Agenda packet — City Council and Authorities Concurrent, July 9, 2024 (part 2 of 4)

The City maintains sole ownership of all data within the Questica database.

Questica Budget is a Commercial off the Shelf Solution (COTS) and as such, features and customizations are built into the core base of the software. Therefore, we cannot separate ownership of customizations from the core solution.

As per our License and Service Agreement, we would like to replace with:

2. OWNERSHIP AND COPYRIGHT. Questica is the owner of all intellectual property rights in the Work, related written materials, logos, names and other support materials provided pursuant to the terms of this Agreement. No title to the intellectual property in the Work or in any magnetic media or other physical media provided therewith is transferred to the Licensee by this Agreement.

Questica shall defend Licensee against any claim that the Work infringes a patent, copyright, trade-mark or other intellectual property right of any third party and Questica will pay resulting cost, damages and reasonable legal fees finally awarded, provided that i) Licensee promptly notifies Questica in writing of the claim; and ii) Questica has sole control of the defense and all related settlement negotiations.

If such claim has occurred or in Questica's opinion is likely to occur, Licensee agrees to permit Questica at its option and expense, either to procure for Licensee the right to continue using the Work or to replace or modify the same so that it becomes non-infringing without loss of functionality.

Questica shall have no obligation to defend Licensee or to pay costs, damages or legal fees for any claim based upon use of other than a current unaltered release of the Work, if such infringement would have been avoided by the use of a current unaltered release thereof.

The foregoing states the entire obligations of Questica with respect to infringement or proprietary or intellectual rights of third parties.
167
ATTACHMENT E= Cost Proposal
***Pl.ea.Eta N'ot:.a that the, below pricing does not. include the opti,ona.l Perfo:.:manc:.;,; Me!asw::ements Module. Should the City wish. the pur<;:hase this modul.e, licenses woul.d .:lost $15,CIO·O for. up to 10 w;er.s + $15,000 for Profasa±.onal. Servi.eea + $3,450 for Ma.i.nten~ca ~d Supp<;,rt .• **"'
***'id.thout
optiona..l
mqdule***
A TI.ACHl\1E:'<IT E.

Samp]e Coit PropoSlll FOl!'.IIUllt
COl\lf'E"SA TIO:t,l
TI1e CHY agrees to co111p,msate-the CONSULTAl\'T fot pron.>ssionat .seii'\'it'.es performed in acc-.i::m,tmce with lihe tentlll and cmiditions CJif ibis Agreern,mi:, and as ;;;;,t forth ln the bud_g.!t 5;d1ed.u!e below, establi;;;hlag a brot-to-exceed wi1ow1t. Additional servkes provkled shall be calc1.1I:uoo bawd .m, the hourly r-,ue Kitedule pm~·ide:d.

Tile fii:st year of ithe contiract shall iiitlt1de the c:osl: of aU professiomil ser-..•ic-es requfred for 111.,tallatlon, iil'.Lpletntmtatlon,. data con.\•ers:iot1, applii.,ation de.,•dopment, ttraitiing; and the fi,st year's '>\'atramy, ,nainte1lafic-,.;, :mp,po11 and any l!pplicahle license co;;tss The tompen..atfon to be pa.id lo CONSUlLTANT 1mder this Agreeme11t for all sen•kes described in Exhibit "A'' (''.Sc.ope ot S.erviee,q aoo. reimbuts0ble -expen;,e, ,hall not excec:d: S 2 3-5 , Q an _ CONSUL 'f ANl' ab>ree:S to complete all Scope of Servkes, lnduding rdmbl1f!lable ex.pen;;e.., wlthin this amOUitt. Ill the e\·ent. CITY autlio112es any Additional S.ervic..."S, tl.1e 1mix.imu.rn compensation :shall Dot e:xc~ the liooi"l)' rare per the agreemei1t Any w-ork perfom;e,l: or e.iqpe:nses incllfi'ed fot which pa1·1nent 'II•ou1<l re,mlt ln a total exceeding tile max.immn ati101:tt11: of i'..-.:inlpe~tion eret lotl!h. herein shall be. at no oo~t ta the ClTY.

CONSt)LTAh'T shaU perform the tasks and calegori~ ofv.'Drk as out.lined and budgeted 1,elow. Tile CID"s may approve in writing the i:ran:sfer of budget rut101.mr;i bet.veetl any of the fa.~ks or ~ate-£,orie.s Iiste-0 below provided the total cm)1~ru;ation. fur !he Scope of Se-rvices, indudiii_g tdmlmrsabfo-expccMeiL
**~***~****~~***~~*
License COUllit Se..rvices Prm•i,decl: Amount
-:Softwar~, Framework t---1-.-L-ic_e_n_s.,e __ -,.,-nd-,-M-a-ln-,t-e-na_n_· ,c_e_f_e_e_s ____ t-,-$-,,1..,2'"'5.-· ,-0"'. ""0""0,-. ----1 -50 opera ting Users ,___2_,_P_r_o·_fo_~_si_o_na_l_s_.,._rv_h:_·;,_~ ________ ~$_1_2_5_· _, O_O_O _ __. -50 Capital Users 1--------"a~.---'-f~as~·k~!"----------+-"'$ _____ _ -50 s,al.aries Users 1--------"b~, ...._l=a.~~k~2"----------+--"-$ _____ _ -Un.limited Bead. Onl+•-U:_s_@_r_s_· ._c~· ,_l_ .. a_.s~k_3 _________ -t~$...._ _____ --t -Al.lo~ations Modul.e1--_3~··'----'L~lc~-e~1,~si~'n~~...._ __________ ---+~$$ .. ~~~·~',-.~=-:,·~o----1

4. .A11;:;1.1al' Malnteriaoce '"" ,
DiaooW'l.t ($4.l., 750)
i. Position 1 Proj<;;.t:t. M.;,n.;.91;:r S/Hotir $200/Hr .2. l'osltionl Prof\;i!:,a;.icmal Ser11ic:es $1Holllr f;lZtW/Hr

3. l'o,.ition 3 De-.·~1,;,par ${Hour $200/H,

Page 35 ends

168
ATTACHME[';T Ii
Prop,,~e1·•s Information f'onn
Tc-kph,mc:

F.AX; ---~--t. -~; ~~:£). :.1 2 ::1-2; :-, :. 4
F'mpi>.ser. ifsekcii:d. intends t•) carry on ,he businc,~s as (i:hcck i;,nft lnct,,,idual
foint Venture
i.: P::ir1m~1,hip
(;;_..;_ C.nrp<~rut.ion
i · G,wcn-mii•nial E!itil.\'
\Vh:J:'IJ li1cr11.rpn:r;1tc-d•:t ·1- ~;-9 8
ln -.-.. h;;t :st..,ite? Dn t..-~ :::·:. c·-,. c:~:t :::·1 ~':. \:j;~ W!wn :.11thnri1;cd Ind,) hu~im:ss in Califl,mia? ; f; :. '· Orhcr (c,,qli,1l11i:. ___________________________ _
Ti; as:surc ,han :111 Prnps,~r~ lwsc rci:civcd ca,a:.h ad&,:nJ,;m. d1cck th,~ ::ipjH._·,pri;ite bm,(o:s) b,~fow,. Failorc to ;id;nowkdg.c r-1.'Cdpt ,,f -an a<lden<lunt-'ad<le1ui.; may b-~ ,:;,;,nshkrcd ;:,11 ir,cgnbdiy in 111~~ Pr-:,pn,,,.,l;
Or.
. . . N,, Ad,k,.n.Jum/A,ddcn,fa W\,r;., Recci..-cd (check and inlti.ll).

Rcquit;;l F,;,r Prc•p•osal I RFP) for Bud.get r.nd Firnui,daJ f•l.a.nnfog Sy~km 169
PROPOSER'S SlGNA TURF.

N.1} propos:;! shrill be :1.:.::c1}t-,d which hi, not l;c.:n signed In in~ in the uppwp1-l;i1,:. ,p,ict lwlow:
fly ~rgmng bd,A1:·, the ~uhmissiorr of a pmp,:1:,:i!.l shall b;: d£'.ctned ii n:pm.scr1tatiot1 and ,,:rti!kl,thn hy 1hc f'mpii,;cr thal the>· havt 111H:,iiga1cJ all n.sp,s:ts ,:;r the RFP. th;1l ihcy arc ;,w,m:: of ,h.:: arplkab!c fact~ p,·n;ifr11ng 10 ihc HFP pr<:,t'.css. its pr,:lo(:c,iurL--s and requirement,:, and they have r,:"d ,md m1ckr,1:md ilw RF!'. No ,,,quest for 1mxlit1catinn ,;f thL:
prnphsJI ~hall: be .:<)Mi,kn:d ,>fkr ii~ suhmis~k,n ori the grmmds 1hat thi:

Pr,:,p1)~;;1• w:t, 11,)fi fiiH)i inihrmcd as to :u1y fact ittct>nJi:imL (I) If Proposer i,-; f,VIJIVIIWAI., sign he-re,
l'h!c; ____________ _
- ' """'"~"-"''" ... ,-.. ~-~ .. -------1''1(1po;s;c1·'s tn,cd nam.: ;,m:1 titk {2} ff Pn,111)~l'.r [s PAR1,\'ERSHIP c;r .f(UNT VRl'lf1'URH. at least (2) Partlltrs or l.',Wlt of tbl.' .foi11t V1mtufcrl' !iltall si.gn here:

P-Jrmcr,si;;ip ,w foinl Vcn111rc Nami:
(l~pc-pr pdn!}
Date: _____________ _
Mcmlx:r ofilw !>art~ri.hJp or Joint Ven!urc
si1,,;;aturc-
·---··-,._,,...,,...,~---·,,.,,,.,.,..., ...... "'.,, ·-··· . . ;\frmber oftlic-Partnership or foint Vcnllln.:
signatun:
170
(3) lf Prupu-scr is a CORPORA TlON, the· duly authorized officer{~) ,;hull ~il{n as follows;
Th" 1mdcr~ignctl ceni(J' th.al they arc resp,:c.::trvdy: :t;,1 i"'"'. B-o{::,t.~;- Tree1;y.1:r•c!Hi\lc'1 rntd . .. . . iTi1k'1
oftl~:CORPORAlTON n,mwd bduw; that ihcy -.re de~igt~~ted lo ,ign thi: l'ropm.:it Co~! Form by rcsc>lutk,o (M1;;d1. ,i c,;:rtificd rnpy, with c,)rp,t,mre s.:aL ifap1ilk,a.bh:, 1io,tad1-l!'<l ;1:~ ,o ib ,mth1mtid1y or Sccri::tary·s ccrtifi~all! L}f ai.itlmrilacion) for :md 1}11 bd,Jlf of thc bdt,w n:,m;;xl CORl'ORAflON, and !hat: !11cy .ar.: aullwrizcd to c:-.ccutc a:.1mc. for and on bcb;11f ,)f ,;~td COIU'OR ,.\'flONi.

Tiile:

Dt1kd;
By; _____________ _
litk: _____________ _
n~ic-J: ____________ _
f4) 1J l'rnposcr is. a ('JOl-''ERNMENTAL ENTIT}\ Hie duly :;rntborii.cd (1fficcr(~) ~hall ~ign as follow~:

The wi,kr:signcd ccrtH';· tlo;;,t they arc n:.spcctiwly: -~-····, .,, .... ~,--!Tifict and · ·,,~,, ____ , /Th!c}
(,if th"-" OOVERNMENl'AL ENTITY n.u111:J b.:frm; that thc:i,· arc (ksigm1tc-i 10 :;ign the Pmp:x,at C,1;;1 l\mn b>· n::",,tiluiitm (attach Jll onidal ec•py. ,~'1th Ckrk's :,ttc:;tatfon) for r11i,d on heh:df ,,f the l:,ck,w named GOVERNi\lENTAL ENTITY. mid th;11 1hcr an:
mnhoriz.:d l<> cxccwt~ ~nmc for and 011 bdi.alf of ;;aid GOVERNMENT,\ L EN'ITlY.

B,:. _____________ ~
Titk:, __________ ~---
1),111::d:._~~----------
l:h:·---------------Titlc .. : ______________ _
D:1teJ:, ___________ _
171
Al'rA(:UJ\lE!'l.'T C
Ccrtlfic111ion of Nondiscrimination
A~. s.upp-lier, ,:-,1· gi:r-:;,t, or ~cr~kcs Li} th.: City c,f Sa.ma Claru. the tlrin irnd indi\'idtmb li,t,:d b,ikll'>' c;,:;rtl!y-,h,u 1h,:y do Mt di;;,:;dmiriatc in employm,;,n; of an~' pcrs,·m bccau,;,: ,:,f r.acc .. color, g.cnde-r., age~ :r-:-H_gto~l~ di'~ablHty'." nll.ltonal cid gfn'5 .an~estry~ -~'~xuat (i!ficntat-ion'!'" iwi1~ing !}L:.lus, mariwl ~1au.1s, or familial st.att1s; and that they ;,re in c-.,mp!h1iu:,;, with :ill Fe,kr;1!, State arid lni:al Lm,,. dfrecthe~ a111:f cwc11t1vi: {),:rders rei;;ar<ling rw11db,,1iminM1•:-11 in c111ploymc11t.
(l ,) lf PropoS.CT bl INDIVIDl.lAL, sign hen.--:

Dale: ___ _
(2) If Proposer i.~ .PAR1:VERSIIIP or JOJ.,\7 VENTVRE, :1t 11:asl (2) Parhlt!n. or l'ili:h of the Joint Ventur«irs shall sign here:
f>,:u1nership t•t foint V,:nture '-Jame
{lyfX! or print}
Member of the Parttici-ship or foii1I. V(,nturc
sig0<1t1m:
t-kmbcr ,)!'th;· l~,i.rtncnship <>r John Vtmur~
signatun::
172
(S,) If [•.n•jlOser ii, :t CORPORA110N\ the duly :111thorii't'd officrr{s) s,haU siµn as .follows:

The uiid~-rsignc(t ccrt[(v Ihm they ::ire respec1i11dy:f:.:~.~ an -~;,qG•<:-i,~ 'I'::1?as,.1r'2.yTitlc:J .ind ____ . ________________ /Titkl
of the CORPOR,\TION named bt:fow: that they arc ,k:.ign:.tcd to :;ign i!ii; Pmp;.,:;:al C..1;;;1 Fi•m\ by r.:,(;I uti,)11 (;1t1.ocll ~ ccrti fkd c,ipy. with etfrpt\rJ!s.· se,lf, ff appHcablc, ncitarilcd as t,J it5 .(tmhcnlidt:, nr S1.'l:rc!ary's. ccrtilkaic (lf a1.1dwrizath")11) filr and (>n bdrnff (,f· th;:· bdpw numt·J CORPORATION. and th,;;.t !hey are authodtcd to cxec11te ;;;1n1,;, ti:,r :ind on bcba!f of S;tid CORPOR/\TIO\L
ci:iri,ornikm. Nrmn: {type m prinl)
Hy: ,,_u;,n 8,o,,t:i, Ill&,, t/'i,:,-,,'f/.-.

Tith;;.~.--~~, _"-,·""'c""'a"".~"'•:,:..:·to.:· ("";:.._• -----~ D.1t1;d: __ ..:'"fc..."_· ..,_j"',)'"', '\,-/'_-_. '"';z"'."""' i'-~ :i.e.•---~ f
fly;. _____________ _
Tith:: _________ _
Dat~:----------~
({I ii' Proposer is a GO VB.RNME}VTAl. F;.'liTITY, tile duly ,.mtllorizcd ortker(~) ~lt.tll sign ,ts follows: ·
Thi: und..,rsi~ns.-d r.:crtH)' 1ha1 they .,u-e res.pee1ively: (Tit le) ~ . ITTk
,(if the GOVl:JtNMEl\'TAL ENTITY 11am1..xl l:>e!ow; that they are· 1ks.igmt1ed lo ~ign th6 Prnp(,s,1! Co,! Form hy rc~olution (:Uttad1 :in nffidal ,;up)'. ,1;ith Clerk'~ altt•si,1tkm) fo.r ;in<'.l oi1 bdrn!f of the below named GOVERNMENTAL ENTITY • .lnd that the.y ;ire ,m:hc,ri,cd tq cx<:::..:uk' ,;..,me, fbrand un bdi;ilfofs:afd GOVERN1'.ffN'f,'\L HNTITY.

BF·---------------Titk:. _____________ _
flati:d: _____________ _
By;'"'.--------------Thfo: ....

D.iti;,d; ____________ _
173
lnsuram:e
Questica maintains General Liability, and Errors and Omissions insurance exceeds the requirements outlined in Attachment F. As a software developer, Questica is exempt from Workers compensation in Canada. Questica is subject to certificates being issued in the forms provided by its insurer. An insurance review can be completed at contract award or contract negotiations with the City's Risk Officer to ensure that the insurance verbiage and format is provided in a way that is acceptable to both the City and Questica's insurance providers.

Insurance Limits Overview:
• Per Occurrence bodily Injury and Property Damage- $5,000,000 • Products and Completed Operations Aggregate $5,000,000 • Personal and Advertising Liability- $5,000,000
• Medical Payments- $25,000
• General Aggregate- $5,000,000
• Tenants Legal Liability- $1,000,000
• Employer's Liability- $1,000,000
• Non-Owned Automobile- $2,000,000
174
t
ATTACHMENT fl
Affidavit ofC(1mpfornee with Ethical St~rafard,;.
hdng, tii:~t dul) <;worn, state 1hai :rn1
!ti1k ,)r c;1p:1dn ·t nf ~-CA.-0~, ,:-:~ -"·· t,;~.~ (t:1nity ~l;.tk ih~1t I ha\'C r.;::..1d .1:nd undcrsl:md the lung:.Hg<.:, l.'.ntitkd ,,Cthh,:i.!I S1:indar,h, .. set fot1h i~ t\11::;i:,-hrncnt G. ,mU I h<1\t:' tlw umlwri1,- tu rn,1kt 1hcS1:' n:pt'',.'Se111,1.1tr:,ns f•n mr ,nn1 Pi:hatf or nn hi:h-2.I f ,-1fthi: kg.st! 1:ntlty "idt.'llti.!kd fa'rdn. f t1avc ..::-..amine-d ,1ppif(1prfam:; businc~s: r.:.">;:ords .. and maJc appropriatl" inquiry of tlio<..c indhidll:1i,:.; JWh:nli:tlf) induJl.'d \;, iil1in 1hc- definition nf "(\m!r.ickit''' C<.mtaint<l in [1hk:,1l ~1:in1fard-.., fi:'f-1!nole l.

Ba:-t.:J L?ll 111:,. n.•,-k,v r)f th;,.~ ,,ppr1)pd,w: doi.:umc-nts. ,:,nd my ~ooJ-t";.tith r,:\ ic-w .,,f th,:
rtL~;;-,~,;:;,,ny it1q1Jiry rcs1;.;ms.:.:s, .t hcrcby ;;t;Ht' that rn:-hh.:·r th.: lmslr1l:Ss -cnfi:ty nor any indhi;i;i-,11(<) !x:lnngin,s h) sJiJ ·-C,;,nl!:'<1.dur" \:U{('.f/WY [t.s'., (1Wt11"f \11' \'.1H'.I\YIH.'r of a snk:
prorrktnc•;h!p. gcn:.:r.:il p.:irtrH .. 'T, p..-rs-l.1t1 wh.;:i ..:onrrnls 0r Jw:,. p<:,s\·~:r w nmirnt .:i rlus\m:s,; o.:;nrity, cw.J h:>$ hccn nmvkt;..-<l ,1Cany um; (ff mon.:: <!r1hc l'rim,;:s tdc-nlilkd in th..:. Ethk.al Stand3rds: within the p,'I.St five (5) y1::.rs-.
i h,::, abu,-,; u~s-:nk111~ ari: r.rn.: .1nd ,-mrcct and arc mad1..' um.l~r pl-'n<dt) of JH:rjury 1111d.::-r tflc b\\· ~ (1-frh,;; St,1tc <)fCCllifr.1mb,
{INSF.I{ f NA1'.H: OF CCHvfPANYJ
a [i!1.~Lirt C1)qx-1rnti~in, r,1t1ni.;rship-, ct-:.} . ..- XOTA.HY'S .A.CK:-iO\\.•LEUGMENT TO OE ATTA.CHEP.

P-k.i.JSC CN-cculi:; the. :11rfid;n it :ind att;i.:h '1 ni)tar; publk's ;:id:nowk"'tlgmi:nl ,_1f ¢.,ccutll,1n "f r.ht: ;1!1hLwi~ hy the .,;;i_p1:11nry. lf thc :1ffttl;1;.·it is: on hchu!C of a C(•rpc1:atkm, p-,1nm·r!i-hip, ,,r ,:ith,::·r f:cg;,! entity, 1hc entity',; ,:;nmrktc- legal mme 11.nJ the tilk i,:,f the p.::rsc,11 ::,;lgning ma:
tic-h~d( ,)f ~he- k-g.:1! cnfi.ty '>hail :irr~or abo\·I!. Wrillen (.',:idt:11':e-l1f th,: .J.t11lH)rity of the pi:n;(,n t.'."\C>.::uling thL, ulTiLlavit {If! l'¾'.':half ~-:of ;i nnpcsr.:i.tion. r;i1incr~hip, .fdnt vcntun:. or ;.iny ,.)th1.:r kg.Jl r..'nlily. mh0cr rhan :::i ~,;1fc prnr,ric-tnrship,, sJmll hc- ntr<1che-t!. 175
I, Roh;::rt M. forbcs, Q.C a i\otar:,· public in and for the Province of Ontario, Canada do st1>tc th,3t I have ·witnessed the signn,ure of Allan Booth on the attacht'd document whom I have identified through his Ontru-i,J Dih•trs Licence and w'ho swore the same to be Im,:.

Dated at Burlington this 9'h day cJf July, 2014.
176

EXHIBIT A

QUESTICA BUDGET LICENSE AND SERVICE AGREEMENT
This SOFTWARE LICENSE AGREEMENT (the "Agreement") is made this *Sample* ( the "Effective Date") by and between QUEST!CA INC., a corporation incorporated under the laws of Ontario, Canada ("Questica") and *Sample*, including, without limitation, all its subdivisions, departments, and constituent entities within its legal scope and jurisdiction (collectively, the "Licensee
11 ).

BACKGRDUND
A. Questica has made a substantial investment in the development of the QUESTICA BUDGET computer software products identified in the attached Quotation (the "Software"), and in the development of documentation related thereto (the "Documentation" and together with the Software, the "Work").

B. Questica has the right to license the Work to third parties.

C. The Licensee wishes to use the Work, and Questica has agreed to license such use, pursuant to the terms of this Agreement.

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration (the receipt and adequacy of which are hereby acknowledged), Questica and Licensee (collectively, the "Parties" and individually, a "Party") agree as follows:

1. PERMITTED USE. Subject to the terms of this Agreement, Questica hereby grants to Licensee a perpetual, Personal, non transferable and non-exclusive license to use the Software, solely in executable code format, and the Documentation provided therewith, solely for Licensee's own internal business purposes exclusively within the facilities and sites within the jurisdiction of the Licensee.

