for each historical and current/future
budget year to be loaded);
Departments consistent with, and shared by, the
Capital budget module;
with Funds;
In scope
Import Initial Budget Import the current/future Operating budget from data import workbooks:
account level
... by Costing Center.
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.
Import Historic
Budgets
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.
In scope:
Questica will import 2 prior
years' budgets.
Import Actuals
Transactions
Import Operating actuals transactions from data
import workbooks.
Customer task:
The Customer can add their
historical data manually, or
using Questica Budget's
Excel® export/import
feature, or with an
automated integration.
Import Initial
Statistical Budget
Import the current/future Operating statistical
budget from data import workbooks:
statistical account level
... by Costing categorized.
Customer task:
The Customer will enter
their statistical budget data
using Questica Budget's
user interface or Excel®
export/import feature.
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 29 Import Historic
Statistical Budgets
Import prior years' Operating 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.
Customer task:
The Customer can add their
historical statistical budget
data using Questica
Budget's user interface or
Excel® export/import
feature.
Import Statistical
Actuals Transactions
Import Operating statistical actuals transactions
from data import workbooks.
Customer task:
The Customer can add their
historical data manually, or
using Questica Budget's
Excel® export/import
feature, or with an
automated integration.
Budget Export Automated facility to transfer the Operating module budget data from Questica Budget to The
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.
In scope:
Questica will create no more
than 1 point of integration
for the approved operating
budget.
Amended Budget
Export
Automated facility to transfer individual approved
amendments to the Operating module budget data,
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
In scope:
Questica will create no more
than 1 point of integration
for the operating budget
amendments.
Actuals Import Automated facility to transfer actual data from The 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.
In scope:
Questica will create no more
than 1 point of integration
for the operating actual
costs.
Statistical Budget
Export
Automated facility to transfer the Operating
statistical budget data from Questica Budget to a
single target system at the approved budget
object/costing centre level when invoked by a user.
Not in scope
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 30 Amended Statistical
Budget Export
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
Not in scope
Statistical Actuals
Import
Automated facility to transfer actual data from a
single source system to the Questica Budget Budget
Operating statistics at a transaction level on a daily
basis when automatically scheduled; and/or on
demand.
Not in scope
2.3. Personnel Planning & Budgeting Module
The Questica Budget Personnel Planning & Budgeting module is included in this installation.
Functional Area Description Statement of Work
Configuration and data import of standard Questica Budget 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 employees;
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 Manual.
Import Positions &
Employees
Import from data import workbooks. In scope
Import Grades &
Scales
Import from data import workbooks. In scope
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 31 Create Benefits
(Modifiers) personnel costs such as benefits, allowances, and insurance.
Note that modifiers are not simple 2-dimensional
data that can be represented in a spreadsheet. It is
not possible to load modifiers in bulk from Excel®
workbooks.
Customer task:
Questica will assist with this
task until administrators
have received training in
modifier configuration.
Import
Position/Costing
Center Allocations
Import from data import workbooks. In scope
Payroll Actuals
Import
Automated facility to transfer actual payroll
transactions at the employee/position detail level
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 be stored in a separate table.
Notwithstanding items expressly referenced in the
section of this Scope of Work;
and/or other communications between Questica
and The Customer to the contrary, standard
limitations of this integration include, but are not
limited to, the following points:
one point of integration;
import of sections of the budget within two date
ranges, no other criteria will be available;
all GL actuals in the personnel GL account category
or be written to a custom entity created to store the
payroll actuals, but not both.
In scope:
Questica will create no more
than 1 point of integration
for the payroll actuals.
HR Data Sync. Automated facility to synchronize Personnel data or payroll system. This integration synchronizes:
New, deleted, and updated employees;
deleted, and updated positions;
employee-position relationships;
position-costing centre relationships. The
integration of profiles (bargaining units), grades,
steps, pay scales and benefits shall not be included
section of this Scope of Work. Notwithstanding
responses to Requests for Proposals or other
communications between Questica and The
Customer, the integration of custom chart field
items is not included unless expressly set out in the
In scope:Questica will create
no more than one
integration for Employees,
one for Positions, and one
for Position Allocations.
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 32 2.4. Capital Module
The Questica Budget Capital module is included in this installation.
Functional Area Description Statement of Work
Import Projects Configuration and data import of standard Questica Budget 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:
historical budget is to be loaded);
shared by, the Operating budget module;
The configuration data may optionally contain data
necessary to:
In scope
Import Initial Budget Import the current/future capital budget from data import workbooks:
and Funds
... by Project.
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.
Import Historic
Budgets
Import prior years' capital 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.
In scope:
Questica will import 2 prior
years' budgets.
Import Actuals
Transactions
Import capital actuals transactions from data import
workbooks.
Customer task:
The Customer can add their
historical data manually, or
using Questica Budget's
Excel® export/import
feature, or with an
automated integration.
Import Initial
Statistical Budget
Import the current/future capital statistical budget
from data import workbooks: statistical
budget line items at the statistical account level...
by Project
Customer task:The
Customer will enter their
statistical budget data using
Questica Budget's user
interface or Excel®
export/import feature.
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 33 Import Historic
Statistical Budgets
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.
Customer task:
The Customer can add their
historical statistical budget
data using Questica
Budget's user interface or
Excel® export/import
feature.
Import Statistical
Actuals Transactions
Import capital statistical actuals transactions from
data import workbooks.
In scope:
Questica will import 2 years
of actual costs. The
Customer can add older
actuals manually or using
Questica Budget's Excel®
import feature if desired.
Budget Export Automated facility to transfer the Capital module budget data from Questica Budget to The
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.
In scope:
Questica will create no more
than 1 point of integration
for the approved capital
budget.
Amended Budget
Export
Automated facility to transfer individual approved
amendments to the Capital module budget data,
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
In scope:
Questica will create no more
than 1 point of integration
for the capital project
budget amendments.