If Licensee wishes to use the Software at or from an additional site or sites outside of its jurisdiction, Licensee agrees to obtain a separate license for such site(s). Licensee's right to use the Software and the Documentation is limited to those rights expressly set out herein. Licensee shall not use the Software, in whole or in part, on behalf of or for the benefit of any other Person, including an affiliate of the Licensee, except as expressly provided herein.

1.1 STAFF WORK-AT-HOME RIGHTS. Staff of the Licensee may use the Software from their home as an extension of the license granted to the Licensee, for business related purposes. Staff may not use the Software at home for personal purposes.

Licensee is responsible for ensuring that the Software is made inaccessible to its staff if a) any event causes the staff member to no longer be an employee for any reason, orb) the staff member would not normally require the use of the Software in the at work environment.

1.2 PERMITTED CUSTOMIZATIONS. Questica also grants the Licensee a non-sublicensable, non-exclusive, non-transferable right to create, or to have created on its behalf, "Permitted Customizations" to the executable code components of the Software solely for internal use and only for use as part of and in conjunction with the related Software. "Permitted Customizations" is custom software or reports which are developed that access or interact with the Software or its associated database(s). The Licensee may only create Permitted Customizations that do not require access and changes to the source code. The Licensee may only create Permitted Customizations that do not require the source code of the Software to create the Permitted Customizations, and access the executable code version of the Software or its associated databases in-a way that is reasonably practical without access to the source code of the Software at any time.

Permitted Customizations Do Not Inhibit Questica's Right to Innovate. Independently, Questica is continually innovating and improving the Software to meet the needs of its customers. The Licensee acknowledges that, while it has the ability to create its own Permitted Customizations, Questica must not be prevented from continuing to develop and enhance its software in any 177
respect, even if such modifications may be similar to the Permitted Customizations in functionality, appearance or otherwise.

Therefore, if Questica develops any modifications which may be similar to the Permitted Customizations, Licensee agrees to not make any claim against Questica for infringement of any of its (or its subcontractors) rights in or to the Permitted Customizations. Questica shall not directly incorporate into its modifications any original source code independently developed by the Licensee.

1.3 RESTRICTIONS ON USE. Except as set forth herein, Licensee shall (a) not copy the Software except to copy it onto the site computers being used by Licensee and to make one copy of the Software solely for backup or testing purposes; (b) not copy any of the Documentation for any use outside the site; (c) not assign this Agreement or transfer, lease, export or grant a sub Licensee of the Work or the license contained herein to any Person or organization except as and when authorized to do so by Questica in writing; (d) not reverse engineer, decompile or disassemble the Software; (e) not use the Work except as authorized herein; (f} take such precautions with respect to the Software, as it would take to protect its own proprietary software or hardware or information. For the purposes of this Agreement, "Person" includes an individual, corporation, partnership, joint venture, trust, unincorporated organization, the Crown or any agency or instrumentality thereof or any other judicial entity recognized by law.

Questica shall have no obligation to defend Licensee or to pay costs, damages or legal fees for any claim based upOn use of other than a current unaltered release of the Work, if such infringement would have been avoided by the use of a current unaltered release thereof.

The foregoing states the entire obligations of Questica with respect to infringement or proprietary or intellectual rights of third parties.

3. LIMITED WARRANTY. Questica warrants that so long as Product Maintenance and Support services are provided by Questica, that the Software, when properly installed, will perform substantially in accordance with the accompanying written materials. If the Software does not so perform during such period, Questica will correct, at no cost to Licensee, programming errors in the Software to make the Software so perform provided that i) the Software has been properly used by the Licensee in accordance with the documentation furnished by Questica to Licensee in connection therewith; ii} Licensee notifies Questica of the programming errors and describes the nature of the suspected errors and of the circumstances in which they occur; iii) Questica, using reasonable efforts, is able to confirm the existence of the programming errors; and iv) Licensee or any third party has not changed or modified the Software.

Licensee agrees that Questica shall not be !iab!e to the Licensee or any other person, regardless of the cause, for the effectiveness or accuracy of the Software, the Documentation or any other related materials, or for any other special, indirect, incidental or consequential damages arising from or occasioned by the use of the Software, the Documentation or the related materials, or the failure or omission on the part of Questica to comply with its obligations under this Agreement.

The Licensee hereby agrees that Questica's maximum liability for any claim arising in connection with the Software, the Documentation or any related materials (whether in contract, tort, including negligence, product liability or otherwise) shall not exceed the total License Fee paid by the Licensee,

THE ABOVE EXPRESS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS (EXPRESS AND IMPLIED) AND THOSE

ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING BUT NOT LIMITED TO WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. NO OTHER WARRANTIES OR CONDITIONS EXPRESS OR IMPLIED ARE GIVEN.

4. LIMITATIONS OF REMEDIES AND DAMAGES. Subject to Section 10 hereof, Questica's entire liability and the Licensee's exclusive remedy under this agreement shall be i) if Questica is in breach of the Limited Warranty, to require Questica to replace any defective media or to correct any defects and make any modifications which are necessary to cause the Software to confirm in all material respects to the Documentation; or ii) the termination of this agreement. 178
In the event of any such termination, Questica shall not be liable in the aggregate for any damages which exceed the amount paid hereunder by the Licensee to Questica as Software License Fees. In no event shall Questica be liable for indirect, special, incidental, or consequential damages, even if advised of the possibility of such damages.

Escalation Level Questica Management Licensee Management Level Period of Level
Resolution Efforts
First Level Project Manager Project Manager 10 business days Second Level President Finance Department Manager 10 business days Third Level Chairman Director of Finance or Treasurer 10 business days If the above escalation periods have elapsed and there continues to be a dispute as to any matter herein, the matter in dispute shall be referred to arbitration by a single arbitrator, if such parties agree upon one arbitrator, or otherwise by three arbitrators, of whom one shall be appointed by Licensee and one shall be appointed by Questica and the third shall be chosen by the first two named before the arbitration. The arbitration and the appointment of the arbitrator sha II, unless expressly provided for herein, be conducted in accordance with the Arbitrations Act (Ontario). The award and determination of such arbitrator, arbitrators or any two of such three arbitrators shall be binding upon the parties and their respective successors and permitted assigns. Licensee and Questica shall co-operate in completing any arbitration as expeditiously as possible and the arbitrator or arbitrators may hear such experts as may appear to him or them appropriate. Any interested party shall bear its costs and expenses incurred in connection with the arbitration except for the cost of the arbitrator or arbitrators and experts engaged by him or them which shall be borne by Questica and Licensee equally. Notwithstanding the foregoing, arbitration shall not preclude the right of either party to seek injunctive relief.

6. IRREPARABLE HARM. Licensee acknowledges and agrees with Questica that the breach by it of any of the provisions of Sections 1- 4, 8 or 10 of this Agreement would cause serious harm to Questica which could not adequately be compensated for in damages and in the event of a breach by Licensee of any of such provisions, Licensee understands that an injunction may be issued against it restraining it from any further breach of such provisions, but such actions shall not be construed so as to be in derogation of any other remedy which Questica may have in the event of such breach.

7. PRODUCT MAINTENANCE AND SUPPORT. For the first year ofthis Agreement, upon paying the Licensee Fee and for each year thereafter, provided that Licensee continues to pay the Annual Product Maintenance and Support Fee in accordance with the attached quotation, Questica shall provide the following Maintenance and Technical Support services (the "Services") for the software if the Licensee is not otherwise in breach of the provisions of this Agreement:
(A) Product Maintenance. On an as-available basis, Questica will provide enhancements, modifications or upgrades to the Software as Questica may from time to time make available to its Licensees generally ("Updates") but excluding any New Product (a "New Product" being a solution which, in Questica's determination and subject to general industry standards, does not replace the Software licensed hereunder.) Updates do not include:

I. Platform extensions including product extensions to (i) different hardware platforms; (ii) different windowing system platforms; (iii) different operating system platforms II. New applications
111. Services associated with the application or installation of Updates Installation of Updates is the responsibility of the Licensee. If requested, Questica will provide assistance in the installation of Updates on a time and materials basis at its then current rates. (B) Technical Support Services. Comprehensive Phone and e-mail based Technical Support of a reasonable nature. A technical support incident or problem is a single user defined problem seeking resolution. It must be related to the 179
•
original intent and design of the software. Support Services include the support of Questica supplied integrations that have not been modified by the Licensee. Each support incident is deemed dosed 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 does not include:

II.

Ill.

IV.

VI.

VII.

VIII.

IX.

XI.

XII.

Custom Programming Services.

On-site support.

Software Installation or re-installation.

Update Installation, or data and report updates required to support Updates. licensee developed interfaces, API interactions, or customizations.

Licensee developed reports.

End-User Training or Re-Training.
licensee Hardware Issues.

Correction of data issues derived from user error or product misuse.

Changes to Questica developed custom reports or product customizations (including Questica supplied custom business rules or customized user screens) that are outside the scope of the accepted specification, scope of work, or authorized change requests.

Changes to Questica developed custom reports beyond six months from the date of delivery.

Changes to product customizations beyond six months from the date of delivery (the warranty period). Beyond this period support will be provided only if annual product maintenance was sold with, and the licensee continues to maintain, annual maintenance on the customization provided.

Xlll. Changes to integration functionality made necessary due to licensee server modifications/replacement, or changes by upgrades or changes to the integrated financial system software or hardware.

Licensee is responsible for all hardware, operating systems, network setup, network maintenance and setup and use of any file access control systems required in the support of the Software. Licensee may be required to grant Questica certain limited access rights to Licensee's computer systems in order to render support.

Licensee is responsible for ensuring that its personnel have sufficient training to attain and maintain competence in the operation of the Software.

Technical Support is available through Questica's normal business hours, Monday through Friday, 9am through 4:30pm, Eastern Standard Time. Extended coverage is available for an additional fee. Questica will provide an initial response to all properly submitted support requests within two (2) hours of initial submission.

8. CONFIDENTIAL INFORMATION. Each of the Parties shall use reasonable efforts (and, in any event, efforts that are no less than those used to protect its own confidential information) to protect from disclosure the confidential information only to its employees or agents who require access to it for the purpose of this Agreement or as otherwise provided in this Agreement.

This Section shall survive the termination of the Agreement. For the purposes of this Section, "confidential information" means all data information which when it is disclosed by a Party is designated as confidential and shall include the Work and any other proprietary and trade secrets of Questica to which access is obtained or granted hereunder to Licensee; provided, however that confidential information shall not include any data or information which (a) is or becomes publicly available through no fault of the other Party, (b) is already in the possession of the Party prior to its receipt from the other Party, (c) is independently developed by the other Party, (d) is rightfully obtained by the other Party from a third party, (e) is disclosed with the written consent of the Party whose information it is, or (f) is disclosed pursuant to court order, or other legal compulsion.

9. NONDISCLOSURE OF AGREEMENT. Neither Party shall disclose the terms of this Agreement except as required by law or governmental regulation, without the other party's prior written consent, except that either Party may disclose the terms of this Agreement on a confidential basis to accountants, attorneys, and financial advisors and lenders.

10. TERMINATION. This Agreement is effective as of the Effective Date and shall continue unless and until this Agreement is terminated. Licensee may terminate this Agreement if Questica is declared insolvent, has assigned this Agreement in violation of the terms and conditions herein, or has made an assignment for the benefit of creditors.

After a one year period from the Effective Date, the Licensee may terminate this Agreement at any time for any reason, or no reason, providing their financial obligations to Questica as detailed in the attached Quotation *Sample* have been satisfied and paid in full. If the Agreement is terminated in this manner, no refund will be provided for any maintenance or support services paid in advance.

In the event that Licensee shall be in breach of any provisions of the Dispute Resolution/ Arbitration Section outlined in this Agreement, Questica may provide notice of such breach to licensee, who shall have thirty (30) days from the date of such 180
notice to cure or rectify the said breach. Should Licensee fail to cure or rectify the said breach in the said thirty (30) days, Questica may terminate this Agreement. Such termination by Questica shall be in addition to and without prejudice to such rights and remedies as may be available to Questica including injunction and other equitable remedies.

The provisions of Sections 1-3, 8, 9, and 11 herein shall survive the termination of this Agreement.

11. DISENTAGLEMENT. In the event that Licensee has entered into or enters into agreements with other Contractors or government institutions for additional work related to the Capital or Operating Budgeting process, Questica agrees to cooperate with such other parties. Questica shall not commit any act which will unnecessarily interfere with the work performed by any such third parties.

In the event of termination of this Agreement, Questica agrees that it shall provide reasonable assistance to, and shall not hinder a complete transition of the software functionality being terminated from Questica and its subcontractors to the Licensee, or to any replacement provider designated by the Licensee, without any interruption of or adverse impact on the services provided hereunder or any other services provided by third parties. Any additional services requested by Licensee during the disentanglement period shall be provided by Questica at Questica's standard rates.

12. NOTICE. Any notice or other communication required or permitted to be given hereunder or for the purposes hereof to any party shall be in writing and shall be sufficiently given if delivered personally to such party, or if sent by prepaid registered mail or if transmitted by facsimile transmissions to such Parties as detailed in the attached Quotation or at such other address or facsimile number as the Party to whom such notice is to be given shall have last notified (in the manner provided herein) the Party giving such notice. Any notice delivered to the Party to whom it is addressed as provided herein shall be deemed to have been given and received on the day it is delivered at such address, provided that if such day is not a Business Day, then the notice shall be deemed to have been given and received on the Business Day next following such day. Any notice mailed to a Party shall be deemed to have been given and received on the fifth Business Day next following the date of its mailing provided that no postal strike is then in effect or comes into effect within four (4) Business Days after such mailing. Any notice transmitted by facsimile shall be deemed given and received on the day of its transmission if such day is a Business Day and if not, then on the next day that is a Business Day.

13. FORCE MAJEURE. Except as expressly provided otherwise in this agreement, dates and times by which any Party is required to render petiormance under this agreement or any schedule hereto shall be postponed automatically to the extent and for the period that such Party is prevented from meeting them by reason of any cause beyond its reasonable control (other than lack of funds), provided that the Party prevented from rendering petiormance notifies the other Party immediately and in detail of the commencement and nature of such cause and the probable consequences thereof, and provided further that such Party uses its reasonable efforts to render performance in a timely manner utilizing to such end all resources reasonably required in the circumstances, including obtaining supplies or services from other sources if same are reasonably available.

14. SOFTWARE ESCROW. Questica will deposit in escrow the Software source code for the most recent version of the Software. The Escrow Agent will be authorized to release the escrowed source code to the Licensee should Questica become insolvent or cease to carry on business and the business of Questica is not continued by a Receiver or Trustee or Assignee.

15. MEDIA RELEASES. Neither party shall use the name, trademark or logo of the other party without the prior written consent of the other party. Notwithstanding the foregoing, Questica may use the Licensee's name and identify the licensee as a Questica client in advertising, marketing materials, press releases and similar materials.

16. USE OF SUBCONTRACTORS. Questica warrants that all persons assigned by it to the performance of this Agreement shall be employees or authorized subcontractors of Questica and shall be fully qualified to work under this Agreement. Questica shall ensure that an adequate number of appropriately qualified personnel are employed and available to satisfy its obligations as outlined in this Agreement.

17. EXPORT CONTROL. The Software is intended for distribution only in the United States and Canada. Licensee agrees that it will not directly or indirectly, export or re-export the Software (or portions thereof) to any country, person, entity or end user subject to U.S. or Canadian export restrictions.

18. MISCELLANEOUS. This Agreement, including all Schedules and Exhibits attached hereto, is the entire agreement between Licensee and Questica pertaining to Licensee's right to use the Work and supersedes a!I prior or collateral oral or written representations or agreement related thereto. This Agreement shall be governed by the law of the province of Ontario, Canada. Except as otherwise provided herein, no term or provisions hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the Party to, or waiver of, a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of, or excuse for any other different or subsequent breach.

19. HEADINGS; SEVERABILITY. The headings and other captions in this Agreement are for convenience and reference only and are not to be construed in any way as additions or limitations of the covenants and agreements contained in this Agreement. In the event that any provision hereof is found invalid or enforceable pursuant to judicial decree or decision, any such provision 181
shall be deemed to apply only to the maximum extent permitted by law, and the remainder of this Agreement shall remain valid and enforceable according to its terms.

END DF LICENSE AND SERVICE AGREEMENT DOCUMENT
182
~)Ouest1ca

QUESTICA BUDGET SUBSCRIPTION AGREEMENT
This SOFTWARE SUBSCRIPTION AGREEMENT (the "Agreement") is made this DATE ( the "Effective Date") by and between QUEST!CA INC., a corporation incorporated under the laws of Ontario, Canada ("Questica") and Customer Name, including, without limitation, all its subdivisions, departments, and constituent entities within its legal scope and jurisdiction {collectively, the "Subscriber").

1. DEFINITIONS
"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for the purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
"Malicious Code" means viruses, worms, time bombs, Trojan horses, and other harmful or malicious code, files, scripts, agents or programs.
"Order Form" means the documents for placing orders hereunder, including addenda thereto, that are entered into between You and Us from time to time, including addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this agreement as if it were an original party hereto. Order Forms shall be deemed incorporated herein by reference. "Purchased Services" means Services that You or Your Affiliates purchased under an Order Form "Services" means the products and services that are ordered by You under an Order Form and made available by Us online "User Guide" means the on-line users guide for the Services, made available on-line "Users" means individuals who are authorized by You to use the Services, for whom subscriptions to a Service have been ordered, and who have been supplied user identifications and passwords by You, (or by Us at your request}. Users may include but are not limited to Your employees, consultants, contractors and agents, and third parties with which You transact business.
"We," "Us", "Our", "Questica Inc." or "Questica" means the company or entity providing the Services in the Agreement "You", "Your", "Subscriber" means the company or other legal entity for which you are accepting the Agreement and Affiliates of that company or entity.
"Your Data" means all electronic data or information submitted by You to the Purchased Services.

2. PURCHASED SERVICES

2.1 Provision of Purchased Services. We shall make the Purchased Services available to You pursuant to this Agreement and the relevant Order Forms during a subscription term. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features.

2.2 User Subscriptions. Unless otherwise specified in the applicable Order Form, (i} Services are purchased as User subscriptions and may be accessed by no more.than the specified number of Users, (ii} ad,ditional User subscriptions may be added during the applicable subscription term at the same price as that for the pre-existing subscriptions 183
thereunder, prorated for the remainder of the subscription term in effect at the time the additional User subscriptions are added and {iii) the added User subscriptions shall terminate on the same day as the pre-existing subscriptions. User subscriptions are for designated Users only and cannot be shared or used by more than one user but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Services.

3. USE OFTHE SERVICES

3.1 Our Responsibilities. We shall: {i) provide Our basic support for the Purchased Services to You at no additional charge, and/or upgraded support if purchased separately, {ii)use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give at least 8 hours' notice via the Purchased Services and which We shall schedule to the extent practicable during the weekend hours from 6:00 pm Friday to 3:00 am Monday Pacific Time), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), Internet services provider failure or delays, or denial of service attacks, and {iii) provide the Purchased Services only in accordance with applicable laws and government regulations.

3.2 Our Protection of Your Data. We shall maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law in accordance with Section 6.3 (Compelled Disclosure)or as expressly permitted in writing by You, or {c) access Your Data except to provide the Services and prevent or address service or technical problems, or at Your request in connection with customer support matters.

3.3 Your Responsibilities. You shall (i) be responsible for Users' compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with the User Guide and applicable laws and government regulations. You shall not {a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Service or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.

4. FEES AND PAYMENTS FOR PURCHASED SERVICES

4.1 Fees. You shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (i) fees are based on services purchased and actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and {iii) the number of User subscriptions purchased cannot be decreased during the relevant subscription term stated on the Order Form. User subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for User subscriptions added in the middle of a monthly period will be charged for the full monthly period and the monthly periods remaining in the subscription term.

4.2 Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If you provide credit card information to Us, You authorize Us to charge such credit card for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 10.2 (Term of Purchased User Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information. 184

4.3 Overdue Charges. If any changes are not received from You by the due date, then at Our discretion, (a) such charges may accrue late interest at a rate of 1.5% of the outstanding balance per month, or the maximum rate perm·1tted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 4.2 {Invoicing and Payment)

4.4 Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services ·1s 30 or more days overdue {or 10 or more days in cases where You authorized us to charge Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. We wlll give You at least 7 days prior notice that Your account is overdue, in accordance with Section 11.1 (Manner of Giving Notice), before suspending services to You.

4.5 Payments and Disputes. We shall not exercise Our rights under Section 4.3 (Overdue Charges) or 4.4 (Suspension of Service and Acceleration) if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

4.6 Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a val"1d tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against it based on Our income, property and employees.

5. PROPRIETARY RIGHTS

5.1 Reservation of Rights in Services. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

5.2 Restrictions. You shall not (i) permit any third-party to access the Services except as permitted herein or in an Order Form {ii) create derivative works based on the Services except as contained herein, (iii} copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.

5.3 Your Applications and Code. If You, a third party acting on Your behalf, or a User creates applications or program code using the Services, You authorize Us to host, copy, transmit, display and adapt such applications and program code, solely as necessary for Us to provide the Services in accordance with this Agreement. Subject to the above, We acquire no right, title or interest from You or Your licensors under this Agreement in or to such applications or program code, including any intellectual property rights therein.

5.4 Your Data. Subject to the limited rights granted to You hereunder, We acquire no right, title or interest from You or Your Ii censors under this Agreement in or to Your Data, including any intellectual property rights therein.

5.5 Suggestions. We shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services.

6. CONFIDENTIALITY
185

6.1 Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Servkes; and Confidential lnformaf1on of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that {i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party w·1thout breach of any obligation owed to the rnsclosing Party (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

6.2 Protection of Confidential Information. The Receiving party shall use the same degree of care that uses to protect the confidentiality of its own confidential information of like kind (but ·1n no event less than reasonable care) {i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those here·in. Neither party shall disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates and their legal counsel and accountants without the other party's prior written consent.

6.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure {to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party withes to contest such disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable costs of compiling and providing secure access to such Confidential Information.

7. WARRANTIES AND DISCLAIMERS

7.1 Our Warranties. We warrant that{i) We have validly entered into this Agreement and have the legal power to do so, (ii) the Services shall perform materially in accordance with the User Guide, {iii) the functionality of the Services will not be materially decreased during a subscription term, and {iv) We will not transmit Malicious Code to You, provided it is not in breach of this subpart {iv)ifYou or a User uploads a file containing Malicious Code into the Services and later downloads that file containing Malicious Code. For any breach of a warranty above, Your exclusive remedy shall be as provided in Section 10.3 {Termination for Cause) and Section 10.4 (Refund or Payment upon Termination) below.

7.2 Your Warranties. You warrant that You have validly entered into this Agreement and have the legal power to do so.

7.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF KIND, WHETHER

EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED

WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

8. MUTUAL INDEMNIFICATION
186

8.1 Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a "Claim Against You"), and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, and for amounts paid by You under a court approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You; (b) Give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim against You, or if we reasonably believe the Services may infringe or misappropriate. We may in Our discretion and at no cost to you (i) mod"rfy the Services so that they no longer infringe or misappropriate, without breaching Our warranties under "Our Warranties" above, (II) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscr"1ptions for such services upon 30 days' written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.