Actuals Import Automated facility to transfer actual data from The 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.
In scope:Questica will create
no more than 1 point of
integration for the capital
project actuals.
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 34 Statistical Budget
Export
Automated facility to transfer the Capital statistical
budget data from Questica Budget to a single target
system at the approved budget object/costing
centre level when invoked by a user.
Not in scope
Amended Statistical
Budget Export
Automated facility to transfer individual approved
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
Not in scope
Statistical Actuals
Import
Automated facility to transfer actual data from a
single source system to the Questica Budget Capital
statistics at a transaction level on a daily basis
when automatically scheduled; and/or on demand.
Not in scope
2.5. Reserved
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 responsibilty to plan, design, and roll-out the performance measurement program(s).
Functional Area Description Statement of Work
Measure Categories
and Units
Configuration of Performance Measures Categories
and Units, establishing those lookup values within
the system.
In scope:Questica will, with
the help of The Customer,
determine and configure the
Performance Measures
Categories and Units,
establishing those lookup
values within the system.
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 35 Measures Configuration of the initial set of performance measures.
In scope:
Questica will import the
initial set of performance
measures, to a limit of 4
hours of consulting.
Scorecards Configuration of the initial set of performance measurement scorecards, and including them on
dashboards.
In scope:
Questica will, with the help
of The Customer, create the
initial set of scorecards, to a
limit of 4 hours of
consulting.
Measure Actuals
Import
Automated facility to load actual data from The
Questica Budget performance measures module on
a scheduled basis; and/or on demand. Users can
add measure actuals data not available through an
automated interface through the user interface or
using Excel® export/import.
In scope:
Questica will create no more
than 1 point of integration
for measure actuals
(multiple sources may be
appended to the same file in
a single coherent format).
2.7. OpenBook and Budget Book Studio
add-in.
Functional Area Description Statement of Work
System
Administration
General configuration of OpenBook Core to set the
look-and-feel, captions, and add users.
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.
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 36 Configuration of
Questica Budget
Configure ad hoc views in Questica Budget as a
convenient source of source of OpenBook Core
data.
In scope:Questica will, with
the help of The Customer,
configure up to 3 ad hoc
views as a source of data for
OpenBook Core. The
Customer is able to
configure as many
additional ad hoc views as
required.
Configuration of
OpenBook Core
Visualizations
The Customer is able to add multiple
Each dataset is displayed according to a template
selected from a library of visualization styles. The
Customer is also able to add their own stories with
In scope:
A Questica consultant will
assist in configuring
OpenBook Core
hours of consulting time
(additional services can be
purchased at Questica's
standard hourly rate).
Configuration of
Budget Book Studio
The Customer is able to add multiple budget books
to their OpenBook site following their approval
are built with a Customer defined layout of data
tables, reports, paragraphs of text, images, charts,
newcomers to OpenBook.
funds, and departments.
structures.(Note: Budget Book is not suitable for
arbitrary data mapping, complex (re)calculation of
values, and/or reporting of budget using roll-ups
and segments other than those by which the budget
is built and managed in Questica Budget.)
Questica Budget. *
requested changes to standard format.
nce on completing tasks, including:
o manual input of values deemed non-
automatable;
o insertion of unstructured data from files such as
images, maps, award certificates, and charts;
o sharing experience of layout and content
options.
configuration and content
authoring assistance.
* Where the source system is not Questica Budget,
The Customer is responsible for providing clean,
well organized data in CSV file for upload.
In scope:
A Questica consultant will
assist in configuring the first
budget book, over a period
not exceeding 8 weeks to a
limit of 40 hours of
consulting time (additional
services can be purchased
at Questica's standard
hourly rate).
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 37 Content Authoring
and Editorial
Services
Authoring text and generating image (photo,
graphic, map, chart, etc.) content for budget
book(s).
Customer task
Import from
Questica Budget
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.
In scope
Import from CSV
Files
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 load and
configure datasets from CSV
files.
2.8. Training
Functional Area Description Statement of Work
Online Resources Questica maintains a substantial library of online training courseware. Having signed-up with a valid Customer email address, all material is available to all users during and after the implementation.
Training Approach Questica's standard training model is to train the trainers/advanced users within The Customer's organization in all implemented aspects of the application. Training scope, s
training Questica's PM will field outstanding questions after the scheduled viewing.
-up to a
video or presentation of the entire course.
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 38 Training Schedule 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 Budget.
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
Videos/eLearning
Courseware
Instructional on-boarding videos tailored to The
Customer's process (one per module) or full
eLearning courseware (covering all modules) aimed
at end-users. This material will show general system
usage, and how to enter and query budgets.
Not in scope
Train-the-Trainer
Training Sessions
Training trainers, as well as advanced users and
application administrators, in the modules,
features, and processes implemented. Sessions
may cover the following topics:
anning Budgeting Module
. Questica's PM will work with The Customer's
project lead to ensure this training is focused where
needed.
Training for the following occur as part of their
implementation process and is NOT part of this
scope item:
In scope:
This scope of work includes
up to 7 training sessions
including preparation time.
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 39 Train-the-User
Training Sessions
Training end-users to use the modules, features,
and processes implemented.