8.2 Indemnification by You. You shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleg·ing that Your Data, or Your use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a "Claim Against Us"), and shall indemnify Us for any damages, attorney fees and costs finally awarded against us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us; provided that We (a) promptly give You written notice of the Claim Against Us; (b) give You sole control of the defense and settlement of the Claim Against Us (provided that You not settle any Claim Against Us unless the settlement unconditionally releases Us of all liability); and (c) provide to You all reasonable assistance, at Your expense.

8.3 Exclusive Remedy. This Section 8 (Mutual Indemnification) states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of claim described in this Section.

9. ,LIMITATION OF LIABILITY

9.1 Limitation of Liability. NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR

RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED

THAT IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER.THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 4 (FEES AND

PAYMENT FOR PURCHASED SERVICES)

9.2 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE

OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL,

COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LAIBILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

10. TERM AND TERMINATION

10.1 Term of Agreement. This Agreement commences on the date You accept it and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated.

10.2 Term of Purchased User Subscriptions. User subscriptions purchased by You commence on the start date specified in the specific Order Form and continue for the subscription term specified therein. Except as otherwise specified in the applicable Order Form, all user subscriptions shall automatically renew for additional periods equal to the expiring 187
subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless We have given You written notice of a pricing increase at least 60 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter. Any such pricing increase shall not exceed 7% of the pricing for the relevant Services in the immediately prior subscription term, unless the pricing in such prior term was designated in the relevant Order Form as promotional or one-time.

10.3 Termination for Cause. A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceedings relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

10.4 Refund or Payment upon Termination. Upon any termination for cause by You, We shall refund You any prepaid fees covering the rema·1nder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any term·Ination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.

10.5 Return of Your Data. Upon request made by You within 30 days after termination of a Purchased Services subscription, We will make available to You for download a file of Your Data in comma separated value (.csv) format along with attachments in their native format. After such 30 day period, We shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control.

10.6 Surviving Provisions. Section 4 (Fees and Payment for Purchased Services), 5 (Proprietary Rights), 6 (Confidentiality),

7.3 (Disclaimer), 8 (Mutual Indemnification), 9 (Limitation of Liability, 10.4 (Refund or Payment upon Termination),

10.5 (Return of Your Data), 11 {Notices, Governing Law, Jurisdiction) and 12 (General Provisions) shall survive any termination or expiration ofthe Agreement.

11. NOTICES, GOVERNING LAW AND JURISDICTION

11.1 Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii)the second business day after sending by confirmed facsimile, (iv) the first business day after sending by email (provided that email shall not be sufficient for notices of termination or an indemnifiable claim) Billing- related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant Services system administrator designated by You.

11.2 Agreement to Governing Law and Jurisdiction. Each party agrees that the governing law will be that of the Province of Ontario, Canada and to the exclusive jurisdiction of the City of Toronto, Ontario, Canada.

11.3 Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

12. GENERAL PROVISIONS

12.1 Anti-Corruption. You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. 188

12.2 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

12.3 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

12.4 Export Compliance. The Services, other technology We make available, and derivatives thereof may be subject to export laws and regulations ofthe United States, Canada and other jurisdictions. Each party represents that it is not named on any US or Canadian government denied-party list. You shall not permit Users to access or use Services in a US or Canada embargoed country or in violation of any US or Canadian export law or regulation.

12.5 Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right

14.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect

14.7 Attorney Fees. You shall pay on demand all of Our reasonable attorney fees and other costs incurred by Us to collect any fees or charges due Us under this Agreement following Your breach of Section 4.2 (Invoicing and Payment).

14.8 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party's sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party's election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination, We shall refund to You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

14.9 Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver 1s to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

14.10 Media Releases. Neither party shall use the name, trademark or logo of the other party without the prior written consent of the other party. Notwithstanding the foregoing, We may use the Your name and identify You as a Questica client in advertising, marketing materials, press releases and similar materials.

END OF SUBSCRIPTION AGREEMENT
189

MASTER AGREEMENT FOR PROFESSIONAL SERVICES

BY AND BETWEEN THE

CITY OF SANT A CLARA, CALIFORNIA
AND
QUESTICA, INC.

EXHIBIT A2

SCOPE OF SERVICES
The Services to be performed for the City by the Contractor under this Agreement are more fully described in the Contractor's proposal entitled, "Questica Budget License and Service Agreement," which is attached to this Exhibit A2. It is intended by the Parties that the Master Agreement terms shall control, except that the following Exhibit A2 terms may also be enforced as part of the Master Agreement: Sections 1, I. 1, 1.2, 1.3, 2, 3, 7, 11, 14, and 17. If a section of the Questica Budget License and Service Agreement is not listed herein as enforceable, then the Parties intend that those sections are not controlling and are not part of the Master Agreement.

Exhibit A2 also includes "Appendix A- Maintenance and Technical Support Services" and "Scope of Work Questica Budget Implementation for City of Santa Clara" without reservations or exceptions.

Agreement with Questica, Inc./Scope of Services/Exhibit A2 Rev. 9/4/13; Typed 8/13/14
Page I of 1
Ouest1ca

QUESTICA BUDGET LICENSE AND SERVICE AGREEMENT
This SOFTWARE LICENSE AGREEMENT (the "Agreement") is made this Aug 26, 2014 (the "Effective Date") by and between QUESTICA !NC., a corporation inco"rporated underthe laws of Ontario, Canada ("Questica") and City of Santa Clara~ CA, including, without limitation, all its subdivisions, departments, and constituent entities wlthin its legal scope a'nd jurisdiction {collectively, the "licensee").

BACKGROUND
A. Questica has made a substantial investment in the development of the QUESTICA BUDGET computer software products identified in the attached Quot;;ition {the "Software't and ln the development of documentation related thereto (the "Documentation" and together with the Software, the "Work'').

B. Questlca has the right to license the Work to third parties, C. The Licensee wishes to use the Work, and Questica has agreed to license such use 1 pursuant to the terms of this Agreement.

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration (the receipt and adequacy of whkh are hereby acknowledged), Questica and Licensee (collectively, the 11 Part!es" and individua!!y, a "Party") agree as follows:

1. PERMITTED USE. Subject to the terms of this Agreement, Questica hereby grants to Licensee a perpetual, Personal, non-transferable and nan-exclusive license to use the Software, solely in executable code format, and the'Documentation pr6vided therewith, solely for Licensee's own Internal business purposes exclusively within the facilities and sites within the jurisdiction of the Licensee, If Licensee wishes to use the Software at or from an additional site or sites outside of its jurisdiction, Licensee agrees to obtain a separate llcense for such site(s). Licensee's right to use the Software and the Documentation is limited to those rights expressly set out herein, Licensee shall not use the Software, In whole or in part, on behalf of or for the benefit of any other Person, Including an affillate of the Licensee, except as expressly provided herein.

1.1 STAFF WORK~AT-HOME RIGHTS. Staff of the Licensee may use the Software from their home as an extension of the license granted to the Licensee, for business related purposes. Staff may not use the Software at home for personal purposes.

Licensee is responsible for ensuring that the Software ls made Inaccessible to its staff if a) any event causes the staff member to no !anger be an employee for any reason, orb) the staff member would not normally require the use of the Software in the at-work environment.

1.2 PERMITTED CUSTOMIZATIONS. Questlca also grants the Licensee a non-sub!icensable, non-exclusive, non-transferable right to create, or to have created on its behalf, "Permitted Customiz.ations" to the executable code components of the Software solely for internal use and only for use as part of and in co.njunctlon wfth the related Software. "Permitted Customizations" is custom software or reports which are developed that access or interact with the Software or its associated database(s), The licensee may only create Permitted Customizations that do not require access and changes to the source code, The Licensee may only create Permitted Customizations that do not require the source code of the Software to create the Permitted Customizations, and access the executable code version of the Software or its associated databases in a way that is reasonably practical without access to the source code of the Software at any time,
Permitted Customizations Do Not 1nhlb1t Questica's Right to Innovate, Independently, Questica is continually innovating and improving the Software to meet the needs of its customers. The Licensee acknowledges that, while it has the ability to create its own Permitted Customizations, Questica must not be prevented from continuing to develop and enhance lts software in any respect, even if such modifications may be similar to the Permitted Customizations !n functionality, appearance or otherwise. Therefore, if QuestJca develops any modifications which may be simllar to the Permitted Customizations, licensee agrees to not make aoy claim against Questica for infringement of any of its (or its subcontractors} rights in or to the Permitted Customizations. Questlca shall not directly incorporate into its modifications any origtnal source code independently developed by the Licensee.

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BUDGET
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1.3 RESTRICTIONS ON USE. Except as set forth herein, Licensee shall (a) not copy the Software except to copy it onto the site computers being used by Licensee and to make one copy of the Software solely for backup or testing purposes; (b) not copy any of the Documentation for any use outside the site; (c) not assign this Agreement or transfer, lease, export or grant a sub-Licensee of the Work or the license contained herein to any Person or organization except as and when authorized to do so by Questica in writing; {d) not reverse engineer, decompile or disassemble the Software; {e) not use the Work except as authorized herein; {f) take such precautions with respect to the Software, as it would take to protect its own proprietary software or hardware or information. For the purposes of this Agreement, "Person" includes an individual, corporation, partnership, joint venture, trust, unincorporated organization, the crown or any agency or instrumentality thereof or any other judicial entlty recognized by law.

Questica shall defend Licensee against any claim that the Work infringes a patent, copyright, trade~mark or other intellectual property right of any third party and Questica will pay resulting cost, damages and reasonable legal fees finally awarded, provided that i) Licensee promptly notifies Questica in writing of the claim; and ii} Questica has sole control of the defense and al! related settlement negotiations, lf such claim has occurred or in Questica's opinion ls likely to occur, Licensee agrees to permit Quest!ca at its option and expense, e!ther to procure for licensee the right to continue using the Work or to replace or modify the same so that it becomes non-infringing without loss of functionality.

Questica shall have no obligation to defend Licensee orto pay costs, damages or legal fees for any claim based upon use of other than a current unaltered release of the Work, lf such infringement would have been avoided by the use of a current unaltered release thereof.

The foregoing states the entire obligations of Questica with respect to infringement or proprietary or intellectual rights of third parties.

3. LIMITED WARRANTY. Questica warrants that so long as Product Maintenance and Support services are provided by Questica that the Software, when properly installed, will perform substantially in accordance with the accompanying written materials. If the Software does not so perform during such period, Questica will correct, at no cost to Licensee, programming errors in the Software to make the Software so perform provided that i} the Software has been properly used by the Licensee in accordance with the documentation furnished by Questica to Licensee in connection therewith; ii) Licensee notifies Questica of the programming errors and describes the nature of the suspected errors and of the circumstances in which they occur; iil) Questica1 using reasonable efforts, is able to confirm the existence of the programming errors; and iv) Licensee or any third party has not changed or modified the Software.

Licensee agrees that Questica shall not be liable to the Licensee or any other person, regardless of the cause, for the effectiveness or accuracy of the Software, the Documentation or any other related materials, or for any other specia!1 indirect, incidental or consequential damages arising from or occasioned by the use of the Software, the Documentation or the related materials, or the failure or Omission on the part of Questica to comply with its obligations under this Agreement, The Licensee hereby agrees that Questlca's maximum liability for any claim arising in connection with the Software, the Documentation or any related materials (whether in contract, tort 1 including negligence, product liability or otherwise) shall not exceed the total Ucense Fee paid by the Licensee.

THE ABOVE EXPRESS WARRANTY IS IN LIEU Of ALL OTHER WARRANTIES AND CONDITIONS (EXPRESS AND IMPLIED) AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE Of DEALING OR USAGE Of TRADE, INCLUDING BUT NOT LIMITED TO WARRANTIES OR CONDITIONS Of MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. NO OTHER WARRANTIES OR CONDITIONS EXPRESS OR IMPLIED ARE GIVEN.
4, LIMITATIONS OF REMEDIES ANO DAMAGES. Subject to Section 10 hereof, Quest[ca's entire liability and the Licensee's exclusive remedy under this agreement shall be i) if Questica is in breach of the Limited Warranty, to require Questlca to replace any defective media or to correct any defects and make any modifications which are necessary to cause the Software to confirm in all material respects to the Documentation; or il) the termination of this agreement.

In the event of any such termination, Questica shall not be liable in the aggregate for any damages which exceed the-amount paid hereunder by the Licensee to Questica as Soft.Na re License Fees. In no event shall Questica be liable for indirect, special, incidental, or consequential damages, even If advised of the possibility of such damages.

5. DISPUTE RESOLUTION/ ARBITRATION. In the event of any dispute arising out of or relating to and/or in connection with this Agreement, the parties' project managers shall use every reasonable effort to resolve such dispute in good faith within ten {10) business days. If the project managers have failed to resolve the dispute within such time frame, then the dispute shall be escalated to the next escalation level. At each escalation !ever, the designated executives shall negotiate in good faith in an effort to resolve the dispute. 08-August-14r23 7 of 24
Turning Objectives into Outcomes
Escalation Level Questica Management Licensee Management Level Period of Level Resolution Efforts
First level Project Manager Project Manager 10 business days Second Level President Finance Department Manager 10 bu$iness days Third Level Chairman Director of Finance or Treasurer 10 busine.ss days If the above escalation periods have elapsed and there continues to be a dispute as to any matter herein, the matter in dtspute shall be referred to arbitration by a single arbitrator, if such parties agree upon one arbitrator, or otherwise by three c1rbitrators, of whom one shall be appointed by Licensee and one shall be appointed by Questica and the third shall be chosen by the first two named before the arbitration. The arbitration and the appointment of the arbitrator shall, unless expressly provided for herein, be conducted in accordance with the Arbitrations Act (Ontario). The award and determinatlon of such arbitrator, arbitrators or any two of such three arbitrators shall be binding upon the parties and their respective successors and permitted assigns. Licensee and Questlca shall co-operate in completing any arbitration as expeditiously as possible and the arbitrator or arbitrators may hear such experts as may appear to him orthem appropriate. Any interested party shall bear its costs and expenses incurred in connection wlth the arbitration except for the cost of the arbitrator or arbitrators and experts engaged by him or them which shall be borne by Questica and Licensee equally. Notwithstanding the foregoing, arbitration shall not preclude the right of either party to seek injunctive relief.

6. IRREPARABLE HARM. Licensee acknowledges and agrees with Questica that the breach by it of any of the provisions of Section$ l-4, 8 or 10 of this Agreement would cause serious harm to Questica which could not adequately be compensated for in damages and in the event of a breach by Licensee of ahy of such provisions, Licensee understands that art injunction may be issued against it restraining it from any further breach of such provisions, but such actions shall not be construed so as to be In derogation of any other remedy which Questica may have in the event of such breach.

8. CONFIDENTIAL INFORMATION. Each of the Parties shall use reasonable efforts {and, in any event, efforts that are no less than those used to protect its own confidential information) to protect from disclosure the confidential information only to its employees or agents who require access to it for the purpose of this Agreement or as otherwise provided in this Agreement. This Section shall survive the termination of the Agreement For the purposes of this Section, "confidential information" means all data information which when it is disclosed by a Party is designated as confidential and shall include the Work and any other proprietary and trade secrets of Questica to which access is obtained or granted hereunder to Licensee; provided, however that confidenthil information shall not include any data or information which (a) is or becomes publicly available through no fault of the other Party, (b) is already in the possession of the Party prior to its receipt from the other Party, (c) is independently developed by the other Party, (d) is rlghtfullyobtained by the other Party from a third party, (e) is disclosed with the written consent of the Party whose information.it is, or (f) is disclosed pursuant to court order, or other legal compulsion.

10. TERMINATION. This Agreement is effective as of the Effective Date and shall continue unless and until this Agreement is terminated.

Licensee may terminate this Agreement If Questica 1s declared Insolvent, has assigned this Agreement in violation of the terms and conditions herein, or has made an assignment for the benefit of creditors.

If the Agreement is terminated in this manner, no refund wlll be provided for any maintenance or support services paid in advance.

In the event that Licensee shall be in breach of any provisions of the Dispute Resolution/ Arbitration Section outlined in thls Agreement, Questlca may provide notice of such breach to Licensee, who shall have thirty (30) days from the date of such notice to cure or rectify the said breach. Shou Id Licensee fail to cure or rectify the said breach in the said thirty (30) days, Questica martermlnate this Agreement.

Such termination by Questica shall be in addition to and without prejudice to such rights and remedies as may be available to Questica Including injunction and other equitable remedies.

The provisions of Sections 1-3, 8, 9, and 11 herein shall survive the termination of this Agreement.

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BUDGET
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11. DISENTAGLEMENT. In the event that Licensee has entered into or enters into agreements with other Contractors or government institutions for additional work related to the Capital or Operating Budgeting process, Questica agrees to cooperate with such other parties. Questlca shall not commit any act which will unnecessarily interfere with the work performed by any such third parties.

In the event of termination of this Agreement, Questica agrees that it shall provide reasonable assistance to, and shall not hlnder a complete transition of the software functionality being terminated from Questica and Its subcontractors to the Ucensee1 or to any replacement provider designated by the Licensee, without any Interruption of or adverse impact on the services provided hereunder or any other services provided by third parties. Any additional services requested by Licensee during the disentanglement period shall be provided by Questlca at Questica's standard rates.

12. NOTICE. Any not lee or other communication required or permitted to be given hereunder or for the purposes hereof to any party shall be in writing and shall be sufficiently given if delivered personally to such party1 or if sent by prepaid registered mail or if transmitted by facslmlle transmissions to such Parties as detailed in the attached Quotation or at such other address or facsimile number as the Party to whom such notice is to be given shall have last notified (in the manner provided herein) .the Party glving such notice. Any notice delivered to the Party to whom it Is addressed as provided herein shall be deemed to have been given and received on the day it is delivered at such address, provided that if such day ls not a Business Day, then the notice shall be deemed to have been given and received on the Business Day next following such day. Any notice mailed to a Party shall be deemed to have been given and received on the fifth Business Day next following the date of its mailing provided that no postal-strike Is then in effect or comes into e.ffect within four (4} Business Days after such mailing. Any notice transmitted by facslmile shall be deemed given and received on the day of its transmission if such day is a Business Day and if not, then on the next day that is a Business Day.

13. FORCE MAJEURE. Except as expressly provided otherwise in this agreement, dates and times by which any Party is required to render performance under this agreement or any schedule hereto shall be postponed automatically to the extent and for the period that such Party is prevented from meeting them by reason of any cause beyond lts reasonable control {other than lack of funds), provided that the Party prevented from rendering performance notifies the other Party immediately and in detail of the commencement and nature of such cause and the probable consequences thereof, and provided further that such Party uses its reasonable efforts to render performance in a timely manner utlliz!ng to such end a!I resources reasonably required in the circumstances, including obtalning supplies or services from other sources if same are reasonably available.

14. SOFTWARE ESCROW. Questica wlll deposit in escrow the Software source code for the most recent version of the Software. The Escrow Agent will be authorized to release the escrowed source code to the licensee should Questica become insolvent or cease to carry on business and the business of Questica is not continued by a Receiver or Trustee or Assignee.

15. MEDIA RELEASES. Neither party shall use the name, trademark or logo of the other party without the prior written consent of the other party. Notwithstanding the foregoing, Questica may use the licensee's name and identify the licensee as a Questica client in advertising, marketing materials, press releases and similar materials.

16. USE OF SUBCONTRACTORS. Questica warrants that all persons assigned by it to the performance of this Agreement-shall be employees or authorized subcontractors of Questlca and shall be fully qualified to work under this Agreement. Questica shall ensure that an adequate number of appropriately qualified personnel are employed and available to satisfy its obligations as out!lned In this Agreement.

17. EXPORT CONTROL. The Software \s intended for distribution only in the United States and Canada. Licensee agrees that it will not directly or indirectly, export or re-export the Software {or portions thereof) to any country, person1 entity or end user subject to U.S. or Canadian export restrictions.

18. MISCELLANEOUS. This Agreement, including all Schedules and Exhibits attached hereto, is the entire agreement between licensee and Questica pertaining to licensee's right to use the Work and supersedes al! prior or collateral oral or written representations or agreement related thereto. This Agreement shall be governed by the law of the province of Ontario, Canada. Except as otherwise provided herein, no term or provisions hereof shall be deemed waived and no breach excused unless such waiver or consent sh al! be in writing and signed by the Party to, or waiver of, a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of, or-excuse for any other different or subsequent breach.

19. HEADINGS; SEVERABILITY. The headings and other captions in this Agreement are for convenience and reference only and are not to be construed in any way as additions or llmitations of the covenants and agreements contained In this Agreement. In the event that any provision hereof is found invalid or enforceable pursuant to judicial decree or decision, any such provision shall be deemed to appiy only to the maximum extent permitted by law, and the remainder of this Agreement shall remain va!ld and enforceable according to its terms.
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APPENDIX A - Maintenance and Technical Support Services (A) Product Maintenance. On an as-available basis, Questica will provide enhancements, modifications or upgrades to the Software as Questica may from time to time make available to its Licensees generally ("Updates") but excluding any New Product (a "New Product" being a solution which, ln Questica's determination and subject to genera! industry standards, does not replace the Software licensed hereunder.) Updates do not include:

1. Platform extensions including product extensions to (i) different hardware platforms; {ii) different windowing system platforms; (iil) different operating system platforms
II. New applications
Ill. Services associated with the application or in~tallation of Updates Installation of Updates is the responsibility of the Licensee. !f requested, Questica will provide assistance in the installation of Updates at its then current rates1 including the testing of any site specific customizations. Questlca will provide a quote for any required rework associated with customizations resulting from the upgrade. [B) Technical Support Services. Comprehensive Phone and e-mail based Technical Support of a reasonable nature. 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. Support Services include the support of Questica supplied integrations that have not been modified by the Licensee. Each support incident is deemed closed when a remedy, workaround, or recommendation for the instal!ation 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 does not include:

I. Custom Programming Services.

II. On-site support.

Ill. Software Installation or re-installation.

IV. Update Installation, or data and report updates required to support Updates.

V. Licensee developed interfaces, API interactions, or customizations.

Vl. licensee developed reports.

VII. End-User Training or Re~Training.

VIII. Licensee Hardware Issues.

IX. Correction of data issues derived from user error or product misuse.

X. Changes to Questica developed custom reports or product customizations (including Questica supplied custom business rules or customized user screens) that are outside the scope of the accepted specification, scope of work, or authorized change requests.

XI. Corrections to Questica developed custom reports or customizations beyond six months from the date of delivery. {the warranty period)
XII. Changes to integration functionality made necessary due to licensee server modifications/replacement, or changes by upgrades or changes to the integrated financial system software or hardware.

Questica may at its sole discretion, periodically make reasonable modifications or changes.to the Technical Support Services and/or Product Maintena-nce Services provided.

Licensee is responsible for all hardware, operating systems, network setup, network maintenance and setup, SSRS maintenance 1 SQL Server database maintenance, 115 maintenance and setup, backup strategy, disaster recovery strategy and the use of any file access control systems required In the support of the Software. Licensee may be required to grant Questica certatn limited access rights to Licensee's computer systems in order to render support.

Licensee is responsible for ensuring that its personnel have sufficient training to attain and maintain competence in the operation of the Software.

Technical Support is available through Questica's normal business hours, Monday through Friday, 8:00am through 8:00pm, Eastern Standard Time. Extended coverage is available for an additional fee. Questica will provide an initial response to a!I properly submitted support requests within two (2) business hours of Initial submission,

END OF LICENSE AND SERVICE AGREEMENT DOCUMENT
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Scope of Work
Questica Budget Implementation for
City of Santa Clara

1. Revision History
Edition Date Authors Notes/Changes
! 25 ! 25-Jul-14 ! James McCall, Mike
L J ____ J::e,Ge,~M:i ___ _
·······-··· ·--.. ·--···· ..... _,_,. ____ ,_ .......... ----···--------~~ * The edition signed-off by Questica & The Customer is included in the contract. The notes in the above table must indicate which edition that is and name the signatories for both parties.

2. Scope of Work
In the Scope of Work tables, entries In the column headed "Scope of Work" are defined as follows:

Entry Meaning
I In scope I The task or function is Within the scope of work to be undertaken by Questica I professional services.
i--c~st.om.er-·t;si-····L.1ie··1~sk-or·f~-n-ct·i~n is not within the scope of work to.be-·u;:;-d-Ei~taken by Questica i professional services, but will be undertaken by The Customer. , ',,. ······"·········· ....... ,. ·····-·-·· ............... ~········-····~--~-~-~·~------ 1 Not in scope The task or function is not within the scope of work to be undertaken by Questica professional services, nor will it be undertaken by The Customer. ,-....-~-~----~----------------------- ................................ _ ... _ .. ,-... ·•-- ! n/a Some functions such as reporting using the standard Questica Budget report library are available to, and utilized by, The Customer but their use is ancillary to the I implementation of Questica Budget and not a required component of implementation.

Questica and The Customer agree that the [ mplemelitation of Questica Bu diet is-a-;hared responsi b;·t-li-ty-. ~ and that neither party is in total command of all the resources necessary to achieve objectives within mutually agreed timeframes. However, both Questica andThe Customer agree 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.

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"Integration" as used ln this Scope of Work shall Include the data population of pre-existing costing centers for the operatlng module and projects for the capital module. Data elements identified by a full GL account in the general !edger will be imported as a Questlca Budget GL object if that element can be unambiguously matched to a pre-existing GL object or to a pre-existing costing center/ project+ fund combination. An exception report is provided for data elements which cannot be thus matched. Similarly, .integrations will not create accounts in the general ledger where no such accounts exist. General ledger integratlons do not include the integration of post approval budget amendments and transfers other than in the form of unannotated changed budget amounts. In the case of project budgets and actual data, this Scope of Work covers only those situations where the project identlfier forms part ofthe GL account string or is available in the import fi!e, query or web service. The customer agrees to provide Questica with assistance in understanding the nature and location of the data to be integrated and, where required, create or cause to be created all necessary sources of data including database queries, delimited files, and/or web services.

Focused training is available for certain aspects of the system (client authored reports, security configuration, allocations, change requests, etc). These subjects are all adequately covered in the standard training. Focused training is only required where pre-sales consultation determines a particular need.

2.1. Questica Budget Configuration & Shared Components
functional Area · : · · Description • : · , . , · · · · , Scope of· . · . · ' · ,·: -· · · ·· ' .. Work
. Implementation
Hosting
Production Hostfng
Questlca will configure production and test versions of Questica Budget during the implementation period, These will be hosted by Questic;:i for a period not to exceed 6 months from the signing hereof,
The Customer will proVide a server operating environment as follows:• Microsoft® Windows Server®: supported versions - 2008, 2008R2, 2012, 2012R2 (Standard or Enterprise editions, 32 & 64 bit)• Microsoft Internet Information Server (IIS): component of installed Windows server.• Microsoft SQL Server® and SSRS (SQL Server Reporting Services): supported versions - 2008R2, 2012 or 2014• Microsoft .NET Framework 4.0 installedThe Customer will provide user workstation environments as follows:• A web browser; supported browsers - Internet Explorer 9 or newer, Safari latest release (on Mac only), Firefox latest release, Chrome latest release.• Microsoft Excel 2007 or newer (if spreadsheet export/import feature is required)• Microsoft .NET Framework 4.0 installedThe Customer will provide a technical contact with full security access to the operating environment as well as the authority and proficiency to assist Questica in the configuration ofQuestica BucJget and/or fo provide Questica personnel with full VPN access and permissions for the operating environment,
Ouest1ca
BUDGET
In scope
Customer
task
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Turning Objectives into Outcomes
Questica Access To
Production Server
Budget Book
__ Prep_aration __
Administrator
I Authored Reporting
Questica Implementation.& technical staff have full access to the productlon system for the purpose of systern implementation and product maintenanc.e.

Provide Questica Budget expertise for Budget Book production ~~:~:9._e>.!b_r:?!_Pr~~F.E.~~~-activities, ,. ____ _
Provision of database models for administrator authored report building using Report Builder 3.0. Note that creating administrator --~----+_a_uthored reports is a customer task.

Focused Training: Training in the use of report views using Report Builder 3.0.

Administrator Training will be carried out using web conferencing tools. Each Authored Reporting 1 training session in the use of report center reporting is applicable ' to any and all installed modules.

In Scope
Not in scope
In scope
In scope
"""~-v•••••.,.,~-w=•,~~-•-~-------+ -------------~-----•-------+-------' : Application Level
I Security
Determine how and when to use the various security levels available within Questica 8Udget, enter users and assign them to groups and roles. Questica will assist with this task until such time as administrators have received training in the security component of Questica Budget.

Customer
.task
I
Focused Training:

Security
Additional training in the use of Questica Budget's security component over and above that provided in the administration training. For installations with large user base and complex Not in scope
: ........ _., .. _._ ... , .. - .. - ... ·--· ......... _ .. __ 1._s_e_cu_r_it_y_n_e_e_d_s·------------------~------< ! Focused Training: : Training in Questica Budget administration. i Administration
Not in scope
i
i Focused Training:
! Allocations
Additional training in Questica Budget's Allocations feature, over , and above that provided in the Operating training.

Not in scope
' -----------------· .. ------··--------
Focused Training: Additional training in Questica Budget's Change Requests feature, Not iri scope Change Requests over and above that provided in the Operating/Capital training.

Focused Training: Training in Questica Budget's Dashboards feature. Not in scope Dashboards
e-----------t---------··-----------------t--------,
i Single Sign-On Configure Questica Budget to use The Customer's existing In Scope Windows Authentication for user logon.
;-----------+---·- .. ·····-·----.. -····· .. -.................... _ ... _ .... _ .. _________________ -+-------l ' Create Division/Department hierarchy created by impo.rtlng Excel Division/Department workbooks. Questica will supply The Customer with blank Structure workbooks which must be completed accotding to the defined format and struc:ture.

Import from data import workbooks.

In scope
In scope Objects/Gl Accounts
& Categories
L . . . .. ""-.. -.. -------··-··-·--... -.................... " ... _ ..... _ ................ ------t-------, Fund Categories &
Funds
···········-·-···-······-· --
Dashboard Widgets
Import from data import workbooks.
lf not in scope then The Customer will leverage Questica provided training to determine how to configure Dashboar.d Widg.ets within the system.

2.2. Operating Module
Ouest1ca
BUDGET
Ins.cope
Not in scope
08-August-14r23 13 of 24
Turning Objectives into Outcomes
The Questica Budget Operating module is included in this installation.

Functional Area Description Scope of
Work
- ' - ' Allocations Add m The Quest1ca Budget Allocations add on to allocate spec1ftc In scope forecasts to multiple costing centers.

Train-the-Train er: "Train the trainer" training in the use of Questica Budget's In scope Operating Operating module. Training will be carried out onsite. ...... _,._
Train-the-User: "Train the user" training in the use of Questica Budget's Operating Not in scope Operating module.
;
i
i
Import Data ... 1 Initial data is. imported into Questica Budget from Excel® files ("workbooks").

I Questica will supply The Customer with blank workbook templates which must be I comp.leted according to the defined format and structure. ! Questica will import the operating data up to two times, subject to the supplied data being clean and free of inconsistencies. At a minimum, the files will contain the data necessary to:
! • Create costing centers
I
• Add co.sting centers to departments consistent with, and shared by, the Capital budget module
! • Define funds and associate costing centers with funds i • Create Gl objects and associate them with object categories I • Associate dollar amounts with Gl objects at the costing center level. .......... ,_ .............. ''"'~"···-·-·--
Import Initial Budget Import up to 5 years of data from data import workbooks. In scope ..... -.-..

Import Historic Import up to 2 years of data from data import workbooks. In scope Amended Budgets
······•=•=·,··· 'O"'""O"ON-"""'""'"••••••••""'"'"'""-"'"'' • ~--~~ .... , ... -, ........

I-Import Actua-i;Daia Import up to 2 years of data from data import workbooks. In scope "'"""'""•"'•N~•~"'"""""• ... ~H•m,H,H~•• ..... ·.~, ........

For the purpose of the above, the definitions of costing centers, divisions, departments, GL objects, object categories and funds shall be those found ln the Questlca Budget Operating manual. The mathematical relationships between them shall be those currently supported by Questica Budget and described in the Questica Budget Operating ManuaLThe. import,of chart ofaccount segments ("chart fields") other than those that relate to dlvisfon, department, fund, cost center and GL object is not within scope unless expressly referenced in the "Customizations" section of this Scope of Work.The object/object category, division/department/costing center and fund category/fund structures must be consistent across all years and across the Operating module and capital module ffboth are used- The Cust.omer will resolve any inconsistencies in the structures implTdt in the actual and budget import data prior to providing them to Questica for import to Questica Budget.If import data is supplied in the Excel import templates provided by Questica and the data is consistent with the data integtity requirements of Questica Budget, Questica will populate the Questlca Budget database within 15 business days of receiving the import workbooks. The inclusion of custom chart of account segments (chart field items) or data that violates Questica Budget's data integrity rules wfll extend this timeframe, unless otherwise detailed in the "Customization" s.ection below.

I ~~port Configuration
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.·--·-----·-······----·--··---- ---·······--- .. ·-·-·-·•.-·-·-·--·-···--·-·.-----~----~ I Import from data import workbooks. ! Costing Centers In scope . ···········---· . : - . . ..................................... __ ........... _. __ ........... ·---····· .. ·····•·-.......... ----+--------! Configuration ...
... ................... -....... ~ .. ···-·~·········---_,_- -----------------~ .......... •-----< Operating Budget ! If not in scope then The Customer will leverage Questica provided Stages I training to determine how to configure Questica Budget's budget I stages to assist in their budget process and establish those stages i within the system.
\
Customer
task
----·.----······-···-----·------- -----.--------------·········----1 1 If not in scope then The Customer will leverage Questica provided I training to determine how and when to use the concept of ' scenarios to assist in their budget process. Scenarios are versions i Scenarios
i scenarios ut on y one scenario may e active an inc u e mt e Customer
task
of a co~tinbg cente1 r budget. A costing cbenter may hdave1mdultdl~le h ],i. , ......... ---·-· .. ··-·................. . ........... ' .consolidated budget. _._ ............... - ......... -........ -............... , ............. .. i.lntegratio_n_ ... ___ __,_l -···-·········-·· .. ------------------------+L------i Budget Export : Automated facility to transfer Operating module budget data In scope from Questica Budget to The Customer's general ledger at the approved budget object/costing center level on an annual or other basis when invoked by a user. Questica shall be responsible for providing the software interface into Questlca Budget and the operational infrastructure requlred to manage the integration.

The Customer sha II .be responsible for ensuring that the standard Questica Budget to financial system import integration
component is available. Budget data integ-ratioti shall be at the , division, department, cost center, fund and GL object level only. ! Notwithstanding responses to Requests for Proposals or other ! communications between Questica and The Customer, Questica will create no more than 1 custom export configuration. No custom user interface will be created for the selective export of sections of the budget, nor is the integration of additional chart of account segments ("chart fields") included in thls Scope of Work unless expressly referenced in the "Customizatlons" section of this Scope of Work.

For the purposes of clarity, the PeopleSoft integration export will include Fund, Dept, Account, Project, Item, Grant, and Scenario.

This on demand export of approved budget data to PeopleSoft will allow the budget administrator to select from the available scenarios. The one that .. they .. cho.s_e_w_i_U_b_e_e_x'-po_r_t_ed_.~----~-------' Ouest1ca
BUDGET
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I Actuals Import
--------~---~----------- ..... --,---------, Automated facility to transfer actual data from The Customer's general ledger to the Questica Budget Operating module at a transaction level on a daily basis when automatically scheduled.

In scope
Questica shall be responsible for providing the software interface from Questica Budget and the operational infrastructure required to manage the integration. The Customer shall be responsible for i making available the data to be exported from the financial system, either in CSV formatted flies or by ensuring that the standard financial system to Questica Budget integration component is available. Actual data integration shall be at the cost center, fund and GL obJect level only. Notwithstanding i responses to Requests for Proposals or other communications between Questica and The Customer, Questica will create no more than 1 custom actuals import configuration. No custom user interface will be created for the selective export of sections of the budget, nor is the integration of additional chart of account segment$ ("chart fields") inducted in this Scope of Work unless expressly referenced in the "Customizations" section of this Scope of Work.

For the purposes of clarity, this PeopleSoft integration actuals import will include Fund, Dept, Accollnt, Project, Item, Grant. (Normally actual cost data is applicable as an actual to all ________ ....,.,.s_c_e_n_ar_io_s_,.)'-------------------~-+-------1 Reports ... - .. ···-·----··-·· ...... __ _______. ____ , ... ----------------------+-------- ' Standard Reports
I
Provision of Questica Budget's standard Operating module \ In scope Custom Report Views
reports._·----- .. ··--------------------+-------1
Provision of Questica Budget's standard report views for the Operating module.

Adaptation of report views to include custom fields c!dded to the Operating module.

In scope
Not in scope ..
i---- ... · .. ······---·~~~--t---~-- --~--~---------------1------------~-, Customizations ...
-----------------------~--- .. ·--Customizations include custom business rules, modifiers, user interface (grids, forms, etc), hand-crafted reports and ad-hoc reporting models. They are all detailed in section "2.6. Customizations" of this Scope of Work document.
'--'--·······~·~·"-"~ ................. -------

2.3. Capital Module
The Questica Budget Capital module is included in this installation.

Functional Area Description Scope of
Work
l Train-the-Trainer:
'C . I j aprta
'
I Train-the-User: Capital
I ! ___________________ _
''Train the trainer" training in the use of Questica Budget's Capital module. Training will be carried out on.site.
"Train the user" training in the use of Questica Budget's Capital module.

Ouest1ca
BUDGET
In scope
Not in scope
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··-···-.......... ·-···--·~······-·-.. -·-···"'-.. '-•'" -,-, ... -, ---------------------------------------------------- Import Data ... ! Initial data is imported into Questica Budget from Exce/«i files {"workbooks"), i Questica will supply The Customer with blank workbook templates which must be I completed according ta the defined format and structure.,Questica wt/J import the .
1 capital data up to two times, subject to the supplied data being clean and free of inconsistencies. At a minimum, the files will contain the data necessary to:• I Create projects• Create asset types & assets• Associate projects with asset types• i Associate projects with divisions consistent with, and shared by, the Operating ! budget module• Define funds• create Gl objects and associate them with object categories• Populate projects with values.
,__ ________ ,__ _________________________ . a,-· --------i 1 rmport Initial Budget Import up to 5 years of data from data import workbooks. In scope , Import Historic [ Import up to 2 years of data from data import workbooks. i Amended Budgets 1
In scope
;_., ____ ., _______________ ,_,_, ___ ., ___________ ,, __ ,, ____ . .,.-.. --~e----------·---·--·- .... -·,---------·----------------l- .......................... .,.,_,. __ . i Import Actuals Data Import up to 2 years of data from data import workbooks. ; In scope . I L __ .. --------~------------------------~--------' For the purpose of the above, the definitions of projects, divisions, departments, assets, GL objects, object categories and funds shall be those found in the Questica BUdget Capital manual. The mathematical relationships between them shall be those currently supported by Questica Budget and .described in the Questica Budget Capital Manual.

The object/object category, division/department/project and fund category/fund structures must be consistent across all years and across the Capital module and capital module if both are used. The Customer will resolve any inconsistencies in the structures implicit in the actual and budget import data prior to providing them to Questica for import to Questica Budget. lf import data is supplied in the Excel import templates provided by Questica and the data is consistent with the data integrity requirements of Questica Budget, Questica will populate the Questica Budg.et database within 15 business days of receiving the import workbooks. The inclusion of custom chart of account segments (chart field items) or data that violates Questica Budget's data integrity rules will extend this timeframe; unless otherwlse_detailed in the ""&'Lookup-lotalisation'!AlO&'"' section below.

Import Configuration I
Capital Projects ; Import from data import workbooks. In scope ~---------··-·-~----------·- ----------------+-- ----
Configuration ...
i Capital Budget Stages
!
' Scenarios
j if not in sc~·p;·the~··=rhe Customer will l;verage· Questica provid~d -- 'cu~i"om~r ! training to determine how to configure Questica Budget's budget task J stages to assist in their budget process and establish those stages j within the system.
;I' If not ln scope then The Customer will leverage Qµestica provided training to determlne how and when to use the concept of I scenarios to assist in their budget process. Scenarios are versions a project budget, A project may have. multiple scenarios but ly one scenario may be active and included in the consolidated Customer
task
,.................................. ......................... ~~~!::-................ ,----------------------+ Integration ... ·
.................. _,_, ....... ---·-·-···-·--·-·---·-·--------'--------' Ouest1ca
BUDGET
Turning Objectives into Outcomes
08-August-14r23 17 of 24
Budget Export
Actuals Import
• c· -~~
- - -----·--·····--- --- -~---···-··t
Reports ...
··~·_J
~ '"' -~""" __ ,
Automated facility to transfer Capital module budget data from Questica Budget to The Customer's general ledger at the approved budget object/department level on an annual or other basis when invoked by a user. Questica shall be responsible for providing the software interface into Questica Budget and the operational infrastructure required to manage the integration.

The Customer shall be responsible for ensurlng that the standard Questica Budget to financial system import integration
component ls available. Budget data integration shall be at the division, department, cost center, fund and GL object level only.

Notwithstanding responses to Requests for Proposals or other communications between Que.stica and The Customer, Questica will create no more than 1 custom export configuration .. No custom user interface will be created for the selective export of sections of the budget, nor is the integration of additional chart of account segments ("chart fields") included in this Scope of Work unless expressly referenced in the "Customizations" section of this Scope of Work.

For the purposes of clarity, the PeopleSoft integration export will include Fund, Dept, Account; Project, Item, Grant, and Scenario.

This on demand export of approved budget data to Peo.pleSoft will allow the budget administrator to select from the available scem;irios. The one that they chose will be exported.

Automated facility to transfer actual data from The Customer's general ledger system at the GL object/project level on a regularly scheduled basis and/or other basis when invoked by a user.

Questica shall be responsible for providing the software interface from Questica Budget and the operational infrastructure required to manage the integration. The Customer shall be responsible for making available the data to be exported from the financial system, either in CSV formatted files or by ensuring that the standard financial system to Questlca Budget integration component is available. Actual data integration shall be at the cost center, fund and GL object level only. Notwithstanding responses to Requests for Proposals or other comrnuntcations between Questica and The Customer, Questica will.create no more than 1 custom actuals import configuration. No custom user interface will be created for the selective export of sections of the budget, nor is the integration of additional chart of account segments {"chart fields") included in this Scope of Work unless expressly referenced in the "Customizations" section of this Scope of Work.

For the purposes of clarity, this PeopleSoft integration actuals import will include Fund, Dept, Account, Project, Item, Grant. (Normally actual cost data is applicable as an actual to all s~narios.)
~•~-~~-
Ouest1ca
BUDGET
·-~-~-"
In scope
In scope
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,,, .... ,.,., ................................... , .............. , ................... ,,, .. , .... , .. ,.,.,, .. ,..,. .... , .... .,, __________ ~----~ Standard Reports Provision of Questica Budget's standard Capltal module reports, In scope. ,., ... ,, .............. ,. . ......................... ,., .... ,..,..,...,., ........ --·-·····················-·-,-,- ·-----+---------< Standard Views for Provision of Questica Budget's standard report vie.wsfor the In scope Administrator , Capital module.

Authored Reporting I
l Custom Report Views
f ................................... ..
: Customizations ...

I Adaptation of report views to include custom fields added to the ! Capital module.

Not in scope
I Customizations include ~ustom business rules, modifiers, user interface (.grids, forms, etc), hand-crafted i reports and ad-hoc reporting models. They are all detailed in section "2.6. Customizations" of this Scope of : Work document.
t_ ___ , __________ , ••••••••• ,_,_,,_ •••••••••••••••••••••• - •• , ••••••

2.4. Salaries Module
The Questica Budget Salaries module is included in this installation. functional Area Description Scope of
Work
: Train-the-Trainer: ' "Train the trainer" training in the use of Questica Budget's Salaries I In scope i ! !,__i _sa_l_ar_ie_s _________ +-l _m_o_d_u_le_._T_ra_i_ni_ng_~_i~l~~--carried out onsite. I ! Train-the-User: l "Train the user" training in the use of Questica Budget's Salaries i Not in scope ' Salaries ' module. j'
............... - .... ', ........ ' .... ,., ... ...! ............................... -............. --.... ----------·-···----. .......................... , ........................ _,_ ... ----·-·~--~ I Import Data... I Initial data is imported into Questica Budget from Excel® files ("workbooks"). i I Questica will supply The Customer with blank workbooks which must be i i completed according to the defined format and structure.

I I Questica will import the operating data up to two times, subject to the supplied Import Profiles
i data being clean and free of inconsistencies. At a minimum, the files will contain i the data necessary to:
• Create profiles
• Create contracts
• Create positions
• Create salary grades
• Create salary grade steps
, • Create modifiers (benefits)
• Create employees
• Allocate employees to positions
• Allocate positions to costing centers.

Import from data import workbooks. In scop.e
1----------••~--•--~--~-- .. ••-•-•~•--• ••n•-•-••-••••••••••~•--•-•••'•••m••••••""••"•,.•••••••n•u~-~••••~••-~-••••~•------••• •-~•~•~ .. --~--c.....+~~-~-----J Import Positions
l
Import Contracts
Import from data import workbooks. in scope
Import from data import workbooks. In scope
·····---·-···----··------··-----···-··· ···--·· ......... ···-·--·· .-.. ·····-··- ............................................................. -...... -......... ·-· ---.. t--------, Import Grades Import from data import workbooks. In s~ope' ---·-.. -----+·--~-··----·····-- .... __ . ,.-......... ---····---·--·-···· ............ --...... ____ ._._. __ .. _ ... _ ................. ---·~---··--~ ~ "~-······· Import Grade Steps Import from data import workbooks.. In scope ~--------~-----------------------------~---
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BUDGET
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Import Benefits
(Modifiers)
... ···r 1~p~~tfr~;;"d~ta import workbooks (if sufficient_·_m_o_d-if-ie_r_s_ex-i-st-~~Cu-s-to~~~ scope then The Customer can enter modifiers manually. This is l. to make this more efficient that entering manually). If not in task _ ___ _ ~;~~~:J;pe;~itcient t:~_nentering data into a spread~~~et for Import
Employee/Position
Allocations
· Import from data import workbooks. In scope
!-----------+----------·----------------+----··~
Import
Position/Costing
Center Allocations
Import from data import workbooks. In scope
---------··•-•. ,, .. ,.- ... ,-~-- ---------
For the purpose of the above, the definitions of profiles, contracts, positions, salary grades, salary grade steps, employees and modifiers shall be those found in the Questica Budget Salaries manual. The mathematical relationships between them shall be those currently supported by Questica Budget and described In the Questica Budget Salaries Manual.