Customer task
2.9. Reserved
2.10. Reserved
2.11. Customizations
2.11.1. Custom Business Rules (CBRs), Modifiers, User Interface The following customizations are included within this Statement of Work:
- Payroll Integration - Ability to extract year-to-date actual amount data from the Payroll module by employee position or group
*** Notes: Requirement 94 - Payroll Integration - Ability to extract year-to-date actual amount data from the Payroll module by employee position or group
- Payroll Integration - Ability to access data from the Payroll module to create what-if analysis for labor negotiation and budget preparation purposes (e.g., impact of a 5% pay increase)
*** Notes: Requirement 95 - Payroll Integration - Ability to access data from the Payroll module to create what-if analysis for labor negotiation and budget preparation purposes (e.g., impact of a 5% pay increase) - Payroll Integration - Custom view to access data
*** Notes: Requirement 95 - Payroll Integration - Custom view to access data - Integration - Grant Accounting - Ability to establish a budget for grants in the Grant Accounting module that will roll up to the main operating budget subtotals *** Notes: Requirement 97 - Integration - Grant Accounting - Ability to establish a budget for grants in the Grant Accounting module that will roll up to the main operating budget subtotals - Integration - Grant Accounting - Exporting grants budget data *** Notes: Requirement 97 - Integration - Grant Accounting - Exporting grants budget data - Integration - Fixed Assets - Ability to pull vehicle/asset replacement budgets based on the end-of-life date and replacement cost from the Fixed Assets module *** Notes: Requirement 98 - Integration - Fixed Assets - Ability to pull vehicle/asset replacement budgets based on the end-of-life date and replacement cost from the Fixed Assets module - Integration - Electronic Content Management System - Ability to integrate with Laserfiche
*** Notes: Requirement 101 - Integration - Electronic Content Management System - Ability to integrate with Laserfiches
CBR/Action: Requirement Integration - COA edits in ERP auto synch into Euna Budget *** Notes COA edits in ERP to auto synch into Euna Budget April 29, 2025
Item #1 Page 321 of 460
Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 40 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, Custom Ad Hoc Entities and Custom Dashboards This Statement of Work does not include the development of custom reports or ad hoc entities.
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.
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
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 Statement of Work.
2.11.5. Warranty
3.0. Project Management
3.0.1. Questica Project Management Responsibilities
1. Coordinating the development of the project plan in consultation with The Customer project manager and team members.
2. Ensure the timely execution of Questica's deliverables.
3. Ensuring that members of The Customer team are sufficiently educated in the Questica Budget application understand the implications of initial design decisions.
4. 5. Providing regular progress status reports to the key team members.
6. Advising The Customer of the impact on the expected delivery dates of any Questica or Customer deliverable is advanced or delayed.
7. Tracking issues through an issue log.
8. 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.
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 41 4. Ensuring the timely execution of The
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
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.
c. An overview of the advantages and, if present, disadvantages of the proposed configuration and customizations.
d. Documentation of the agreed configuration and customizations. e. The preparation of data import templates consistent with the agreed configuration and customizations.
f. The completion by The Customer of the data import templates. g. The import by Questica of the data import templates. h. Customer approval of the imported Questica Budget structures and data. i. 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. j. Training in the creation of (ad hoc) views, and ad hoc print reports using Microsoft Report Builder 3.0.
k. 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. l. The preparation of change orders and specification for any custom reports not detailed in this Statement of Work.
m. The development by Questica of any required custom reports, whether detailed in this Statement of Work or added to the scope through a change order. n. The testing and acceptance of custom reports and report views. o. The deployment of custom reports and report views.
p. The development of an integration strategy for updating the Questica Budget database with actual result data from the financial system and the passing of budget data into the financial system.
q. 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. r. The development by Questica of:
i. integration components which transform budget data prior to updating the financial system;
ii. integration components which transform actual result data prior to updating the Questica Budget database;
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 42 iii. integration components required to initiate the execution of integrations. s. The deployment of all integration components.
t. The testing and acceptance by The Customer of the integration components.
4. Customer Resources
1. The requirement for Customer resources is variable with:
a. The duration of the project.
b. The degree of internal Customer consultation.
c. The level of internal Customer agreement.
d. The number of customizations.
e. The familiarity of Customer staff with their General Ledger, ERP, HR, and other 3rd party systems.
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 43 EXHIBIT C
HOSTING, MAINTENANCE, TECHNICAL SUPPORT SERVICES
(A) Hosting Services. EUNA shall provide technical support and the associated hardware infrastructure to maintain the various EUNA databases in a hosted environment. This includes performance tuning, database backups, disaster recovery availability, applying software upgrades and patches at the direction of the Customer, performing 24X7 server monitoring. Hosting Services do not include:
I. Testing customizations during an upgrade
II. Restoring a database backup required because of a Customer error III. Migrating data or reports among instances (example: from training or testing to production) EUNA may at its sole discretion, periodically make reasonable modifications or changes to the Hosting Services provided.
Customer is responsible for ensuring that its personnel have sufficient training to attain and maintain competence in the operation of the Software.
Monday through Friday, 8:00am through 8:00pm, Eastern Standard Time on Business Days. Extended coverage is available for an additional fee. EUNA 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, EUNA will provide enhancements, modifications or upgrades to the Software as EUNA may from time to time make available to its Customers generally Updates New Product
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, EUNA will provide assistance in the testing of any site-specific customizations. EUNA will provide a quote for any required rework associated with customizations resulting from the upgrade.
(C) Technical Support Services. EUNA 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 EUNA supplied integrations that have not been modified by the Customer. 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:
I. Custom programming services;
II. On-site support;
III. Customer developed interfaces, API interactions, or customizations; IV. Customer developed reports;
V. End-User training or re-training;
VI. Customer hardware or network issues;
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 44 VIII. Changes to EUNA developed custom reports or Permitted Customizations (including EUNA supplied custom business rules or customized user screens) that are outside the scope of the accepted specification, Statement of Work, or agreement amendments.
IX. Corrections to EUNA 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 Customer server modifications/replacement, or changes by upgrades or changes to the integrated financial system software or hardware.
EUNA may at its sole discretion, periodically make reasonable modifications or changes to the Technical Support Services and/or Product Maintenance Services provided.
Customer is responsible for ensuring that its personnel have sufficient training to attain and maintain competence in the operation of the Software.
through 8:00pm, Eastern Standard Time on Business Days. Extended coverage is available for an additional fee.
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SERVICE LEVEL METRICS FOR CLOUD-BASED SERVICES IN A PRODUCTION ENVIRONMENT The following table sets out the Service Level Metrics applicable to the cloud-based Services.
Service Level
Metric
Description
Metric Remedy / Remedial
Action
1. Availability Metric:
Measurement Period: Monthly
Measurement:
-based Service in
any month equals the following number divided by the
number of minutes in the month and multiplied by 100: the difference between the number of minutes in the month
and the minutes of Down Time for the month.
all periods of time during that month when any of the
following events are occurring other than as a result of Scheduled Maintenance: (i) the cloud- based Service
cannot be accessed by any User; (ii) the performance of the cloud-base Service is materially compromised; or (iii) the Subscriber is unable to use the cloud-based Service to access the Subscriber Data; (iv) a critical function with the cloud-based service is unavail able or is materially compromised.
conducted by Vendor: (i) between 12:00 a.m. and 5 :00
a.m. (local time in Burlington, Ontario) or (ii) during any maintenance period for which the Subscriber has been
given written notice at least three (3) Business Days in advance of the first day of the maintenance period
(provided that the maintenance period does not last longer than 24-hours in total).
For failing to meet this
Service Level Metric,
the Vendor will
provide to the
Subscriber a credit
equal to 10% o f the
value of the
Subscribed Service
Fees for the month in
which the Service
Level is not achieved.
The waiving of this
credit shall be based
at the Subscriber
discretion in writing.
2. Restore Time Metric: No single period of Down Time will last longer than four (4) hours.
Measurement:
A period of Down Time begins at the earlier of the
following times: (i) when Vendor becomes aware of the
outage or partial outage through its own monitoring
reports the outage to Vendor.
A period of Down Time ends when: (i) the cloud-based
Service is functioning in substantial accordance with its specifications; and (ii) the Subscriber confirms that it is able to access the affected cloud-based Service and use the cloud-based Service to access the Subscriber Data.
See Remedy /
Remedial Action for
Service Level Metric
#1 (Availability)
3. Incident
Response
Metric: Incident Response Time Targets Met 100%
Measurement Period: Monthly
Measurement: Incident Response Time starts at the
time an incident is reported by the Subscriber via the
For failing to meet this
Service Level Metric,
and provided the
Vendor fails to meet
the response Time
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Service Level
Metric
Description
Metric Remedy / Remedial
Action
Incident Response Time ends when: (i) the Vendor
starts work on the ticket; and (ii) when the Vendor
acknowledges receipt of the ticket.
Targets on more than
one incident in a given
month, the Vendor will
provide to the
Subscriber a credit
equal to a percentage
of the value of the
Subscribed Service
Fees for the month in
which the service level
metric was not met
based on incident
priority:
Priority 1 10%
Priority 2 5%
Priority 3 3%
Priority 4 3%
The waive of this
credit shall be based
at the Subscriber
discretion in writing.
4. Incident
Resolution
Metric:
Measurement Period: Monthly
Measurement: Incident Resolution Time starts at the time an incident is reported by the Subscriber
incident reporting system.
Incident Resolution Time ends when: (i) a solution has been provided and implemented that resolves the
reported incident; or (ii) a work-a- round acceptable to the Subscriber is provided that provides a temporary solution to the reported incident; or (iii) a time frame for
implementation of the solution to the reported incident has been established that is acceptable to the Subscriber.
The Vendor will work
with the Subscriber to
determine why agreed
service levels have
not been met and will
take all reasonable
corrective actions.
5. Disaster
Recovery
Metric: Disaster Recovery Target Met
Measurement Period: Any Disaster Event
Measurement: If there is an disaster, the application will be recovered within twenty- four (24) hours. Disaster
Recovery Time starts when a disaster event is
encountered that critically impacts the application.
Disaster Recovery Time e nds when services have been
restored.
For failing to meet
this Service Level
Metric, Vendor will
provide to the
Subscriber a credit
equal to 20% of the
Subscribed Service
Fees for the
applicable month.
6. Mean Time
Between
Incidents
Metric: Mean
Measurement Period: Quarterly
The Vendor will work
with the Subscriber to
determine why agreed
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Service Level
Metric
Description
Metric Remedy / Remedial
Action
Measurement: The average time between the reporting
of a P1 or P2 incident and the reporting of the next P1 or P2 incident
service levels have
not been met and will
take all reasonable
corrective actions.
7. Return any
Request for
Support made
within defined
Business
Hours
Metric:
Return any Request for Support made within
defined Business Hours
Measurement Period: Quarterly
Measurement: The average time to return any request for support is two (2) hours.
The Vendor will work
with the Subscriber to
determine why agreed
service levels have
not been met and will
take all reasonable
corrective actions.
Under no circumstances will the credits or penalties resulting from a single event be compounded. The Subscriber will at its sole discretion, determine which Service Level Metric is to be enforced for a single event.
PERFORMANCE MONITORING
The following table sets out a number of Services Agreement -specific KPIs.
Key Performance Indicator Metric Remedy / Remedial Action
1. CPU Usage CPU Usage will not exceed
75% on more than 5
occasions in a month
The Vendor will work with the
Subscriber to determine why
agreed service levels have not
been met and will take
corrective actions.
2. RAM / Memory Usage Memory Usage will not exceed
75% on more than 5
occasions in a month
The Vendor will work with the
Subscriber to determine why
agreed service levels have not
been met and will take
corrective actions.
3. Page Faults No more than 5 page faults
per second on more than 5
occasions in a month
The Vendor will work with the
Subscriber to determine why
agreed service levels have not
been met and will take
corrective actions.
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AD
DITIONAL TERMS
Incident(s) Is an event that is not part of normal operations that disrupts an operational process or processes. An incident may involve the failure of a feature or service that should have been delivered or some other type of operation failure.