Integration ... 1
HR Data Automated facility to synchronize salaries data between Questica In scope Budget and The Customer's HR system. Questica shall be
responsible for providing the software interface into Questica Budget and the operational infrastructure required to manage the integration. The Customer shall be responsible for making available the data to be exported from the HR system, either in CSV formatted files or by ensuring that the standard HR system to 1 Questica Budget integration component is available for extractihg data from and updat(ng data within that system. This will be through the export and import of structured files or by providing database interfaces (=stored procedures and queries). This integration synchronizes:• New, deleted and updated
employees;• New, deleted and updated positions;• Changes in employee-position relationships;• Changes in position-costing center relationships. The integration of prof!les (bargaining units), grades, steps, pay scales and benefits shall not be included unless expressly referred to in the rccustomizations" section of this Scope of Work. Notwithstanding responses to Requests for Proposals or other communications between Questlca and The Customer, the integration of custom chart field items is not included unless expressly set out in the "Customizations" section of this Scope of Work.
;._.,.,-•••-,•-•--·-····• ----••••••--+-----------------~-~~~••••-,~•~--+-~-'"~~-•-••••~•--•~~""rn Include ...

Publish To Operating Publication ofcalculated salaries to the Operating module's data. In scope •~ •••~•"•-.,••-,.rn•••·••••••••-----+--------•••••~uC~ .. ------------~---->---------l Standard Reports
Standard Views for
Administrator
! Authored Reporting
Provision of Questica Budget's standard Salaries module reports.

Provision of Questica Budget's standard report views for the Salaries module.
-•--·~ --,,··-------------
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In scope
In scope
08-August-14r23 20 of 24
Custom Report Views Adaptation of report views to include custom fields added to the Salaries module.

Not in scope
Customizations include custom business rules, modifiers, user interface (grids, forms, etc), hand-crafted reports and ad-hoc reporting models. They are all detailed in section "2.6. Customizations" of this Scope of ' Work document.

2.5. Performance Measures Module (Not applicable unless option is executed) The Questica Budget Performance Measures module is included in this installation.

Functional Area Description Scope of
Work
Train-the-Trainer:

Performance
Measures
Train-the-User:

Performance
Measures
Import Data ...

Configuration ...
and Units
Measures
Scorecards
Customizations ...
"Train the trainer" training in the use of Questica Budget's Performance Measures module. Training will be carried out "Train the user" training in the use of Questica Budget's Performance Measures module.

In scope
Initial loading of Performance Measures from another data source (Excel® "workbooks") is not available for Performance Measures
If not in scope then The Customer will leverage Questlca provided training to determine how to configure Performance Measures Categories and Unis, establishing those stages within the system.

If not in scope then The Customer will leverage Questica provided training to determine how to configure Performance Measures within the system.

If not in scope then The Customer will leverage Questica provided training to determine how to configure Performance Measure Scorecards within the system.
... . ··················· ........................................ .

Customer
task
Integration of Performance Measures with external systems is not available.

Provision of Questica Budget's standard report views for the Performance Measures module.

Adaptation of report views to include custom fields added to the Performance Measures module.

In scope
In scope
Not in scope
Customizations include custom business rules, modifiers, user interface (grids, forms, etc), hand-crafted reports and ad-hoc reporting models. They are all detailed in section "2.6. Customizations" of this Scope of Work document.

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2.6. Customizations

2.6.1. Custom Business Rules (CBRs}, Modifiers, User Interface Customizations include:
• Integration export Scenario selection functionality. Up to 8 hours of development related towards the user selection of a Scenario for on demand budget exports. • Creation of Santa Clara's Chartfields within Questica Budget • The integration of Santa Clara's Trees/Hierarchy
• Setting up of 6 Combination Rules (Validations) as related to funds, GL accounts etc. guidelines • Fee Schedule Calculator
• See detailed calculations in Exhibit A3
Customizations not listed here can be accommodated upon receipt and acceptance of a change order.

This Includes the FTE Allocation Delta and the export of position updates in order to update PeopleSoft HR.

2.6.2. Custom Reports, Custom Report Views and Custom Dashboards This Scope of Work does not include the development of custom reports, views or dashboards.

This order includes up to 150 hours of custom reporting to be used for reports or standard report modification at the discretion of Santa C[ara.

Custom reporting and dashboard requirements not listed here can be accommodated upon receipt and acceptance of a change order.

2.6.3. Specifications
Before Questica undertakes any customizations described herein, as well as general ledger integrations and data imports, The Customer and Questica shall prepare and sign-off on the detailed specifications ("Specifications") for the work to be performed.

2.6.4. Change Orders
Questica recommends that City of Santa Clara sets-aside a contingency amount for Change Order items not specifically identified in this SOW.

Any changes to the agreed specifications, including changes requested by The Customer within the warranty period, shall be the subject of a new change order and the work to be carried out thereunder shall be separately quoted, agreed, and billed and shall not be included as part of this Scope of Work.

2.6.6. Warranty
Once completed the custom work shall be warranted by Questica ln accordance with the uTechnlcal Support Services" section of the Questica Software License Agreement.

2. 7. Project Management

2.7.1. Questica Project Management Responsibilities

1. Coordinating the development of the project plan in consultation with The Customer project manager and team members.

2. The timely delivery of items identifLed as "In scope" within this SoW.

3. Ensuring that members of The customer staff are sufficiently educated in the Questlca Budget application to understand the Implications of initial design decistons. f~ Ouestu:a ~,P BUDGET
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08-August-14r23 22 of 24

5. Advising The Customer of expected completion dates for items identified as ucustomer task'1 within this SoW.

6. Advising The Customer of the impact on the expected delivery dates of "Customer task11 items when prerequisite customer tasks, such as the completion of data import templates or approval of report specifications, are advanced or delayed.

7. Monitoring the progress of the project and advising The Customer of risks to lts on~time completion.

8. Coordinating the completion and approval of change orders.

2.7.2. The Customer Project Management Responsibilities

1. The timely delivery of items identffied as (/Customer task" within this SoW.

2. Advising The Customer of expected de.livery dates for items identified as '1Custorner task" within this saw.
3, Ensuring that change orders contain a full specification of the changes required.

4. Ensuring that customizations are fully specified and documented.

5. Ensuring that all Customer team members have a clear understanding of their responsibilities to the project.

2. 7.3. Project Planning

1. The project plan wi!! be prepared by the Questlca project manager in consultation with The Customer's project manager and team members.

2. The project planning phase will determine whether Questica Budget modules are to be implemented serially or in parallel and, if serially, the order of module implementation.

3. The implementation of each Questica Budget module will involve the following stages:
a. An overview of, and training in, the module and the ways in which the module can be extended by configuration and customizations.
b, A determination of how best to configure and, if necessary, customize the module to meet the objectives ofThe 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 preparatlon 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 by The Customer of a technical environment in which Questica Budget can operate.
j. The deployment of the Questica Budget application and database on The Customer servers.
k. The creation of custom ad hoc models to support the reporting of custom fields.

I. Training in the use of ad hoc modeling for Report Builder 3.0. m. Determination of custom reporting requirements that cannot be met by the standard reports and the use of Report Builder 3.0
n. The preparation of change orders and specification for any custom reports not detailed in this Scope of Work.

Ouest1ca
BUDGET
Turning Objectives into Outcomes
08-August-14r23 23 of 24
o. The development by Questica of any required custom reports detal!ed in this Scope of Work.
p. The testing and acceptances of custom reports and report views. q, The deployment of custom reports and report views.
r. 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.
s. 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. t. The development by Questica of:
i. integration components which transform budget data prior to updating the financial system;
li. integration components which transform actual result data prior to updating the Questica Budget database;
iii. integration components required to initiate the execution of integrations. u. The deployment of all integration components,
v. The testing and acceptance by The Customer of the integration components.

2.8. 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 the SQL Server environment.

End of Document.
08-August-14r23 24 of 24
Turning Objectives into Outcomes

MASTER AGREEMENT FOR PROFESSIONAL SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND
QUESTICA, INC.

EXHIBIT A3

SCOPE OF SERVICES
The Services to be performed for the City by the Contractor under this Agreement are more fully described in the Contractor's proposal entitled, "Detailed Calculations for Scope of Work 2.6 Customizations - Budget Salary and Benefit Calculations," which is attached to this Exhibit A3.

Agreement with Questica, lnc./Scope of Services/Exhibit A3 Rev. 9/4/13; Typed 8/13/14

Page 1 of 1 ends

Benefits
Salart Cales
Exhibit A3
Detailed Calculations for Scope of Work 2.6. Customizations Budget Salary and Benefit Calculations
Calculation Name level Calculation
Health Allocation Position Health allocation rate (by unit) * FTE * 12 Dental Insurance Position Dental Insurance rate (by unit) * FTE * 12 Life Insurance Position life Insurance rate (by unit) * FTE * 12 Professional Development Position Professional Development rate (by unit} * FTE * 12 Uniform Allowance Position Uniform Allowance rate (by unit) * FTE * 12 EAP Position EAP rate (by unit) * FTE * 12
Retiree Health Benefits Position Retiree Health Benefit rate {by unit} * FTE * 12 Retiree Medical Position Retiree Medical Benefit rate {by unit) * FTE * 12 Car Allowance Position Car Allowa nee Rate * FTE * 26
PDA Allowance Position PDA Allowance Rate (by unit) * FTE * 12 Discretionary Veba Position Discretionary Veba Rate (by unit} * FTE * 12 Fire BCN Position Fire BCN Rate (by unit)* FTE * 12
- - -
Monthly Salary Position Monthly Salary * FTE
Annual Salary Position Monthly Salary * 12 * Salary Adjustment Rate(by unit) Annual Salary* Step Increase Rate * Factor based on Next Step Date Step Increase Position (MM/YY}
Step Increase Rate= 5% for steps 1-4, 2.5% for steps 5-7 If next step date in July Factor =1, Aug Factor= .9166 etc Stipend Position Salary (annual + step increase) * Stipend Rate (by unit) Holiday Pay Position Salary (annual+ step increase) * Holiday Pay Rate (by unit) (Salary (annual+ step increase)+ Holiday Pay+ Uniform Allowance) * PERS Retirement Position PERS Retirement Rate (by unit) {Salary (annual+ step increase)+ Holiday Pay+ Uniform Allowance} * PERS Fire Alt Death Position PERS Fire Alt Death Rate (by unit) PERS Premium Pay Position Premium Pay * PERS Rate Premium Pay (Salary (annual+ step increase)+ Stipend+ Uniform Allowance+ Professional Development+ Auto+ PDA) * Medicare Rate (by FICA Medicare Position Status M or N)
Source
Assumptions/ Matrix
Assumptions/ Matrix
Assumptions/ Matrix
Assumptions/ Matrix
Assumptions/ Matrix
Assumptions/ Matrix
Assumptions/ Matrix
Assumptions/ Matrix
PeopleSoft Payroll Additional Pay
Assumptions/ Matrix
Assumptions/ Matrix
Assumptions/ Matrix
-
PeopleSoft Employee Job Record
Assumptions/ Matrix
PeopleSoft Employee Job Record
Assumptions/ Matrix
Assumptions/ Matrix
Assumptions/ Matrix
Assumptions/ Matrix
Assumptions/ Matrix
Assumptions/ Matrix
Prior Cales
Exhibit A3
Detailed Calculations for Scope of Work 2.6. Customizations Budget Salary and Benefit Calculations
Calculation Name Level Calculation
(Salary (annual+ step increase)+ Stipend+ Uniform Allowance+ Professional Development+ Auto+ PDA) Or Soc Security Cap" FTE * Social Security Position FICA Rate
Salary Savings Furlough Positron Hrly rate * FTE * Furlough Hrs * -1 Salary Savings PERS Position Salary Savings Furlough * PERS Rate {by Unit) Salary Savings Social
Security Position Salary Savings Furlough* FJCA Rate
Salary Savings Medicare Position Salary Savings Furlough* Medicare Rate (by FICA Status Mor N) Source
Assumptions/ Matrix
Assumptions/ Matrix
Assumptions/ Matrix
Assumptions/ Matrix
Assumptions/ Matrix

MASTER AGREEMENT FOR PROFESSIONAL SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND
QUESTICA, INC.

EXHIBITB

FEE SCHEDULE
Consultant's schedule of rates and fees are attached herein as "Questica Timeline of Milestones and Payment Schedule."
The contract cost for five years is four hundred ninety one thousand dollars ($491,000.00). A contingency totaling $30,000, in the event additional services need to be added over the contract term, would be available only with Council and City Manager approval. In no event shall the amount billed to City by Contractor for services under this Agreement exceed five hundred twenty one thousand dollars ($521,000.00), subject to budget appropriations.

Agreement with Questica, Inc./Fee Schedule/Exhibit B
Rev. 9/4/13; Typed 8/13/14

Page 1 ends

EXHIBIT B
Questica Time line of Milestones and Payment Schedule .-----------------------~ Duration Date. E-vent Resource
Na1ne / Location
Fee Schedule
License Services
f-l_D~ay'--+---8-/2_6 __ +N_'"'"oti_·c_e_t_o~ro_c_e_ed~(C_.o_n_n_""_t S_i~n_in=-------+----,------------1 Sti%Jit¢1isi;'(;Qs\~ ···•• • i SS,0O(i;iiif .· Week I 912 -9/S Project Kickoff Que,tica PM+ CSC team.
4 Days Installation at Questica OnSite - Visit I
Week 2 919 _ 9112 Requirements. Integration design and Global data Questica PM_,_ CSC team. 4 days im orted Remote
Week3
SDays
Week4
5 Das
Week5
5 Days
Week6
5 Da s
Week 7
4 Days
9/15- 9/19
9/22 -9/26
9/29- 10/3
10/6 - 10/10
10113 - 10/17
I 0/20 - 10/24
Global and Operating Customizations documented.

Operating Data to Questica
Customizations begin
Salaries & Benefits
Project Team Training
Global and Operating Customizations Complete
Operating Data Impoit signed off.

Begin Operating integrations/customizations
Week 5 Continued
Saladcs & Custom Entities Complete
Salaries Data Import Complete
Sala,ies Integration & customizations start
Questica PM + CSC team.

Remote
Questica PM+ CSC team.

Onsite - Visit 2
Questica PM+ CSC team.

Remote
Questica PM+ CSC team.

Remote
Quostica PM+ CSC te=.

Maintenance
r±'-"'"c½,,....,-,..,,.......,.,....,.,.....,,,,....,.,....,.,....,.,=..,...,,....,.,....,.,....,.,....,.,....,.,....,.,....,.,....,.,....,.,,......,,....,..,.,;,;;~;;;.......,,,.,...,,.,:::c::.::: ... '" ... 7.,.., .. '."' .. '"."'.' .. 7.t::2:;;;s.;:;"'.;:Sl!7·rw:"'···=m=··•'".:•··""·•·""·,,....,..'1r·~··· .. ·• . .,.,, •. ..,., . .,,,,, ... ,..,o_.:-"",;,T•:·"">".:)c'.':t-=2-=so"';o~o:"::r-=.,,.,..,...,,.,,...,-1 ";;~iili>:::+• / • ·· · · ·· ··· ·· · ... , ,: i~zso,ooi• Week9 10127 - 10/31 5 Days
Week 10 11/3 - 11/7 5 Days
Week 11 11117 -11/21 4 Days
Week 12 11/24 - ll/28 3Days
Week 13 12/1- 12/5
120Days 1/12 •
OperatiJ,g Integration and Customization Complete.

Operating Reports sta,t
Salaries Integration, Reporting
Salades Integration, Reporting
Salaries Integration, Reporting
Post Production Suppo1t
Remaini11g Development -
-Reports
- PeopleSoft Export
-ClP
- Revenue
Questica PM + CSC team.

Remote
Quesdca PM+ CSC team.

Remote
Qnestica PM+ CSC team.

Remote
Questica PM+ CSC team.

Questica PM+ CSC team.

Remote
Totals
Reporting NTE
Customizations NTE
Optiona I Items
Total Year 1
110,000.00 125,000.00 7,200.00
242,200.00
27,750.00
30,000.00
33,450.00
333,400.00
Questica Budget Price Estimate
Quotation ID#: 08-August-14r2
Professional Services hourly rates guaranteed for 24 months after contract signing.

Onsite hourly rate- $200
Remote hourly rate $185
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BUDGET
Turning Objectives into Outcomes
08-August-14r23 2 of 24
Pricing Notes
Quotation ID#: 08-August-14r2
Pricing valid though: September 30, 2014
Payment Terms (Net 30. US Funds, Exclusive of Applicable Taxes) License:

Maintenance:

Management:

Services:

Reports:

Discount:
50% Contract Signing
50% Earlier of 90 Days from Contract Signing or Install at Customer Site YR2 due 365 days from Contract Signing
100% Earlier of 90 Days from Contract Signing or Install at Customer Site YR2 due 365 days from Contract Signing
25% Earlier of 60 Days from Contract Signing or Delivery of Data Import 30% Earlier of 90 Days from Contract Signing or Start of Acceptance Testing 30% Earlier of 150 Days from Contract Signing or Go-Live 15% 30 Days after Go-Live
Retainage Due on Customer Acceptance
Monthly as incurred subject to executed Change Order(s) $32,200 applied to YRl Maintenance
$11,550 applied to License
Go-Live is the date the software is first used in a production environment.

Annual Maintenance and Management Fee to increase no more than 5% annual after Year 5, with a minimum of 60 day notice prior to renewal date. Maintenance fee is subject to the US average CPI increase and not more that 5%.

Customer Acceptance happens no later than 60 days after Go-live for Capital Special Note:
• All customizations and unique calculations are detailed in the attached Scope of Work document.
• Microsoft OS and SQL Licenses are not included
• This quotation includes travel for up to four on site visits, with each visit being 2-3 days in duration, but no more than 10 days in total.

See the attached Scope of Work for detailed Professional Services and customization information.

Ouest1ca
BUDGET
Turning Objectives into Outcomes
08-August-14r23 3 of 24

MASTER AGREEMENT FOR PROFESSIONAL SERVICES

BY AND BETWEEN THE

CITY OF SANT A CLARA, CALIFORNIA
AND
QUESTICA, INC.

EXHIBITC

INSURANCE REQUIREMENTS
Without limiting the Contractor's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall purchase and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury

2. Exact structure and layering of the coverage shall be left to the discretion of Contractor; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a "pay on behalf' basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and
c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.

Agreement with Questica, lnc./Exhibit C
Rev. 9/4/13; Typed 8/13/14
Page I of 4
B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 0 l. Liability coverage shall apply to all owned, non-owned and hired autos.

C. WORKERS' COMPENSATION
I. Workers' Compensation Insurance Policy as required by statute and employer's liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.

2. The indemnification and hold harmless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers' Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).

3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.

D. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.

1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor's work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 or the combination of CG 20 10 03 97 and CG 20 3 7 10 01, or its equivalent.

2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the Indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance.

3. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non payment of premiums shall be effective until written notice has been given Agreement with Questica, lnc./Exhibit C
Rev. 9/4/13; Typed 8/13/14

Page 2 of 4 ends

to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non-renewal.

4. Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through D of this Exhibit C, above.

E. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:

1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement.

Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

3. The City reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.

F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor ( of every tier) shall, at its sole cost and expense, purchase and maintain not less than the minimum insurance coverage with the endorsements and Agreement with Questica, Inc./Exhibit C
Rev. 9/4/13; Typed 8/13/14

Page 3 of 4 ends

deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City's approval as to adequacy of the insurance protection.

G. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate ofinsurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement. Upon City's request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements.

Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:

EBIX Inc.

City of Santa Clara Finance Dept.

P.O. 12010-S2 or 151 North Lyon Avenue
Hemet, CA 92543 Hemet, CA 92546-8010
Telephone number:

Fax number:

Email address:

H. QUALIFYING INSURERS
951-766-2280
770-325-0409
[email protected]
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Agreement with Questica, Inc./Exhibit C
Rev. 9/4/13; Typed 8/13/14

Page 4 of 4 ends

MASTER AGREEMENT FOR PROFESSIONAL SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND
QUESTICA, INC.

EXHJBITD

ETHICAL STANDARDS FOR CONTRACTORS SEEKING TO ENTER INTO AN

AGREEMENT WITH THE CITY OF SANTA CLARA, CALIFORNIA
Termination of Agreement for Certain Acts.

A. The City may, at its sole discretion, terminate this Agreement in the event any one or more of the following occurs:

1. If a Contractor1 does any of the following:
a. Is convicted of operating a business in violation of any Federal, State or local law or regulation;
b. Is convicted2 of a crime punishable as a felony involving dishonest/; c. Is convicted of an offense involving dishonesty or is convicted of fraud or a criminal offense in connection with: (1) obtaining; (2) attempting to obtain; or, (3) performing a public contract or subcontract; d. Is convicted of any offense which indicates a lack of business integrity or business honesty which seriously and directly affects the present responsibility of a City contractor or subcontractor; and/or, e. Made (or makes) any false statement(s) or representation(s) with respect to this Agreement.

For purposes of this Agreement, the word "Consultant" (whether a person or a legal entity) also refers to "Contractor" and means any of the following: an owner or co-owner ofa sole proprietorship; a person who controls or who has the power to control a business entity; a general partner of a partnership; a principal in a joint venture; or a primary corporate stockholder [i.e., a person who owns more than ten percent (10%) of the outstanding stock ofa corporation] and who is active in the day to day operations of that corporation.

For purposes of this Agreement, the words "convicted" or "conviction" mean a judgment or conviction of a criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea ofnolo contendere within the past five (5) years.

As used herein, "dishonesty" includes, but is not limited to, embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, failure to pay tax obligations, receiving stolen property, collusion or conspiracy.

Agreement with Questica, Inc./Ethical Standards/Exhibit D Rev. 9/4/13; Typed 8/13/14

Page 1 ends

2. If fraudulent, criminal or other seriously improper conduct of any officer, director, shareholder, partner, employee or other individual associated with the Contractor can be imputed to the Contractor when the conduct occurred in connection with the individual's performance of duties for or on behalf of the Contractor, with the Contractor's knowledge, approval or acquiescence, the Contractor's acceptance of the benefits derived from the conduct shall be evidence of such knowledge, approval or acquiescence.

The City may also terminate this Agreement in the event any one or more of the following occurs:

1. The City determines that Contractor no longer has the financial capability4 or business experience 5 to perform the terms of, or operate under, this Agreement; or,

2. If City determines that the Contractor fails to submit information, or submits false information, which is required to perform or be awarded a contract with City, including, but not limited to, Contractor's failure to maintain a required State issued license, failure to obtain a City business license (if applicable) or failure to purchase and maintain bonds and/or insurance policies required under this Agreement.