The Vendor will communicate with The Subscriber throughout the resolution period for P1 and P2 incidents, ensuring that The Subscriber is aware of the estimated Resolution Time, and if they expect the resolution to exceed the Target Resolution Time. The Vendor will make Best Efforts to resolve P1 and P2 within the respective Resolution Time Targets.
The Vendor will complete a root cause analysis and report the results to The Subscriber within one week of the resolution date for all P1 and P2 incidents.
The Vendor will provide a Preventative Action report to The Subscriber within two weeks of the resolution date for all P1 and P2 incidents, outlining the steps to be taken to prevent a similar incident from happening again.
A Permanent Fix for all P1 and P2 incidents will be delivered within three months of the date the incident is resolved.
Incident Priority Level Definitions
Priority Level
Description Response
Time
Resolution
Time
Target
1 The Incident has caused loss of a
service to a business- critical
operation or
workgroup. Productivity loss of
affected parties is extreme or
absolute. Productivity and/or
financial loss of affected business
operations are significant and
business processes or system
functionality is seriously affected.
1 Hour 4 Hours
2 The Incident has caused a severe
reduction of a service, reduced
stability and/or performance
issue related to a business-
critical service. Productivity
and/or financial loss of affected
business operations are
significant and business
processes or system functionality
is seriously affected.
2 Hours 8 Hours
3 An incident has been reported
affecting a non- critical service
and business operations can
continue with minimal disruption
to business operations.
1 Business
Day
Next
Upgrade or
Point
Release
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Priority Level
Description Response
Time
Resolution
Time
Target
4 An incident has been reported
affecting a non-critical IT service
and business operations can
continue with no disruption to
business operations.
1 Business
Day
A Future
Upgrade or
Point
Release
Business Hours Are defined as 8:00am to 8:00pm, Monday to Friday local-time to Burlington, Ontario
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EXHIBIT E
IT ADDENDUM TO CONTRACTOR AGREEMENT FORM
Euna Solutions, Inc. ntractor
agreement provided by the Contractor. Nevertheless, the parties agree that this addendum is a part of
1. Independent Contractor. In its performance under this Agreement, the Contractor and the agents and employees of Contractor act and will act in an independent capacity and not as an agent or employee of the City.
2. Inapplicable Terms. Because the City cannot accept certain standard clauses that may appear in the Agreement as a matter of law and policy, the Contractor agrees that no provision described below which appears in the Agreement shall be of any force and effect against the City:
a. Requiring the City to obtain or maintain any form of insurance. b. Renewing or extending the Agreement beyond its initial term or duration other than by mutual agreement of the parties.
c. Requiring or stating that the terms of this Agreement, or the terms of the Contractor
, shall prevail over the terms of this addendum
in the event of conflict.
d. Requiring the City to indemnify, defend, or hold the Contractor harmless against claims of any kind or nature.
e. Requiring the application of laws other than California law in interpreting or enforcing the Agreement, including this addendum, or requiring or permitting litigation arising under the Agreement in the courts of any state other than California, nor any venue other than San Diego County.
f. Requiring the City to pay liquidated damages , indirect, special, punitive, incidental or consequential damages, including without limitation lost profits, lost revenue, lost business opportunities, loss of data, interruption of business, regardless of the theory of liability, even if City has been advised of the possibility of such damages. g. Requiring the City to pay any type of contract termination fee h. Disclaiming negligence in violation of public policy. i. Permitting unilateral modification of this Agreement by the Contractor or deeming the City to agree to a modification by means other than affirmatively signing a modification to the Agreement.
j. Requiring the City to engage in binding arbitration. k. Obligating the City to pay court costs, costs of collection, or attorneys fees.
l. Requiring the City to withhold information from the public contrary to the requirements of the California Public Records Act (CA Government Code § 6250 et seq. ) and the California Civil Discovery Act (California Code of Civil Procedure § 2016.010 et seq.). m. Requiring City to provide notice prior to disclosure of government records subject to April 29, 2025
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o.
written notice to Contractor.
3. Technology Terms and Conditions. In addition, the Agreement is hereby amended to include the following Information Technology Terms and Conditions:
a. Sensitive Information. In instances where any agreement, purchase order, or Scope of Work is for the provision of Public Cloud Services where sensitive data may be exchanged, Contractor shall provide an independently certified System and Organization Controls (SOC) 2 Type 2 Audit Report or a SOC Cybersecurity Report or equivalent certification for all parties to the Agreement and annual updates during the term of the Agreement.
b. Data Location and Ownership. The Contractor shall provide its services to the City and its end users solely from data centers in the continental United States. Storage of City Data at rest shall be located solely in data centers in the United States. Contractor will notify the City of any plans to relocate its hosted services to another data center.
Contractor shall not allow personnel or subcontractors to store City Data on portable devices, including personal computers, except for devises that are used and kept only at its U.S. data centers. The Contractor shall permit its personnel and subcontractors to access City Data remotely only as required to provide technical user support or other customer support. The City will own all right, title and interest in City Data that is related to the services provided by this Agreement.
c. Data Protection. Contractor shall ensure there is no inappropriate or unauthorized use of City Data at any time. To this end, Contractor shall safeguard the confidentiality, integrity, and availability of City Data within its control using security technologies and techniques in accordance with standard industry practices for such data. In no event may action or inaction result in any situation that is less secure than the security Contractor provides for its own systems and data. d. Data Breach Responsibilities. This section only applies when there is a confirmed breach, or if the city proactively asks if there has been a breach of City Data within the possession or control of Contractor. Contractor shall: (1) promptly notify City within 24 hours or sooner by telephone, unless shorter time is required by applicable law; (2) cooperate with the City as reasonably requested by the City to investigate and resolve the data breach and provide daily updates; (3) quarantine the data breach and ensure secure access to City Data; (4) promptly implement necessary remedial measures; and (5) document responsive actions taken related to the data breach. e. Background Checks. As permitted or required by law, the Contractor shall conduct criminal background checks and not utilize any staff, including subcontractors, to fulfill the obligations of the Agreement who have been convicted of any crime of dishonesty, April 29, 2025
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The Contractor shall promote and maintain an awareness of importance of securing Contractor
f. I
nformation Technology Access. All electronic and information technology procured through this Agreement must meet the applicable accessibility standards of Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d) as amended and is viewable at http://www.section508.gov, unless an exception applies. Further, the Contractor assures the City that the Contractor complies with the American with Disabilities Act of 1990 (42 US.C. 12101 et seq .), including the Department of Justice final rule revising the regulation implementing title II of the Americans with Disabilities Act to establish specific requirements, including the adoption of specific technical standards, for making accessible the services, programs, and activities offered by State and local government enti
wh
ich becomes effective June 24, 2024 (89 FR 31320.), unless an exception applies.
And in accordance with California Government Code Section 7405(b), the Contractor shall have the ongoing obligation to promptly respond to and resolve any complaint regarding accessibility that is brought to the attention of the Contractor.
4. Limitation on Liability to Contractor for any cause
whatsoever arising out of or relating to this Agreement, and regardless of the theory of liability shall be limited to the total fees paid or payable by City to Contractor for the twelve- month period immediately preceding the date the cause of action arose. The existence of more than one claim shall not expand such limit. This limitation will apply notwithstanding any failure of any essential purpose of any limited remedy. ///
///
///
///
///
///
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5. IN WITNESS WHEREOF, the parties have obtained all necessary approvals and have caused the Agreement and this addendum to the Agreement to be executed by their duly authorized representatives.
Executed by EUNA this___________ day of _______________________, 2025.
EUNA SOLUTIONS, INC., a Delaware
corporation
CITY OF CARLSBAD, a municipal corporation of
the State of California
By: By:
(sign here) City Manager
(print name/title)
ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Faviola Medina
Director of Constituent & Clerk Services
(print name/title)
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
Deputy City Attorney
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Exhibit F
CITY OF CARLSBAD
INSURANCE REQUIREMENTS
1.0 INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of Cal -admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report.
1.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured.
1.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an 1,000,000
per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
1.1.2 Automobile Liability. If the use of an automobile is involved for Contractor's work for City, $1,000,000 combined single-limit per accident for bodily injury and property damage.
1.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this.
1.1.4 Professional Liability.
profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work.
1.1.5 Cyber Liability Insurance . At all times during the performance of work under this Agreement and for sixty (60) months following the date of Agreement termination, the Contractor will carry and maintain, at its own expense, Cyber Liability insurance with limits of not less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate.
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1.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions:
1.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City.
1.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage.
1.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and
1. 2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement.
1.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City.
1.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement.
1.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements.
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ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
INSR ADDL SUBR
LTR INSD WVD
DATE (MM/DD/YYYY)
PRODUCER CONTACT
NAME:
FAXPHONE
(A/C, No):(A/C, No, Ext):
E-MAIL
ADDRESS:
INSURER A :
INSURED INSURER B :
INSURER C :
INSURER D :
INSURER E :
INSURER F :
POLICY NUMBER
POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY)
AUTOMOBILE LIABILITY
UMBRELLA LIAB
EXCESS LIAB
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE $
DAMAGE TO RENTED
CLAIMS-MADE OCCUR $PREMISES (Ea occurrence)
MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $
PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT
OTHER: $
COMBINED SINGLE LIMIT $(Ea accident)
ANY AUTO BODILY INJURY (Per person) $
OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $
OCCUR EACH OCCURRENCE $
CLAIMS-MADE AGGREGATE $
DED RETENTION $ $
PER OTH-
STATUTE ER
E.L. EACH ACCIDENT $
E.L. DISEASE - EA EMPLOYEE $
If yes, describe under
E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC #
COMMERCIAL GENERAL LIABILITY
Y / N
N / A
(Mandatory in NH)
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
CERTIFICATE HOLDER CANCELLATION
© 1988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03)
CERTIFICATE OF LIABILITY INSURANCE
Lockton Companies, LLC
DBA Lockton Insurance Brokers, LLC in CA
CA license #0F15767
8110 E Union Ave., Ste. 100
Denver CO 80237
[email protected]
Euna Solutions, Inc.
363 W. Erie St, Floor 7
Chicago, IL 60654
StarNet Insurance Company 40045
Associated Industries Insurance Co, Inc. 23140
Berkley National Insurance Company 38911
HDI Global Specialty SE 40041
X
X
X Deductible: $0
1,000,000
1,000,000
15,000
1,000,000
2,000,000
2,000,000
X X
1,000,000
XXXXXXX
XXXXXXX
XXXXXXX
Comp./Coll Ded. 1,000
X
$0
5,000,000
5,000,000
XXXXXXX
N
X
1,000,000
1,000,000
1,000,000
Primary Tech E&O/Cyber/PL
Excess Tech E&O/Cyber
$5M SIR: $50K
$5,000,000 xs $5,000,000 - $0 SIR
A TCP 7022821-11 6/30/2024 6/30/2025
A TCP 7022821-11 6/30/2024 6/30/2025
C AES1234121-00 6/30/2024 6/30/2025
D FRH-H-CT-00000758-01 6/30/2024 6/30/2025
A TCP 7022821-11 6/30/2024 6/30/2025
B TWC 7022822-12 6/30/2024 6/30/2025
6/30/2025
1526895
N N
N N
N N
N
4/17/2025
N N
21657983
21657983 XXXXXXX
City of Carlsbad
1635 Faraday Ave
Carlsbad, CA 92008
Tech E&O liability is included in the Professional liability policy* City of Carlsbad is included as Additional Insured as respects General Liability if required by written contract. Coverage is Primary and Non-Contributory.