C. In the event a prospective Contractor (or bidder) is ruled ineligible (debarred) to participate in a contract award process or a contract is terminated pursuant to these provisions, Contractor may appeal the City's action to the City Council by filing a written request with the City Clerk within ten (10) days of the notice given by City to have the matter heard. The matter will be heard within thirty (30) days of the filing of the appeal request with the City Clerk. The Contractor will have the burden of proof on the appeal.

The Contractor shall have the opportunity to present evidence, both oral and documentary, and argument.
4 Contractor becomes insolvent, transfers assets in fraud of creditors, makes an assignment for the benefit of creditors, files a petition under any section or chapter of the federal Bankruptcy Code (11 U.S.C.), as amended, or under any similar law or statute of the United States or any state thereof, is adjudged bankrupt or insolvent in proceedings under such laws, or a receiver or trustee is appointed for all or substantially all of the assets of Contractor.

Loss of personnel deemed essential by the City for the successful performance of the obligations of the Contractor to the City.

Agreement with Questica, lnc./Ethical Standards/Exhibit D Rev. 9/4/13; Typed 8/13/14

Page 2 ends

MASTER AGREEMENT FOR PROFESSIONAL SERVICES

BY AND BETWEEN THE

CITY OF SANT A CLARA, CALIFORNIA
AND
QUESTICA, INC.

EXHIBITE

AFFIDAVIT OF COMPLIANCE WITH ETHICAL STANDARDS
I hereby state that I have read and understand the language, entitled "Ethical Standards" set forth in Exhibit D. I have the authority to make these representations on my own behalf or on behalf of the legal entity identified herein. I have examined appropriate business records, and I have made appropriate inquiry of those individuals potentially included within the definition of "Contractor" contained in Ethical Standards at footnote 1.

Based on my review of the appropriate docwnents and my good-faith review of the necessary inquiry responses, I hereby state that neither the business entity nor any individual(s) belonging to said "Contractor" category [i.e., owner or co-owner of a sole proprietorship, general partner, person who controls or has power to control a business entity, etc.] has been convicted of any one or more of the crimes identified in the Ethical Standards within the past five (5) years.

The above assertions are true and correct and are made under penalty of perjury under the laws of the State of California.

QUESTICA, INC.

AJC7-1~
By: /j/l-- ~ ---~----------'"'---------Signature of Authorized Person or Representative Name: T.J. Parass
Title: President

NOTARY'S ACKNOWLEDGMENT TO BE ATTACHED
Please execute the affidavit and attach a notary public's acknowledgment of execution of the affidavit by the signatory. If the affidavit is on behalf of a corporation, partnership, or other legal entity, the entity's complete legal name and the title of the person signing on behalf of the legal entity shall appear above. Written evidence of the authority of the person executing this affidavit on behalf of a corporation, partnership, joint venture, or any other legal entity, other than a sole proprietorship, shall be attached.

Agreement with Questica, Inc./ Affidavit of Compliance/Exhibit E Rev. 9/4/13; Typed 8/1/14

Page 1 ends

ACKNOWLEDGEMENT OF EXECUTION OF DOCUMENT

I, SHANNON MURPHY
of the City of Burlington, in the Regional Municipality of Halton, and Province of Ontario, make oath and say/affirm:

On this 21 st day of August 2014, I was present and sawffie Affidavit of Compliance with Ethical Standards executed by T.J. Parass, who is rown to me personally. "'---=-- 1,J -~// 1~ .

SHAl'fNON L. MURPHY
NOT q..RY PUBLIC
ff j
V
Ebix Insurance No. S200003069
AMENDMENT NO. 1

TO THE AGREEMENT BETWEEN

THE CITY OF SANTA CLARA, CALIFORNIA
AND
QUESTICA, INC.

PREAMBLE
This agreement ("Amendment No. l ") is by and between Questica, Inc., a Canadian corporation, with its principal place of business located at 980 Fraser Drive, Suite 105, Burlington, Ontario L 7L 5P5, Canada ("Contractor"), and the City of Santa Clara, California, a chartered California municipal corporation with its primary business address at 1500 Warburton Avenue, Santa Clara, California 95050 ("City"). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Amendment No. 1."

RECITALS
A. The Parties previously entered into an agreement entitled "Master Agreement for Professional Services By and Between the City of Santa Clara, California and Questica, Inc." dated August 26, 2014 (the "Original Agreement"); and B. The Parties entered into the Original Agreement for the purpose of having Contractor provide Budget and Financial Planning System, and the Parties now wish to amend the Original Agreement to add the additional service of Contractor hosting the software environment.

The Parties agree as follows:

AGREEMENT PROVISIONS

1. AMENDMENT PROVISIONS
That paragraph number 1 of Section Agreement Provisions of the Original Agreement, entitled "Services to be Provided" is hereby amended to read as follows:

Except as specified in this Agreement, Contractor shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise ( collectively referred to as "Services") to satisfactorily complete the work required by City at his/her own risk and expense. Services to be provided to City are more fully described in the accompanying Exhibits Al, A2, A3 and A4 11 Scope of Services. 11 All of the exhibits referenced in this Agreement are attached and are incorporated by this reference. Contractor acknowledges that the execution of this Agreement by City is predicated upon representations made by Contractor in that certain document entitled "Request for Proposal for Professional Services Budget and Financial Planning SystemQuestica Inc."" RFP Response" dated July 16, 2014 (3pm), Amendment No. 1 to Agreement/Questica, Inc.

Rev. 02/01/15

Page 1 of 1 ends

AND
("Proposal") set forth in Exhibits Al, A2 and A3 which constitutes the basis for this Agreement and adding Exhibit A4 entitled "Questica Budget Hosting Agreement" dated October 28, 2016.

That paragraph number 2 of Section Agreement Provisions of the Original Agreement, entitled "Qualifications of Contractor-Standard of Workmanship" is hereby amended to read as follows:

AND
The plans, designs, specifications, estimates, calculations, reports and other documents furnished under Exhibits Al, A2, A3 and A4 "Scope of Services" shall be of a quality acceptable to City. The criteria for acceptance of the work provided under this Agreement shall be a product of neat appearance, well organized, that is technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by City for similar projects.

That Exhibit A Scope of Services including A 1, A2 and A3 is hereby modified by adding A4 entitled "Questica Budget Hosting Agreement" dated October 28, 2016 which is attached to this document.

2. TERMS
All other te1ms of the Original Agreement which are not in conflict with the provisions of this Amendment No. 1 shall remain unchanged in full force and effect. In case of a conflict in the terms of the Original Agreement and this Amendment No. l, the provisions of this Amendment No. I shall control.

3. COUNTERPART/FACSIMILE SIGNATURE
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument; and, the Parties agree that signatures on this Agreement, including those transmitted by facsimile, shall be sufficient to bind the Parties.

Amendment No. 1 to Agreement/Questica, Inc.

Rev. 02/01/15
Page2 of3
The Parties acknowledge and accept the terms and conditions of this Amendment No. I as evidenced by the following signatures of their duly authorized representatives. The Effective Date is the date that the final signatory executes the Agreement. It is the intent of the Parties that this Amendment No. l shall become operative on the Effective Date.

APPROVED AS TO FORM:

CITY OF SANT A CLARA, CALIFORNIA
a chartered California municipal corporation
Dated: _ fl-~-~w
d~i6k==--RICHARD E. NOSKY, JR.

City Attorney
Dated:

J.. RAJEEV BATRA
/'\v Acting City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408)241-6771
"CITY"
QUESTTCA, INC.

A Canadian corporation
'\ \ .. ,. '1--- ,j l,., -. _ -.. , ,,,. •... _'L-
~ •...J ..,,) >..i'......--~; ~ ~r
---·-:· t' / _/' ..

By: /•.,_j ?· ··-··· --·-···, -~----'--------------------(Sign a tu r c of Person executing the Agreement on behalf of Contractor)
Name: T.J. Parass -----------------------
Title; President
Local Address: 980 Fraser Drive, Suite I 05
----------~------------Burlington, Ontario L7l 5P5 Canada Email Address: [email protected]
Telephone: (905) 634-0110 x 555
Fax: (866)520-8514
"CONTRACTOR"
J:\Contracls\QUcstica\Amendmenl No. I - Questica.doc
Amendment No. I to AgreemenL/Questica, Inc.

Rev, 02/0 l /15

Page 3 ends

MASTER AGREEMENT FOR PROFESSIONAL SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND
QUESTICA, INC.

EXHIBIT A4

Amendment No. 1 to Agreement with Questica, Inc./Scope of Services/Exhibit A4 Rev. 02/01/15

Page 1 ends

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AMENDMENT to Existing Services
Questica Budget
Hosting Agreement
Prepared for
Gill Norris
City of Santa Clara
by
Craig Ross
Questica Inc.
(Hosting to be provided in Canada)
28-0ctober-16
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Exhibit A4
Questica Budget Hosting Price
Quotation ID#:

Questica Hosting Service Model
Hosting Service (Canada)
Annual Subscription
(Questica provides server, database, operating system, performance monitoring, software maintenance, disaster recovery, system monitoring) Professional Services (Per Statement of Work)
Migration from City Environment to Hosting Environment inclusive of ADFS (Estimated at 40 hours' Time and Materials)
~flt.itillit!tlliilii 1trtfffllt~fi5Jit·•
$15,000
Included
Special Notes: The Annual Hosting Fee is inclusive of the $9,000/yr currently being paid by the City of Santa Clara for Questica "Managed Services". The migration services are an estimate based on similar work completed for other organizations. The City of Santa Clara will only be invoiced for the actual hours incurred which could be more or less than the 40 hours estimated. ADFS will be implemented in conjunction with the provision of the hosted services.

The Hosting Agreement will co-terminate with the Master Agreement dated August 26, 2014 . . Pricing valid though: November 15, 2016
• Above pricing in US dollars
• Terms of Payment:
o Hosting Subscription-
• Year 1- 100% Due Upon Contract Effective Date (Net 30) • Year 2 and Beyond- Due Annually in Advance for Future Years o Services:
• Time and Materials invoiced monthly at a rate of $185/hr. • Taxes- Not Applicable to US Clients
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Quotation ID:

Ouest1ca
Agreement General Terms and Conditions
28-0ctober-16
General Terms and Information:

Terms of Service: The services and any related software are provided under the Hosting and Service Agreement which is hereby deemed to be fully incorporated into this quotation, whether or not attached hereto. By executing this quotation below, Customer acknowledges a) having been provided a copy of the Hosting and Service Agreement as Exhibit A to this quotation, and b) having read the Hosting and Service Agreement and Agrees to all its terms. Terms, provisions, or conditions on any purchase order, acknowledgement, or other business form or writing that Customer may use In connection with the provision of Services (or software) by Questica will have no effect on the rights, duties, oi- obligations of the parties hereunder, regardless of any failure of Questica to object to such terms, provisions, or conditions. However, to the extent of any conflict or Inconsistency between. the provisions In the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevall. Notwithstanding any language to the contrary therein, no terms or conditions stated In Your purchase order or other order documentation (excluding Order Forms) shall be Incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

Taxes: The pricing on this quotation is exclusive of all sales, use or other taxes, customs duties and similar levies, If any, payable in or to any jurisdiction or authority whatsoever. Such taxes (other than the taxes on the net income of Questica) shall be the responsibility of the Customer.

Payment: Payment is required in the currency quoted. Unless detailed otherwise in this quotation, Terms are Net-30 days from the later of a) the date of receipt of invoice, orb) the invoice·date.

Subscription Fees: This quotation Includes Annual Hosting Subscription Services. This service (as detailed in the attached Hosting and Service Agreement) is purchased on an annual basis from the date the Agreement is executed. If payment of the annual fee is not received by Questica before the first business day of the ne>rt additional year, Questica's obligation to provide the Subscription services shall be terminated.

Consultlng, Training or Implementation Time Invoicing: Only activities approved in an approved Scope of Work shall be invoiced. A mutually determined change control mechanism will be used to accommodate modifications to the Scope of Work.

Travel Costs: Unless noted otherwise, this quotation does not include any travel, lodging, or on-site expenses. If such travel is required and subsequently authorized, Questica's standard travel and per diem rates shall apply. Air Travel, Rental Car (with associated fuel and parking costs), and lodging costs shall be reimbursed at cost. Questica is not responsible for unpredictable (including Commercial Airline Travel) delays which may increase travel cost, Ouest1ca
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Acceptance
Quote ID#: 28-0ctober-16
Authorized Signature: ..,,,,.,/4,:::,_;; __ . ___ '--...::,..,,==------ Authorized Name: ""'' e16try ttm-elic,
Organization Name: dty of San-tt?t ~
Date:

Upon accepting this offer, please fax back (or scan and email to your Questlca representative) all pages of the signed agreement and Include an authorized purchase order.

QUESTICA, INC.

Authorized Signature: _ ..... tA. ....... ~ ... ._,~4:::....~:::..:....-· ____ _ Authorized Name:

Organization Name:

Date:

Au~ 'Boo~
Questica, Inc.

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QUESTICA BUDGET HOSTING AGREEMENT
This SUBSCRIPTION HOSTING AGREEMENT (the "Agreement") Is made this October 28, 2016 (the "Effective Date") by and between QUESTICA INC., a corporation incorporated Under the laws of Ontario, Canada ("Questica 1') and the City of Santa Clara, includlng, without llmitatlon, all its subdivisions, departments, and constituent entities within tts legal scope and jurisdiction (collectively, the "Subscriber").

DEFINITIONS Whenever used herein, any schedules, exhibits, or addenda to this Agreement, the following terms shall have the meanings assigned below. Other capltallzed terms used In this Agreement are defined in the context in which they are used. "Affiliate
11 means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for the purposes of this deflnltlon, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity,
"Agreement" means this Cloud Computing Service Agreement between City and Contractor, inclusive of all schedules, exhibits, attachments, addenda and other documents Incorporated by reference between City and Contractor. "Confidential Information" means any information that a disclosing party treats in a confidential manner and that is marked "Confidential Information" prior to disclosure to the other party. Confidential Information does not include information which: (a) is public or becomes public through no breach of the confidentiality obltgatlons herein; (b) is disclosed by the party that has received Confidential Information (the 11 Receiving Party 11 ) with the prior written approval of the other party; (c) was known by the Receiving Party at the time of disclosure; (d) was developed Independently by the Receiving Party without use of the Confidential Information; (e) becomes known to the Receiving Party from a source other than the disclosing party through lawful means; (fl ls disclosed by the disclosing party to others without confidentiality obllgations; or (g) Is required by law to be disclosed "City'' means City of sa·nta Clara, State of California. "City Data" includes credentlals issued to the City by the Contractor and all records relating to the Clty's use of Contractor Services and administration of End User accounts, including any Protected Information of City personnel that does not otherwise constitute Protected Information of an End User. "Data" means all information, whether In oral or written (Including electronic) form 1 created by or in any way orlglnating with City and End Users, and all information that is the output of any computer processing, or other electronic manipulation, of any information that was created by or in any way originating with City and End Users, in the course of using and configuring the Services provided under this Agreement, and includes City Data, End User Data, and Protected Information.
"Data Compromise" means any actual or reasonably suspected unauthorized access to or acqulsition of computerized Data that compromises the security, confidentiality, or Integrity of the Data, or the ability of City to access the Data. "Documentatlon
11 means, collectively: (a) all materials published or otherwise made available to Clty by Contractor that relate to the functlonaf, operational and/or performance capabilities of the Services; (b) all user, operator, system administration, technical, support and other manuals and all other materials published or otherwise made avallable by Contractor that describe the functional, operational and/or performance capabillties of the Services; (c) any Requests for Information and/or Requests for Proposals (or documents of similar effect) issued by City, and the responses thereto from Contractor, and any document which purports to update or revise any of the foregoing; and (d) the results of any Turning Objectives into Outcomes
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Contractor "Use Cases Presentation", ''Proof of Concept" or similar type presentations or tests provided by Contractor to City.
"Downtime" means any period of time of any duration that the Services are not made available by Contractor to City for any reason, including scheduled maintenance or Enhancements. "End User" means th·e individuals (including, but not limited to employees, authorized agents, students and volunte_ers of City; Third Party consultants, auditors and other Independent contractors performing services for City; any governmental, accrediting or regulatory bodies lawfully requesting or requiring access to any Services; customers of City provided services; and any external users collaborating with City) authorized by City to access and use the Services provided by Contractor under this Agreement.
"End User Data" includes End User account creden,tials and information, and all records sent, received, or created by or for End Users, including email content, headers, and attachments, and any Protected Information of any End User or Third Party contained therein or in any logs or other records of Contractor reflecting End User's use of Contractor Services. "Enhancements" means any improvements, modlflcations, upgrades, updates, fixes, revisions and/or expansions to the Services that Contractor may develop or acquire and incorporate into lts standard version of the Services or which the Contractor has elected to make generally available to its customers. "Intellectual Property Rights" Includes without limitation all right, title, and Interest In and to all (a) Patent and all filed, pending, or potential applications for Patent, including any reissue, reexamination, division, continuation, or contlnuatlon ln-part applications throughout the world now or hereafter filed; (b) trade secret rights and equivalent rights arising under the common law, state law, and federal law; (c] copyrights, other literary property or authors rights, whether or not protected by copyright or as a mask work, under common law, state law, and federal law; and (d) proprietary indicia, trademarks, trade names, symbols, logos, and/or brand names under common law, state law, and federal law. "Malicious Code" means viruses, worms, time bombs, Trojan horses, and other harmful or malicious code, flies, scripts, agents or p rograrn s.
"Order Form'' means the documents for placing orders hereunder, Including addenda thereto, that are entered into between You and Us from time to time, including addenda and supplements thereto. By entering Into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this agreement as lfit were an original party hereto. Order Forms shall be deemed Incorporated herein by reference. "Protected Information" includes but is not limited to personally identifiable information, student records, protected health information, or individual financial information that is subject to state or federal laws restricted the use and disclosure of such information, including but not limited to the privacy and Information security aspects of the Administrative Simplification provisions of the federal Health Insurance Portability and Accountability Act (45 CFR Part 160 and Subparts A, C and E or Part 164).
"Project Manager" means the individual who shall serve as each party's point of contact with the other party's personnel as provided in this Agreement. The Initial Project Managers and their contact Information are set forth in the Notices section below and may be changed by a party at any time upon written notice to the other party. "Purchased Services" means Services that You or Your Affiliates purchased under an Order Form "Services" means the Contractor's computing solutions, provided over the Internet to the City pursuant to this Agreement, that provide the functionality and/or produce the results described in the Documentation, including without limitation all Enhancements thereto and all interfaces.
"Third Party" means persons, corporations and entitles other than the Contractor, the City or any of their employees, contractors or agents,
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"Users" means individuals who are authorized by You to use the Services, for whom subscriptions to a Service have been ordered, and who have been supplied user ldentlfications and passwords by You, {or by Us at your request). Users may include but are not limited to Your employees, consultants, contractors and agents, and third parties with which You transact business,
"We," "Us",
11 0ur
11 , "Contractor", "Questica lnc.11 or "Questican means the company or entity providing the Services in the Agreement
"You", "Your", "City
1 ', "Subscriber" means the company or other legal entity for which you are accepting the Agreement and Affiliates of that company or entity.
"Your Data" means all electronlc data or information submitted by You to the Purchased Services,

PURCHASED SERVICES
We shall make the Purchased Services available to You pursuant to this Agreement and the relevant Order Forms during a subscription term. You agree that Your purchases hereunder are neither contingent on the delivery of any future functlonallty or features nor dependent on any oral or written public comments i-nade by Us regarding future functionality or features.

RIGHTS AND LICENSE IN AND TO CITY AND END USER DATA
The parties agree that as between them, all rights, including all Intellectual Property Rights, in and to Clty and End User Data shall remain the exclusive property of City, and Contractor has a limited, nonexclusive license to access and use these Data as provided in this Agreement solely for the purpose of performing its obligations hereunder.

All End User Data and City Data created and/or processed by the Services is and shall remain the property of City and shall In no way become attached to the Services, nor shall Contractor have any rights In or to the Data of City.

This Agreement does not give a party any rights, implied or otherwise, to the other's Data, content, or intellectual property, except as expressly stated In the Agreement the City retains the right to use the Services to access and retrieve City and End User Data stored on Contractor's Services infrastructure at any time at its sole discretion.

DATA PRIVACV
Contractor will use City Data and End User Data only for the purpose of fulfilling its duties under this Agreement and for City's and its End User's sole benefit, and wlll not share such Data with or disclose It to any Third Party without the prior written consent of City or as otheiwise required by law. By way of illustration and not of llmltation, Contractor will not use such Data for Contractor's own benefit and, in particular, will not engage ln "data mining/) of City or End User Data or communications, whether through automated or human means, except as specifically and expressly required by law or authorized in writing by City.

Contractor will provide access to City and End User Data only to those Contractor employees, contractors and subcontractors ("Contractor Staff') who need to access the Data to fulfill Contractor's obligations under this Agreement. Contractor will ensure that, prior to being granted access to the Data, to the best of the Contractor's knowledge, staff assigned to this project shall not have a criminal record. Staff who perform work under this Agreement have successfully completed annual instruction of a nature sufficient to enable them to effectively Turning Objectives into Outcomes

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comply with all Data protection provisions of this Agreement; and possess all qualifications appropriate to the nature of the employees' duties and the sensitivity of the Data they will be handling.

DATA SECURITY ANO INTEGRITY
All facilities used to store and process City and End User Data will implement and maintain administrative, physical, technical 1 and procedural safeguards and best practices at a level sufficient to secure such Data from unauthorized access, destruction, use, modification, or disclosure, Such measures will be no less protective than those used to secure Contractor's own Data of a similar type 1 and in no event less than reasonable in view of the type and nature of the Data involved,
Contractor warrants that all City Data and End User Data will be encrypted In transmission (including via web inteJiace) and in storage at a level equivalent to or stronger than 128-bit level encryption.

Contractor shall at all tlmes use industry-standard and up-to-date security tools, technologies and procedures including, but not limited to anti-virus and anti- malware protections and intrusion detection and reporting in providing Services under this Agreement.

Prior to the Effective Date of this Agreement, Contractor will at Its expense conduct or have conducted the following, and thereafter, Contractor will at its expense conduct or have conducted the following at least once per year, and immediately after any actual or reasonably suspected Data Compromise:
• An audit of Contractor's security pollcies1 procedures and controls; A vulnerab111ty scan, performed by a Third Party scanner, of Contractor's systems and facilltles that are used in any way to deliver Services under this Agreement; and, • A formal penetration test 1 performed by a process and qualified personnel, of Contractor's systems and facilities that are used 1n any way to dellver Services under this Agreement. ■ The same will be evidenced by providing the City a copy of the Successful Audit letter and a Scope of Audit Document (outlining what is included in the audit), Audit Report will not include "private" information, defined as proprietary environment/infrastructure detail not specific to systems that process or transmit City data. • Additionally, Contractor will make the City environment available at any time for a full audit by the City at the City's expense.

Contractor will provide City the reports or other documentation resulting from the above audits, certifications, scans and tests within seven (7) business days of Contractor's receipt of such results.

Based on the results of the above audits, certifications, scans and tests 1 Contractor wlll, within thirty {30) calendar days of receipt of such results, promptly modify Its security measures in order to meet Its obligations under this Agreement, and provide City with written evidence of remediation.