X X
See Attachment
April 29, 2025
Item #1 Page 338 of 460
Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Policy Number: TCP 7022821-11
A.
Equipment
L. Duties in the Event of Occurrence,
Offense, Claim or Suit
B.
or Lessors of Premises
M. Expected or Intended Injury or
Damage (Property Damage)
C. Additional Insured - Primary and
N. Damage to Premises Rented To You
Non- contributory
D. O. Medical Payments
E.
P. Non-owned Aircraft
Agreement
F. Aggregate Limit Per Location Q. Non-owned Watercraft G. Amateur Athletic Participants R. Newly Acquired or Formed Organizations H. Bodily Injury Definition S. Supplementary Payments
I. Broadened Named Insured T. Unintentional Omission
J.
U. Waiver of Subrogation - Blanket
Customer Goods, Use of Elevators
K. Good Samaritan Services
A. ADDITIONAL INSURED - LESSORS OF LEASED EQUIPMENT
Under Section II - Who Is An Insured, the following is added:
omissions in the maintenance, operation or use by you of equipment leased to you by such equipment lessor. committed after the equipment lease expires.
B. ADDITIONAL INSURED - OWNERS, MANAGERS OR LESSORS OF PREMISES Under Section II - Who Is An Insured, the following is added:
Any person or organization that is a premises owner, manager or lessor is an insured, but only with respect to liability arising out of the ownership, maintenance or use of that part of any premises leased to you.
The insurance provided to such premises owner, manager or lessor does not apply to:
1. or
2. Structural alterations, new construction or demolition operations performed by or on behalf of such premises owner, manager or lessor.
CG 83 60 12 19 Includes copyrighted material of Insurance Page 1 of 6 Services Office, Inc., with its permission.
COMMERCIAL GENERAL LIABILITY
CG 83 60 12 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
GENERAL LIABILITY EXTENSION FOR TECHNOLOGY
COMPANIES ENDORSEMENT
This Endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE FORM
This endorsement broadens coverage. The following schedule of coverage extensions is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement along with your entire policy carefully to determine the extent of coverage afforded.
SCHEDULE OF COVERAGE EXTENSIONS
Attachment Code: D617821 Certificate ID: 21657983
April 29, 2025
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 C. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY
The following is added to theOther Insurance Condition and supersedes any provision to the contrary:
This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that:
1. The additional insured is a Named Insured under such other insurance; and
2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured.
D. ADDITIONAL INSURED - VENDORS
Under Section II - Who Is An Insured, the following is added:
Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for agreement; and
The insurance provided to such vendor is subject to the following provisions:
1. The limits of insurance provided to such vendor will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less.
2. The insurance provided to such vendor does not apply to:
a. Any express warranty not authorized by you;
b.
c. Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of part under instructions from the manufacturer, and then repackaged in the original container;
d. Any failure to make such inspections, adjustments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or e. Demonstration, installation, servicing or repair operations, except such operations performed at such f.
container, part or ingredient of any other thing or substance by or on behalf of such vendor.
Coverage under this provision does not apply to:
container entering into, accompanying or containing such products; or
2. Any vendor for which coverage as an additional insured specifically is scheduled by endorsement.
E. ADDITIONAL INSURED - WRITTEN CONTRACT OR AGREEMENT
Under Section II - Who Is An Insured, the following is added:
Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an agreement; and
2. Is caused, in whole or in part, by your acts or omissions in performance of your ongoing operations to which that contract or agreement applies or the acts or omissions of any person or organization performing such operations on your behalf.
The limits of insurance provided to such insured will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less.
F. AGGREGATE LIMIT PER LOCATION
1. Under Section III - Limits Of Insurance,the following is added:
you.
Services Office, Inc., with its permission.
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927
2. Under Section V - Definitions, the following is added:
interrupted only by a street, roadway, waterway or right-of-way of a railroad.
G. AMATEUR ATHLETIC PARTICIPANTS
Under Section II - Who Is An Insured, the following is added:
Any person representing you while participating in amateur athletic activities that you sponsor. However, no such person is an insured for:
1. a.
that you sponsor; or
b. You, any partner or member (if you are a partnership or joint venture), or any member (if you are a joint venture, or limited liability company); or
2. or over which physical control is being exercised for any purpose by:
a.
b. You, any partner or member (if you are a partnership or joint venture), or any member (if you are a joint venture, or limited liability company).
H. BODILY INJURY
Under Section V - Definitions
a person, if directly resulting from physical injury, sickness, or disease sustained by that person.
I. BROADENED NAMED INSURED
Under Section II - Who Is Insured, the following is added:
Any person or organization named in the Declarations and any organization you own, newly acquire or form, other than a partnership, joint venture, or limited liability company, and over which you maintain more than 50% of the interests entitled to vote generally in the election of the governing body of such organization will qualify as a Named Insured if there is no other similar insurance available to such organization until the end of the policy period.
Coverage under this provision does not apply to any person or organization for which coverage is excluded by endorsement.
ELEVATORS
1. Under Section I - Coverages, Coverage A, Bodily Injury and Property Damage Liability, paragraph 2., Exclusions, itemj., Damage To Propertyis amended as follows:
a. The exclusion for personal property in the care, custody or control of the insured does not apply to anyone to perform operations at the time of loss.
b. The exclusions for:
(1) Property loaned to you;
(2) Personal property in the care, custody or control of the insured; and was incorrectly performed on it;
2. 3. Under Section V - Definitions, the following is added:
a. Repaired; or
CG 83 60 12 19 Includes copyrighted material of Insurance Page 3 of 6 Services Office, Inc., with its permission.
Attachment Code: D617821 Certificate ID: 21657983
April 29, 2025
Item #1 Page 341 of 460
Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 b. Used in your manufacturing process.