City may, at lts expense, require the Contractor to perform additional audits and tests, the results of which will be provided to City within seven (7) business days of Contractor's receipt of such results.

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Contractor shall protect City and End User Data against deterioration or degradation of Data quality and authenticity, including, but not limited to annual Third Party Data Integrity audits. Contractor will provide City the results of the above audits, along with Contractor's

RESPONSE TO LEGAL ORDERS, DEMANDS OR REQUESTS FOR DATA
Except as otherwise expressly prohibited by law, Contractor will:

If required by a court of competent jurisdiction or an administrative body to disclose City and/or End User Data, Contractor will notify City ln writing immediately upon receiving notice of such requirement and prior to any such disclosure;
Consult with City regarding its response;
Cooperate with City's reasonable requests in connection with efforts by City to intervene and quash or modify the legal order, demand or request; and
Upon City's request, provide Otywith a copy of its response.

If City receives a subpoena, warrant, or other legal order, demand or request seeking City or End User Data maintained by Contractor, City will promptly provide a copy to Contractor. Contractor will supply City with copies of Data required for City to respond within forty-eight (48) hours after receipt of copy from City, and will cooperate with City's reasonable requests in connection with its response.

DATA COMPROMISE RESPONSE
Contractor shall report, either orally or in writing, to City any Data Compromise involving City or End User Data, or circumstances that could have resulted in unauthorized access to or disclosure or use of City or End User Data, not authorized by this Agreement or In writing by City, Including any reasonable belief that an unauthorized Individual has accessed City or End User Data. Contractor shall make the report to City immediately upon discovery of the unauthorized dlsclosure, but in no event more than forty-eight (48) hours after Contractor reasonably believes there has been such unauthorized use or disclosure. Oral reports by Contractor regarding Data Compromises will be reduced to writing and supplied to City as soon as reasonably practicable, but in no event more than forty-eight (48) hours after oral report.

Immediately upon becoming aware of any such Data Compromise, Contractor shall fully investigate the circumstances, extent and causes of the Data Compromise, and report the results to City and continue to keep City informed on a dally basis of the progress of its investigation until the issue has been effectively resolved.

Contractor's report discussed herein shall identify: (i) the nature of the unauthorized use or disclosure, (ii) the City or End User Data used or disclosed, (iii) who made the unauthorized use or received the unauthorized disclosure (if known), (iv) what Contractor has done or shall do to mitigate any deleterious effect of the unauthorized use or disclosure, and (v) what .corrective action Contractor has taken or shall take to prevent future similar unauthorized use or disclosure.

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Within five (5) calendar days of the date Contractor becomes aware of any such Data Compromise, Contractor shall have completed implementation of corrective actions to remedy the Data Compromise, restore City access to the Services as directed by City, and prevent further similar unauthorized use or disclosure.

Contractor, at Its expense, shall cooperate fully with City's investigation of and response to any such Data Compromise incident.

Except as otherwise required by law, Contractor will not provide notice of the incident directly to the persons whose Data were involved, regulatory agencies, or other entities, without prior written permission from City.

Notwithstanding any other provision of this agreement, and In addition to any other remedies available to City under law or equity, Contractor will promptly reimburse City in full for all costs Incurred by City in any investigation, remediation or litlgation resulting from any such Data Compromise, including but not limited to providing notification to Third Parties whose Data were compromised and to regulatory bodies, law~ · enforcement agencies or other entities as required by law or contract; establishing and monitoring call center(s), and credit monitoring and/or identlty restoration services to assist each person impacted by a Data Compromise in such a fashion that, in City's sole discretion, could lead to Identity theft; and the payment of legal fees and expenses, audit costs, fines and penalties, and other fees imposed by regulatory agencies, courts of law, or contracting partners as a result of the Data Compromise.

DATA RETEN11ON AND DISPOSAL
Contractor will retain Data in an End User's account, including attachments, until the End User deletes them or for the time period mutually agreed to by the parties in this Agreement.

Using appropriate and reliable storage media, Contractor will regularly backup City and End User Data and retain such backup copies for a minimum of twelve (12) month$.

At the City's election, Contractor will either securely destroy or transmit to City repository any backup copies of City and/or End User Data. Contractor will supply City a certificate indicating the records disposed of, the date disposed of, and the method of disposition used.

Contractor will retain logs associated with End User activity for a minlmum of twelve (12) months.

Contractor will immediately place a "hold" on Data destruction or disposal under its usual records retention policies of records that include City and End User Data, in response to an oral or written request from City indicating that those records may be relevant to litigation that City reasonably anticipates. Oral requests by City for a hold on record destruction will be reduced to writing and supplled to Contractor for its records as soon as reasonably practlcable under the circumstances, City will promptly coordinate with Contractor regarding the preservation and disposition of these records. Contractor shall continue to preserve the records until further notice by City.

DATA TRANSFER UPON TERMINATION OR EXPIRATION
Upon termination or expiration of this Agreement, Contractor will ensure that all City and End User Data are securely transferred to City, or a Third Party designated by City, within thirty (30) calendar days, Contractor will ensure that such migration uses facilities and methods that are compatible with the relevant systems of City, Turning Objectives into Outcomes

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and that City will have access to City and End User Data during the transition. In the event that It is not possible to transfer the aforementioned data to City in a format that does not require proprietary software to access the data, Contractor shall provide City with an unllmtted use, perpetual license to any proprietary software necessary in order to gain access to the data.

Contractor will provide City wlth no less than ninety (90) calendar days notice of impending cessation of its business or that of any Contractor subcontractor and any contingency plans in the event of notice of such cessation. This includes Immediate transfer of any previously escrowed assets and Data and providing City access to Contractor's facilities to remove and destroy City~owned assets and Data.

Contractor wlll provide a full inventory and configuration of servers, routers, other hardware, and software involved In service delivery along with supporting documentation, indicating which if any of these are owned by or dedicated to City.

Contractor shall implement its contingency and/or exit plans and take all necessary actions to provide for an effective and efficient transition of service with minimal disruption to City. Contractor will work closely wlth its successor to ensure a successful transition to the new service and/or equipment, with minimal Downtime and effect on City1 all such work to be coordinated and performed no less than ninety (90) calendar days in advance of the formal, final transition date,
SERVICE LEVELS· See Appendix A.

INTERRUPTIONS IN SERVICE; SUSPENSION AND TERMINATION OF SERVICE; CHANGES TO SERVICE. See Appendix A INSTITUTIONAL BRANDING. Contractor Services will provide reasonable and appropriate opportunities for City branding of Contractor Services. Each party shall have the right to use the other party 1 s Brand Features only in connection with
performing the functlons provided In this Agreement and as specified In the attached Plan, Any use of a party's Brand Features will inure to the benefit of the party holding Intellectual Property Rights in and to those features. Contractor may not advertise that City ls a client, list City as a reference or otherwise use City1s name, logos1 trademarks, or service marks without prlor written permission obtalned from City personnel authorized to permit City brand use.

COMPLIANCE WITH APPLICABLE LAWS AND CITV pouc,es. Contractor wlH comply with all applicable laws in performing Services under this Agreement. Any Contractor personnel visiting City's facilities will comply with all applicable City poHcles regarding access to, use of, and conduct within such facilities. City will provide copies of such policles to Contractor upon request.

WARRANTIES. REPRESENTATIONS AND COVENANTS
Services Warranty. Contractor represents and warrants that the Services provided to City under this Agreement shall conform to, be performed, functlon, and produce results substantially in accordance with the Documentation. Contractor shall offer City warranty coverage equal to or greater than the Contractor's standard warranty policy.

Contractor's obligations for breach of the Services Warranty shall be limited to using its best efforts, at its own expense, to correct or replace that portion of the Services which falls to conform to such warranty, and, if Contractor is unable to correct any breach in the Services Warranty by the date which ls sixty (60) calendar days after City provides notice of such breach, City may, in Its sole discretion, either extend the time for Contractor to cure the breach or terminate this Agreement.

Disabling Code Warranty. Contractor represents, warrants and agrees that the Services do not contain and City will not receive from Contractor any virus, worm, trap door, back door, timer, clock1 counter or other limiting routine, Instruction or design, or other malicious, llllcit or similar unrequested code, Including ~f• Ouest1ca 'iliiil,, BUDGET
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surveillance software or routines which may, or is designed to, permit access by any person, or on its own, to erase, or otherwise harm or modify any City system or Data (a "Disabling Code").

In the event a Disabling Code ls Identified, Contractor shall take all steps necessary, at no additional cost to City, to: (a) restore and/or reconstruct any and all Data lost by City as a result of Disabling Code; (b) furnish to City a corrected version of the Services without the presence of Disabling Codes; and, (c) as needed, re Implement the Services at no additional cost to City. This warranty shall remain in full force and effect as long as thls Agreement remalns In effect.

Intellectual Property Warranty. Contractor represents, warrants and agrees that: Contractor has all Intellectual Property Rights necessary to provide the Services to City in accordance with the terms of this Agreement; Contractor is the sole owner or is a valid licensee of all software, text, pictures, audio, video, logos and copy that provides the foundation for provision of the Services, and has secured all necessary licenses, consents, and authorizations with respect to the use of these underlying elements; the Services do not and shall not infringe upon any patent, copyright, trademark or other proprietary right or violate any trade secret or other contractual right of any Third Party; and there Is currently no actual or threatened suit against Contractor by any Third Party based on an alleged violat1on of such right. This warranty shall survive the expiration or termination of this Agreement.

Warranty of Authority. Each party represents and warrants that it has the right to enter into this Agreement.

Contractor represents and warrants that It has the unrestricted right to provide the Services, and that it has the financial viabiHty to fulfill its obligations under this Agreement. Contractor represents, warrants and agrees that the Services shall be free and clear of all liens, claims, encumbrances or demands of Third Parties.

Contractor represents and warrants that it has no knowledge of any pending or threatened litigation, dispute or controversy arising from or related to the Services. This warranty shall survive the expiration or termination of this Agreement.

Third Party Warranties and Indemnities. Contractor will assign to City All Third Party warranties and indemnities that Contractor receives in connection with any products provided to City. To the extent that Contractor is not permitted to assign any warranties or indemnities through to City, Contractor agrees to specifically identify and enforce those warranties and indemnities on behalf of City to the extent Contractor is permitted to do so under the terms of the applicable Third Party agreements.

Date/Time Change Warranty. Contractor represents and warrants to City that the Services provided will accurately process date and time-based calculations under circumstances of change including, but not limited to: century changes and daylight saving time changes. Contractor must repatr any date/tlme change defects at Contractor's own expense.

Compliance With Laws Warranty. Contractor represents and warrants to City that it will comply with all appllcable laws, Including Its tax responsibilities, pertaining to the Agreement and Its provision of the Services to City.

THE WARRANTIES SET FORTH ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE SERVICES PURSUANT TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY IMPLlED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

CONFIDENTIALITY
Each party acknowledges that certain information that it shall acquire from the other is of a special and unique character and constitutes Confidential Information.

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The Receiving Party agrees to exercise the same degree of care and protection with respect to the Confidential Information that it exercises with respect to its own similar Confidential Information and not to directly or indlrectly provide, disclose, copy1 distribute, republish or otherwise allow any Third Party to have access to any Confidential Information without prior written permission from the disclosing party. However: (a) either party may disclose Confidential Information to its employees and authorized agents who have a need to know; {bl either party may disclose Confidential Information if so required to perform any obligations under this Agreementi and (c) either party may disclose Confidential Information if so required by law (including court order or subpoena).Nothing in this Agreement shall In any way limlt the abillty of City to comply with any laws or legal process concerning disclosures by public entities. Contractor acknowledges that any responses 1 materials, correspondence, documents or other Information provided to City are subject to applicable state and federal law, including the Washington State Public Records Act, and that the release of Confidential Information in compliance with those acts or any other law will not constitute a breach or threatened breach of this Agreement.

Nothing in this Agreement shall in any way limit the ability of City to comply with any laws or legal process concerning dlsclosures by public entities. Contractor acknowledges that any responses, materials, correspondence, documents or other Information provided to Clty are subject to applicable state and federal law1 Including the Washington Public Records Act1 and that the release of Confidential Information In compliance with those acts or any other law will not constitute a breach or threatened breach of this Agreement.

PROTECTED INFQRMAJION. Durlng the course of thls Agreement 1 should Contractor come into possession of any Protected Information, Contractor may not disclose this information to any Third Party under any circumstances.

HOSTING AND SUPPORT SERVtCES JO BE PERFORMED:

The Contractor Is ready, willing, and able to provide the services required by this Agreement.

The Contractor shall faithfully perform the servlces in accordance with the standards of care, skill, training, di1igence1 and judgment provided by highly competent individuals performing services of a similar nature to those described in the Agreement and in accordance with the terms of the Agreement.

User ID Credentials. Internal corporate or customer (tenant) user account credentials shall be restricted as per the following1 ensuring appropriate identity, entitlement, and access management and in accordance with established policies and procedures:
• Identity trust verification and service-to-service appllcation (API) and Information processing interoperability (e.g., S50 and Federation)
• Account credential lifecycle management from instantiation through revocation • Account credential and/or ldentity store minimization or re-use when feasible • Adherence to industry acceptable and/or regulatory compliant authentication, authorization, and accounting (AAA) rules {e.g., strong/multi~factor, expireable, non-shared authentication secrets) Vendor Supported Releases. The provider shall maintain the currency all third- party software used ln the development and execution or use of the software includlng, but not limited to: all code libraries 1 frameworks, components, and other products (e.g., Java JRE1 code signing certificates, .NET, jquery plugins, :~ii) Ouest1ca
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etc.)1 whether commercial1 free, open~source, or closed~source; with third~party vendor approved and supported releases.

GRANT OF LICENSE; RESTRICTIONS:

Contractor hereby grants to City a right and license to: (a} display, perform, and use the Software Hosting; and (b} use all Intellectual property rights necessary to use the Software Hosting as authorized in subparagraph (a), Title to and ownership of the Software will remain with Contractor. City will not reverse engineer or reverse compile any part of the Software. City will not remove, obscure or deface any proprietary notice or legend contained in the Software or documentation without Contractor's prior written consent.

DELIVERY AND ACCEPTANCE;
Upon set up of the Software Hosting, the City will test and evaluate same to ensure that it conforms, in the Clty
1 s reasonable judgment, to the specifications outlined ln Appendix A. If the Software does not conform, the City will so notify Contractor in writing within sixty (60) days. Contractor wlll, at its expense, repair or replace the nonconforming product within fifteen (15) days after receipt of the City's notice of deficiency. The foregoing procedure will be repeated until the City accepts or finally rejects the product, in whole or part, in its sole discretion. In the event that the Software Hosting does not perform to the City's satisfaction, the City reserves the right to repudiate acceptance. In the event that the City finally rejects the Software Hosting, or repudiates acceptance of it, Contractor will refund to the City all fees paid, if any, by the City with respect to the rejected product.
lf the City is not satisfied with the Contractor's performance of the services described in Appendix A, the City will so notify Contractor within thirty (30) days after Contractor's performance thereof. Contractor wi111 at Its own expense, re-perform the service within fifteen (15) days after receipt of City1s notice of deficiency, The foregolng procedure will be repeated until City accepts or finally rejects the service in its sole discretion. In the event that City finally rejects any service, Contractor will refund to City all fees paid by City with respect to such service.

IIBM: The term of the Agreement Is from October 4, 2016 through August 25, 2018 but may be terminated early In conjunction with the termination of the Master Agreement that was executed on August 261h, 2014.

COMPENSATION AND PAYMENT;
Fee: The fee for the hosting services described in the Questica Budget Hosting Quote is $15,000. In addition to the cost for the hosting service, the cost to migrate from the current City infrastructure to the hosting environment is estimated at $71800. (40 hours @185/hr.) The migration services will be Invoiced monthly on a time and materials basis. These costs shall be pald pursuant to the City's fin an c i a I po Ii c i es and in accordance with the Price Quote.

Reimbursement Expenses; The costs specified above include all expenses, and no other expenses shall be separately reimbursed here.under unless by agreed~upon amendment to this contract.

Invoicing: Contractor must submit an invoice which shall Include the City contract number, clear Identification of the dellverable that has been completed, and other Information reasonably requested by the City, Payment on all uncontested amounts shall be made In accordance with the City's financial policy.

Annual Increases: The maximum allowable annual increase to the hosting fees paid in the prior year is 5%. $ii' Ouest1ca "lliil,, BUDGET
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SWUS OF CONTRACTOR: The Contractor is an Independent contractor retained to perform professional or technical services for limited periods of time. Neither the Contractor nor any of its employees are employees or officers of the City for any purpose whatsoever.

TERMINATION:

The City has the right to terminate the Agreement with. cause upon written notice and the expiration of a 10- d a y Contractor cure period, and without cause upon twenty (20) days prior written notice to the Contractor.

However, nothing gives the Contractor the right to perform services under the Agreement beyond the time when its services become unsatisfactory to the Manager.

Upon termination of the Agreement, with or without cause, the Contractor shall have no claim against the City by reason of, or arising out of, Incidental or relating to termination, eJ<cept for compensation for work duly requested and satisfactorily performed as described in the Agreement.

There will be no refund for any prepaid fees In the event of termlnatlon without cause. This specifically means that prepaid annual hosting fees will not be refunded if the agreement is terminated without cause prior to the end date of the then current hosting subscription year.

WHEN RIGHTS AND REMEDIES NOT WAIVED: In no event shall any action by either Party hereunder constitute or be construed to be a waiver by the other Party of any breach of covenant or default which may then exist on the part of the Party alleged to be in breach, and the non•breaching Party's action or inaction when any such breach or default shall exist shall not impair or prejudice any right or remedy available to that Party with respect to such breach or default; and no assent, eJ<pressed or implied, to any breach of any one or more covenants, provisions or conditions of the Agreement shall be deemed or taken to be a waiver of any other breach.

REPRESENTATION AND WARRANTV: Contractor represents and warrants that:
a All services will be performed by qualified personnel in a professional and workmanlike manner, consistent with industry standards;
o all services will conform to applicable specifications and the Appendices attached hereto; o it has the requisite ownership, rights and licenses to perform its obligations under this Agreement fully as contemplated hereby and to grant to the City all rights with respect to the software and services free and clear from any and all liens, adverse claims, encumbrances and interests of any third party; o there are no pending or threatened lawsuits, claims, disputes or actions: (i) alleging that any software or service Infringes, violates or misappropriates any third party rights; or (ii) adversely affecting any software, service or supplier's ability to perform Its obligations hereunder; 6 the Software will not violate, Infringe, or misappropriate any patent, copyright, trademark, trade secret, or other Intellectual property or proprietary rlght of any third party; o the Software will contain no malicious or disabling code that is intended to damage, destroy or destructively alter software, hardware, systems or data; and the media on which all Software is furnished are and wiH be, under normal use, free from defects in materials and workmanship.

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DEFENSE AND INDEMNIFICATION:

Contractor hereby agrees to defend, Indemnify, relmburse and hold harmless City, its appointed and elected officials, agents and employees for, from and against all liabllities, claims, judgments, suits or demands for damages to persons or property arising out of1 resulting from, or relating to the work performed under this Agreement ("Claims
1 '), unless such Claims have been specifically determined by the trier of fact to be the sole negligence or willful misconduct of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify City for any acts or omissions of Contractor or Its subcontractors either passive or active, irrespective of fault, including City's concurrent negligence whether active or passlve, except for the sole negligence or willful misconduct of City.

Contractor's duty to defend and Indemnify City shall arise at the time written notice of the Claim Is first provided to City regardless of whether Claimant has ffled suit on the Claim. Contractor's duty to defend and Indemnify City shall arise even if City is the only party sued by claimant and/or claimant alleges that Clty1s negligence or willful misconduct was the sole cause of clalmant's damages.

Contractor will defend any and all Claims which may be brought or threatened against City and will pay on behalf of City any exp€nses incurred by reason of such Claims including, but not limited to, court costs and attorney fees Incurred ln defending and investigating such Claims or seeking to enforce this indemnity obllgatlon, Such payments on behalf of City shall be in addition to any other legal remedies available to City and shall not be considered City's exclusive remedy.

Contractor will, at Contractor
1 s expense, indemnify, defend and hold harmless the City, Its officers, agents and employees from and against any loss, cost, expense or llability {including but not l!mlted to attorney's fees and awarded damages) arising out of a claim that the Software, services, or their use by the City, infringe, violate or misappropriate a patent, copyright, trademark, trade secret or other intellectual property or proprietary right of any third party. The City will promptly notify Contractor In writing of any claim and cooperate with Contractor and Its legal counsel in the defense thereof. Contractor may in its discretion (i) contest, (H) settle, (111) procure for the City the right to continue using the Software, or (iv) modify or replace the infringing Software so that it no longer infringes (as long as the functionality and performance are not degraded as reasonably determined by the City}.

TAXES, CHARGES ANO PENALTIES: The City shall not be llable for the payment of taxes, late charges or penaltles of any nature other than the compensation stated herein, except for any additional amounts which the City may be required to pay under Washington State laws.

ASSIGNMENT; SUBCONTRACTING: The Contractor shall not voluntarily or Involuntarily assign any of its rights or obligations, or subcontract performance obligations, under this Agreement without obtaining the Manager's prior written consent. Any assignment or subcontracting without such consent will be Ineffective and void, and shall be cause for termination of this Agreement by the City. The Manager has sole and absolute discretion whether to consent to any assignment or subcontracting, or to terminate the Agreement because of unauthorized assignment or subcontracting. In the event of any subcontracting or unauthorized assignment: {i} the Contractor shall remain responsible to the City; and (ii) no contractual relationship shall be created between the City and any sub-consultant, subcontractor or assign.

NO THIRD PARTV BENEFICIARY: Enforcement of the terms of the Agreement and all rights of action relating to enforcement are strictly reserved to the parties. Nothing contained in the Agreement gives or allows any claim or right of action to any third person or entity. Any person or entity other than the City or the Contractor receiving services or benefits pursuant to the Agreement is an incidental beneficiary only.

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NO AUTHORIIY W BIND CIIY TO CONTRACTS: The Contractor lacks any authority to bind the City on any contractual matters. Final approval of all contractual matters that purport to obligate the City must be executed by the City in accordance with City Ordinances and Codes.

AGREEMENT AS COMPLETE INTEGRATlON-AMENOMENJS: The Agreement Is the complete integrat'1on of all understandings between the parties as to the subject matter of the Agreement. No prior, contemporaneous or subsequent addition, deletion, or other modification has any force or effect, u-nless embodied in the Agreement in writing.

No oral representation by any officer or employee of the City at variance with the terms of the Agreement or any written amendment to the Agreement will have any force or effect or bind the City.

SEVERABILJTY: Except for the provisions of the Agreement requiring appropriation of funds and llmiting the total amount payable by the City, if a court of competent Jurisdiction finds any provision of the Agreement or any portion of it to be invalid, illegal, or unenforceable, the validity of the remaining portions or provisions will not be affected, if the intent of the parties can be fulfilled.

CONFLICT OF INTERESii
No employee of the Clty shall have any personal or beneficial Interest In the services or property described in the Agreement. The Contractor shall not hire, or contract for services with, any employee or officer of the City that would be In violation of the City of Santa Clara Personnel Policles.