4. Under Section IV - Commercial General Liability Conditions, the insurance afforded by this provision is excess over any other valid and collectible property insurance (including any deductible) available to the insured whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions.
K. GOOD SAMARITAN SERVICES
1. Under Section II - Who Is Insured, paragraph 2., itemd., the following is added:
This exclusion does not apply to your employees or volunteer workers, other than an employed or
2. Under Section V - Definitions, the following definition is added:
demanded or received.
L. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV - Commercial General Liability Conditions, paragraph 2., Duties In The Event Of Occurrence, Claim or Suitis amended to include the following:
1. The requirements that you must:
a.
b.
known to:
(1) You, if you are an individual;
(2) A partner, if you are a partnership;
(3) An executive officer of the corporation or insurance manager, if you are a corporation; or (4) A manager, if you are a limited liability company.
2. later develops into a liability claim for which coverage is provided by this policy. However, as soon as you compensation claim, you must comply with the Duties In The Event Of Occurrence, Offense, Claim Or Suit Condition.
M. EXPECTED OR INTENDED INJURY OR DAMAGE (PROPERTY DAMAGE) Under Section I - Coverages, Coverage A, Bodily Injury And Property Damage Liability, paragraph 2., Exclusions, itema., Expected Or Intended Injury, is deleted and replaced by the following:
a. Expected or Intended Injury
force to protect persons or property.
N. DAMAGE TO PREMISES RENTED TO YOU
If damage to premises rented to you is not otherwise excluded from this policy or coverage part, then the following provisions apply:
1. The last paragraph under 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability is deleted and replaced by the following:
Exclusions c. through n.
automatic fire protective systems to premises while rented to you or temporarily occupied by you with the permission of the owner, including the contents of premises rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to this coverage as described inSection III - Limits Of Insurance.
2. The paragraph immediately after Sub-paragraphj.(6) of Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liabilityis deleted and replaced by the following:
Paragraphs (1), (3) and (4)
including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described inSection III - Limits Of Insurance.
Services Office, Inc., with its permission.
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April 29, 2025
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927
3. Paragraph 6. of Section III - Limits Of Insuranceis deleted and replaced by the following:
6. Subject to Paragraph 5. above, the greater of:
a. $500,000; or
b. The Damage To Premises Rented To You Limit shown in the Declarations; is the most we will pay under CoverageA
automatic fire protective systems, while rented to you or temporarily occupied by you with permission of the owner, including the contents of such premises rented to you for a period of seven or fewer consecutive days.
4. Subparagraph b.(1)(a)(ii) of Paragraph 4. Other Insurance of Section IV - Commercial General Liability Conditions is deleted and replaced by the following:
(ii) That is fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems insurance for premises rented to you or temporarily occupied by you with permission of the owner, or for personal property of others in your care, custody or control;
5. Subparagraph a. of Definition9. "Insured contract" of Section V - Definitionsis deleted and replaced by the following:
a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract".
6. As used in this provision "smoke" does not include smoke from agricultural smudging, industrial operations or a "hostile fire".
O. MEDICAL PAYMENTS
1. Under Section I - Coverages, Coverage C, Medical Payments, paragraph 1., Insuring Agreement, the requirement that expenses are incurred and reported to us within one year of the date of the accident is changed to three years.
2. The Medical Expense Limit is $15,000 per person or the amount shown in the Declarations as the Medical Expense Limit, whichever is greater.
3. This provisionO. does not apply if Coverage C, Medical Payments, is otherwise excluded either by the provisions of the Coverage Form or by endorsement.
P. NON-OWNED AIRCRAFT
1. Under Section I - Coverages, Coverage A, Bodily Injury and Property Damage Liability, item2., Exclusions, itemg., Aircraft, Auto Or Watercraft, does not apply to an aircraft that is:
a. Hired, chartered or loaned with a paid crew; and
b. Not owned by any insured.
2. The insurance afforded by this provisionP. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the Commercial General Liability Conditions.
Q. NON-OWNED WATERCRAFT
1. Under Section II - Who Is Insured, is amended as follows:
To include as an insured for any watercraft that is covered by this policy, any person who, with your expressed or implied consent, either uses or is responsible for the use of a watercraft. However, no person or organization is an insured with respect to:
a.
b.
employer of any person who is an insured under this provision.
2. In the exception to theAircraft, Auto Or Watercraft exclusion under Coverage A, Bodily Injury And Property Damage Liability, the limitation on the length of a watercraft is increased to 75 feet.
3. The insurance afforded by this provisionQ. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the Commercial General Liability Conditions.
CG 83 60 12 19 Includes copyrighted material of Insurance Page 5 of 6 Services Office, Inc., with its permission.
Attachment Code: D617821 Certificate ID: 21657983
April 29, 2025
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Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 R. NEWLY ACQUIRED OR FORMED ORGANIZATIONS
Under Section II - Who Is An Insured, item3.a. is deleted and replaced by the following:
a. Coverage under this provision is afforded only until the end of the current policy period.
S. SUPPLEMENTARY PAYMENTS
Under Section I - Coverages, Supplementary Payments - Coverages A and Bis amended as follows:
1. The limit for the cost of bail bonds is amended to $2,500; and
2. T. UNINTENTIONAL OMISSION
Under Section IV - Commercial General Liability Conditions, paragraph 6., Representations, the following is added:
The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations.
U. WAIVER OF SUBROGATION - BLANKET
Under Section IV - Commercial General Liability Conditions, paragraph 8., Transfer of Rights of Recovery Against Others to Us the following is added:
We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations done under a written contract or agreement This waiver applies only to persons or organizations with whom you have a written contract, executed prior to
Services Office, Inc., with its permission.
Attachment Code: D617821 Certificate ID: 21657983
April 29, 2025
Item #1 Page 344 of 460
Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927