The Contractor sh~II not engage in any transaction, activity or conduct that would result in a conflict of interest under the Agreement. The Contractor represents that It has disclosed any and all current or potential conflicts of interest. A conflict of interest shall include transactions, activities or conduct that would affect the judgment, actions or work of the Contractor by placing the Contractor's own interests, or the interests of any party with whom the Contractor has a contractual arrangement, In conflict with those of the City. The City, in its sole discretion, will determine the existence of a conflict of Interest and may terminate the Agreement ·1n the event It determines a conflict exists, after lt has given the Contractor written notice describing the conflict.
t:lQI!.m: All notices required by the terms of the Agreement must be hand dellvered, sent by overnight courier service, mailed by certified mail, return receipt requested, or malled via United States mall, postage prepaid.

Notices hand delivered or sent by overnight courier are effective upon delivery. Notices sent by certified mail are effective upon receipt, Notices sent by mail are effective upon deposit with the U.S. Postal Servlce. The parties may designate substitute addresses where or persons to whom notices are to be mailed or delivered. However1 these substitutions wlll not bec~me effective until actual receipt of written notification.

DISPUTES= Differences between the Contractor and the City, arising under and by virtue of thls contract, shall be resolved at the lowest possible level In order that such matters may be settled or other appropriate action promptly taken. Any dispute shall first be addressed by the Clty and Contractor Project Manager; then escalated if necessary to Senior Managers before finally going to the Contractor CEO and City Manager. If unable to resolve, either party may seek injunctive relief. Project work shall continue during the period of dispute. The City retains the right to accept work products as stated in the Statement of Work.

GOVERNING LAW; VENUE: The Agreement will be construed and enforced in accordance with applicable federal law, the laws of the Province of Ontario. Unless othetwise specified, any reference to statutes, laws, regulations, charter or code provislons, ordinances, executive orders, or related memoranda, Includes amendments or supplements to same.

Venue for any legal action relatlng to the Agreement will be in the court of competent jurisdiction In the County of Halton, Province of Ontario, Canada.
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NO DISCRlMjNAJION lN EMPLQVMEN[: In connection with the performance of work under the Agreement, the Contractor may not refuse to hire, discharge, promote or demote, or discriminate In matters of compensation against any person otherwise qualified, solely because of race, color, religion, national origin, gender, age, military status, sexual orientation, gender variance, marital status, or physical or mental disability. The Contractor shalf lnsert the foregoing provision ln all subcontracts.

CONFIQENTlAL INEQRMATIQNi OPEN RECORDS:

City IQfgrmatign: Contractor acknowledges and accepts that, In performance of all work under the terms of this Agreement, Contractor may have access to Proprietary Data or confidential Information that may be owned or controlled by the Oty, and that the disclosure of such Proprietary Data or lnformatlon may be damaging to the City or third parties. Contractor agrees that all Propr.ietary Data, confidential information or any other data or information provided or otherwise disclosed by the City to Contractor shall be held in confidence and used only In the performance of its obligations under this Agreement. Contractor shall exercise the same standard of care to protect such Proprietary Data and information as a reasonably prudent Contractor would to · protect its own proprietary or confidential data. "Proprietary Data" shall mean any materials or Information which may be designated or marked "Proprietary" or "Confidential", or which would not be documents subject to disclosure pursuant to the Washington Public Records Act or City ordinance, and provided or made available to Contractor by the City. such Proprietary Data may be In hardcopy, printed, digital or electronic format. use and protes,jon of Proprietary Data or confidential Information:

Except as expressly provided by the terms of this Agreement, Contractor agrees that it shall not disseminate, transmit, license, sublicense, assign, lease, release, publish, post on the Internet, transfer, sell, permit access to, distribute, allow interactive rights to, or otherwise make available any data, including Proprietary Data or confidential information or any part thereof to any other person, party or entity In any form of media for any purpose other than performing its obligations under this Agreement. Contractor further acknowledges that by providing data, Proprietary Data or confidential information, the City is not granting to Contractor any right or license to use such. data except as provided in this Agreement. Contractor further agrees not to disclose or distribute to any other party, in whole or in part, the data, Proprietary Data or confidential information without written authorization from the Manager and will Immediately notify the City If any information of the City is requested from the Contractor from a third party.

Contractor agrees, with respect to the Proprietary Data and confidential information, that: (1) Contractor shall not copy, recreate, reverse engineer or decompile such data, in whole or in part, unless authorized in writing by the Manager; (2) Contractor shall retain no copies, recreations, compilations, or decompllations, in whole or in part, of such data; and (3) Contractor shall, upon the expiration or earlier termination of the Agreement, destroy (and, ln writing, certify destruction) or return all such data or work products incorporating such data or information to the City.

Employees and Sub-Contractor: Contractor will inform its employees and officers of the obligations under this Agreement, and all requirements and obligations of Contractor under this Agreement shall survive the expiration or earlier termination of this Agreement. Contractor shall not disclose Proprietary Data or confidential Information to subcontractors unless such subcontractors are bound by non-dlsclosure and confidentiality provisions at least as strict as those contained in this Agreement.

Disclaimer: Notwithstanding any other provision of this Agreement, the City is furnishing Proprietary Data and confldentlal information on an "as is" basis, without any support whatsoever, and without representation; Ouest1ca
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warranty or guarantee, including but not in any manner limited to, fitness, merchantabillty or the accuracy and completeness of the Proprietary Data or confidential information, Contractor Is hereby advised to verify Its work.

The City assumes no liability for any errors or omissions herein. Specifically, the City Is not responsible for any costs including, but not llmlted to1 those incurred as a result of lost revenues, loss of use of data 1 the costs of recovering such programs or data, the cost of any substitute program, dalms by third parties, or for similar costs.

If discrepancies are found1 Contractor agrees to contact the City immediately.

LEGAL AUTHORITY: Contractor represents and warrants that it possesses the legal authority, pursuant to any proper, appropriate and offlclal motion, resolution or action passed or taken, to enter Into the Agreement. Each person signing and executing the Agreement on behalf of Contractor represents and warrants that he has been fully authorized by Contractor to execute the Agreement on behalf of Contractor and to validly and legally bind Contractor to all the terms, performances and provlslons of the Agreement. The City shall have the right, in its sole discretion, to either temporarlly suspend or permanently terminate the Agreement if there is a dispute as to the legal authority of either Contractor or the person signing the Agreement to enter into the Agreement.

NO CONSTRUcrlON AGAINST DRAFTING PARTY: The parties and their respective counsel have had the opportunity to review the Agreement, and the Agreement will not be construed against any party merely because any provisions of the Agreement were prepared by a particular party,
ORDER OF PRECEDENCE: In the event of any confllcts between the language of the Agreement and the Appendices, the language of the Agreement controls.

SURVIVAL OF CERTAIN PROVISIONS: The terms of the Agreement and any Appendices and attachments that by reasonable implication contemplate continued performance, rights, or compliance beyond expiration or termination of the Agreement survive the Agreement and will continue to be enforceable. Without limiting the generality of this provision, the Contractor's obligations to provide insurance and to indemnify the City wlll survive for a period equal to any and all relevant statutes of limitation, plus the time necessary ta fully resolve any claims, matters 1 or actions begun within that period.

INUBEMENJ: The rights and obligations of the parties herein set forth shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns permitted under this Agreement.

TIME IS OF THE ESSENCE: The parties agree that in the performance of the terms, conditions, and requirements of this Agreement, time is of the essence.
fORCE MNEURE: Neither party shall be responsible for failure to fulfill its obligations hereunder or liable for damages resulting from delay in performance as a result of war, fire, strike, riot or insurrection, natural disaster, unreasonable delay of carriers, governmental order or regulation, complete or partial shutdown of plant, Unreasonable unavailability of equipment or software from suppliers, default of a subcontractor or vendor (if such default arises out of causes beyond their reasonable control)1 the actions or omissions of the other party or its officers, directors, employees, agents 1 Contractors or elected officials and/or other substantially simllar occurrences beyond the party's reasonable control ("Excusable Delay"). herein. In the event of any such Excusable Delay1 time for performance shall be extended for a period of time as may be reasonably necessary to compensate for such delay, PARAGRAPH HEADINGS: The captions and headings set forth herein are for convenience of reference only, and shall not be construed so as to define or limit the terms and provisions hereof.

CITY EXECUTION OF AGREEMENT: This Agreement ls expressly subject to and shall not be or become effective or binding on the City until it has been fully executed by all signatories of the City of Santa Clara. r(B' Ouest1ca
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COUNTERPARTS OF THIS AGREEMENT: This Agreement may be executed in counterparts1 each of which shall be deemed to be an orlginal of this Agreement.

ELECTRONIC SIGNATURES AND ELECTRONIC RECORDS: Contractor consents to the use of electronic signatures by the City. The Agreement, and any other documents requiring a signature hereunder, may be signed electronically by the City in the manner specified by the City. The Parties agree not to deny the legal effect or enforceability of the Agreement solely because it is tn electronic form or because an electronic record was used in its formation. The Parties agree not to object to the admissibility of the Agreement in the form of an electronic record, or a paper copy of an electronic document, or a paper copy of a document bearing an electronic signature, on the ground that it is an electronic record or electronic signature or that it is not In Its original form or is not an original.

UMITATION OF LIAB!LITY: CONTRACTOR'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR

RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL

NOT EXCEED THE AMOUNT PAID BY THE CITY IN THE FIRST TWELVE MONTHS OF THE AGREEMENT EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES: IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE

OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER

OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

END OF SUBSCRIPTION HOSTING AGREEMENT DOCUMENT
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APPENDIX A
Service Levels
The City's expectation is that if Clty personnel experience a system problem, they will call the City's internal help desk to log an incident. The help desk will notify the on call support analyst who will attempt to determine if the problem is caused by the internal infrastructure (e.g. server down, network down, pc problem) and forward to the application service provider if the problem resides with the application.

If the issue is identified to be an issue with the software, the City's system support will contact the Contractor. The Contractor will respond to Support Calls according to the following Service Levels:

Less than 30 min Less than 30 min
1 hour Within 2 hours
2 hours
8 hours
Service Response time refers to the maximum elapsed time after problem logged for investigation and action by the Contractor. The Contractor will communicate with the City's internal software support, providing an action plan.

Resolution Status Update Frequency refers to the maximum time elapsed after problem has been initially logged before a status update is provided to the City. The Contractor will continue to provide status updates to the City within this frequency Interval until such time as the problem is resolved.

Service Resolution time goal refers to the objective for the maximum elapsed time after problem Is logged for some sort of problem resolution to be provided.

Service Levels will be determined in accordance with the following:

Emergency
• System down during critical support times for Budgeting High
• System down (Software Application)
• Inability to do budgeting
• Program errors without workarounds
• Incorrect calculation errors impactfng records
• Performance issues of severe nature impacting critical processes • Reports calculation issues
• Security breaches and other security issues
Medium
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• System errors that have workarounds
• Performance issues not impacting critical processes
• Usability issues
Low
• Report formatting
• Aesthetic issues
• Recommendations for enhancements on system changes
Questlca will make every effort to provide a problem resolution within the stated Service Resolution time goal.

Help Desk Services/ Customer Service and Technical Support The City has a central help desk for all employee user applications. The central help desk acts as the first point of contact and brokers support requests that are not readily resolved with a scripted solution.

Recovery Point Objective
The solution RPO (Recovery Point Objective) data loss threshold as follows:

0.1 0.15
0,1 0.15

0.1 0.15

0.25 0.5

0.25 0.5
November 0.25 0.5
December 0.25 0.5
Recovery Time Objective
The solution should have an RTO (Recovery Time Objective - tolerance to service interruptions) as follows: ·
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June 0.25 1
Julv 0.5 . 2
August 0.5 2
' September 0.5 2
October 0.5 2
November 0.5 2
December 0.5 2
Service Guarantee
Questica, via AEGISYS, will provide a 99.9% IP connectivity to the Internet within AEGISYS's network.

AEGISYS wlll also provide 99.9% web server availability and 99.8% database availability within AEGISYS's network on a 24/7 basis outside of scheduled · maintenance windows.

Availability will be calculated per calendar quarter, as follows:

Where:
1) Total means the total number of minutes in the calendar quarter; 2) Non excluded means downtime that is not excluded; and 3) Excluded means:
a) Any planned downtime of which Questica gives 24 or more hours notice in accordance with the Agreement or via a conspicuous on-screen message in Questica Budget. Questica will use commercially reasonable efforts to schedule all planned downtime during the hours from 6:00 p.m. Friday to 3:00 a.m. Monday, U.S. Pacific Time.
b) Any period of unavailability lasting less than 15 minutes. c) Any unavailability caused by circumstances beyond Questica's reasonable control, including, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Questica employees), denial- of-servlce attacks, or third-party Internet service provider failures or delays. For any partlal calendar quarter during which the City subscribes to Questica Budget, availability will be calculated based on the portron for which the City subscribed.

Remedies
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Should Questica fall to make Questica Budget available as set forth above in a calendar quarter, the City may continue to use Questica Budget but receive a refund for one full day of subscription fees for each actlve subscription on the Production Questica Budget instance in that quarter, for each full or partial hour of Questica Budget unavallability below the percentage specified above. In no case shall the total refund for any quarter exceed 25% of the subscription fees paid by the City for such quarter. Should Questica fail to make Questica Budget available as set forth above in two consecutive calendar quarters, the City may, in lieu of recelving the above-described refund for the second quarter, terminate the Agreement by providing notice of termination, in which case Questica will refund to Customer any prepaid fees for the remainder of Questica Budget subscription term(s) following the date of termination.

Monitoring
Questica, via AEGISYS, uses a variety of tools to monitor (i) the availability and performance of the Customer's production services environment and (ii) the operation of the of infrastructure and network components.

Monitored Components
Questica, via AEGISYS, monitors all levels of the service infrastructure, and currently generates alerts for CPU, memory, storage, database, network components, and transactions. Questica's Operations staff attends to any automated warnings and alerts associated with deviations of the environment from Questica defined monitoring thresholds, and follows standard operating procedures to investigate and resolve underlying issues.

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Ebix Insurance No. S200003069
AMENDMENT NO. 2

TO THE MASTER AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
QUESTICA, INC.

PREAMBLE
This agreement ("Amendment No. 2") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Questica, Inc., a Canadian corporation (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. The Parties previously entered into an agreement entitled "Master Agreement for Professional Services by and between the City of Santa Clara, California and Questica, Inc." dated August 26, 2014 (the "Original Agreement"); B. The Original Agreement was previously amended by Amendment No. 1, dated November 8, 2016, and is again amended by this Amendment No. 2. The Original Agreement and all previous amendments are collectively referred to herein as the "Original Agreement as Amended"; and
C. The Parties entered into the Original Agreement as Amended for the purpose of having Contractor provide Budget and Financial Planning System, and the Parties now wish to amend the Original Agreement as Amended to incorporate a Municipal Fee Schedule into the system; to extend the term of the agreement through August 25, 2024; and to increase compensation by $356,038.12 for a revised not-to-exceed maximum compensation amount of $877,038.12 as shown in First Revised Exhibit B.

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

1. AMENDMENT TERMS AND CONDITIONS
That Section 2 of the Original Agreement as Amended, entitled 'Term of Agreement", is hereby amended to read as follows:

Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by written amendment to this Agreement, the term of this Agreement is from August 26, 2014 to Amendment No. 2 to Agreement/Questica
Rev. 08/28/2018

Page 1 of 5 ends

August 25, 2024, inclusive, subject to the provisions of Section 11 "Termination of Agreement."

2. AMENDMENT TERMS AND CONDITIONS
That Section 11 of the Original Agreement as Amended, entitled "Termination of Agreement", is hereby amended to read as follows:

11. TERMINATION OF AGREEMENT
A. Termination for Default. If a Party fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, either Party may terminate this Agreement immediately upon written notice to Contractor.

B. Annual Appropriation of Funds. City's funding of this Agreement shall be on a fiscal year basis (July I to June 30) and is subject to annual appropriations. Contractor acknowledges that City, a municipal corporation, is precluded by the California State Constitution and other laws from entering into obligations that financially bind future governing bodies, and that, therefore, nothing in this Agreement shall constitute an obligation of future legislative bodies of the City to appropriate funds for purposes of this Agreement. This Agreement will terminate immediately if funds necessary to continue the Agreement are not
appropriated. Despite the foregoing, the City shall pay Contractor for any services performed in accordance with this Agreement up to the date of termination.

C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Contractor will deliver to City all City information or material that Contractor has in its possession.

3. AMENDMENT TERMS AND CONDITIONS
That Exhibit B of the Original Agreement, entitled "Fee Schedule", is hereby amended to read as shown in First Revised Exhibit B, attached and incorporated into this Amendment No. 2.

4. TERMS
All other terms of the Original Agreement as Amended which are not in conflict with the provisions of this Amendment No. 2 shall remain unchanged in full force and effect. In case of a conflict in the terms of the Original Agreement as Amendment No. 2 to Agreement/Questica
Rev. 08/28/2018

Page 2 of 5 ends

Amended and this Amendment No. 2, the provisions of this Amendment No. 2 shall control.

5. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.

The Parties acknowledge and accept the terms and conditions of this Amendment No. 2 as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Dated: J - \:1 -2 c\ '\
"CITY"
D~ l?/s~T ANA
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
QUESTICA, INC.

A Canadian corporation
Dated: ~'l- - 3..o I G\
By (Signature): ==t1=· =v========================== Name: T.J. Parass ------------------ Tit I e: President
Principal Place of 980 Fraser Drive, Suite 105
Business Address: Burlington, Ontario L7L 5P5 Canada
Email Address: [email protected]
Telephone: (905) 634-0110 x 555
Fax: (866) 520-8514
Amendment No. 2 to Agreement/Questica
Rev. 08/28/2018
"CONTRACTOR"

Page 3 of 5 ends

FIRST REVISED EXHIBIT B

FEE SCHEDULE

1. MAXIMUM COMPENSATION
The maximum amount payable for all services provided under this Agreement from August 26, 2014 through August 25, 2024 shall not exceed Eight Hundred Seventy Seven Thousand Thirty-Eight and Twelve Cents ($877,038.12), subject to budget appropriations. The City shall not be responsible for paying for services that would result in total payment for services rendered exceeding the maximum amount of compensation set forth herein .
81 . Questica Software Maintenance &
Support Services

82. Hosting (on premise)

83. Hosting (cloud)

84. Statistical Ledger
Subtotal (B)
C. Open8ook Subscription (b)
Subtotal (A • C)
D. Additional Services & Products
Migration from City Environment to Hosting
Environment inclusive of ADFS
Development of a municipal fee calculator
(one-time fee ; no ongoing fees) (c)
Additional as-needed services
Subtotal (D)
Annual Total (Years 1-5)
Total (Years 1-5)
Description
A 1. Questica Software Maintenance &
Support Services (d)
A2 . Hosting (cloud) (d)
A3 . Statistical Ledger{d)
Subtotal (A)
8 . Open8ook Subscription
Annual Total (Years 6-10)
Additional Products & Services
Total (Years 6-10)
$333,400.00
Years
(8/26/19 to
8/25/20)
$36 ,750 .00
$8,190.00
$483 .00
$45,423.00
$3,125 .00
$48,548.00
$51,660.00 $45,410.00
$565,655.00
Year 7 Years Year 9
(8/26/20 to (8/26/21 to (8/26/22 to
8/25/21) 8/25/22) 8/25/23)
$37 ,485.00 $38,234 .70 $38 ,999 .39
$8,353 .80 $8,520 .88 $8,691 .30
$492 .66 $502 .51 $512 .56
$46,331.46 $47,258.09 $48,203.25
$3,125.00 $3,125 .00 $3,125.00
$49,456.46 $50,383 .09 $51,328.25
$50,000.00
$311,383.12
$10 ,000 .00
$52,000.00
$99,285.00
Year10
(8/26/23 to
8/25/24)
$39 ,779 .38
$8,865 .13
$522 .81
$49,167.32
$12 ,500 .00
$61,667.32
NOT TO EXCEED MAXIMUM COMPENSATION (YEARS 1- 10) $877,038.12 Amendment No. 2 to Agreement/Questica
Rev. 08/28/2018

Page 4 of 5 ends

(a) See original Exhibit B for Year 1 price breakdown.
(b) Pursuant to Questica OpenBook Subscription Agreement, attached and incorporated into this Amendment No. 2.
(c) Pursuant to Questica Estimate ID#: Santa Clara-MuniFee-05032019, attached and incorporated into this Amendment No. 2.
(d) Pursuant to Questica Budget Maintenance and Support Agreement, attached and incorporated into this Amendment No. 2.

2. ADDITIONAL SERVICES AND SOFTWARE CUSTOMIZATIONS
Upon written request of the City, Contractor shall provide services and resources required to implement upgrades, improvements, and enhancements to the system as required by the City, at a price as mutually agreed upon. Additional products and services shall be separately negotiated to be paid on a lump sum or time and material basis as authorized by the City and agreed to by Contractor. No additional products or services will be provided unless both Parties execute an Amendment to this Agreement.

3. INVOICING
Contractor shall invoice the City annually for all applicable support and maintenance costs.

Amendment No. 2 to Agreement/Questica
Rev. 08/28/2018

Page 5 of 5 ends

Questica
Where brilliant begins .

QUESTICA BUDGET SOFTWARE SUBSCRIPTION AGREEMENT
This SOFTWARE SUBSCRIPTION AGREEMENT (the "Agreement ") is made this August 26, 2019 (the "Effective Date") by and between QUESTICA INC., a corporation incorporated under the laws of Ontario, Canada ("Questica") and City of Santa Clara, CA, including , without limitation, all its subdivisions , departments , and constituent entities within its legal scope and jurisdiction (collectively , the "Subscriber ").

BACKGROUND
A. Questica and Subscriber entered into a Software Subscription Agreement on March 21 st, 2017 B. The Subscriber wishes to extend the term of this Agreement through August 25, 2024.

NOW THEREFORE , in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration (the receipt and adequacy of which are hereby acknowledged) , Questica and Subscriber agree as follows :

1. ORDER OF PRECEDENCE. All terms from the original Software Subscription Agreement and any subsequent changes or amendments remain in full force unless specifically addressed within this Agreement.

2. SOFTWARE SUBSCRIPTION. For the term of this Agreement, upon paying the Subscription Fee as defined in Appendix A, Questica shall provide the Services for the software as outlined in the Software Subscription Agreement, if the Subscriber is not otherwise in breach of the provisions of the Agreement.

3. TERM. This Agreement is effective as of August 26, 2019 and shall continue through August 25, 2024 unless and until this Agreement is otherwise terminated .

IN WITNESS WHEREOF the Parties have duly executed this Agreement.

QUESTICA INC.

Authorized Signature :

Authorized Name:

Title :

Date:

CITY OF SANTA CLARA
Authorized Signature :

Authorized Name:

Title:

Date:
·"t\S'L 'S\~k&, ..?:'<2- ~ -\l.. Cr\
, - , 1 .- ;h))j
Software Subscription Agreement - City of Santa Clara, CA Page 1 of 2 $3,125.00
$3,125.00
$3,125.00
$3,125.00
$12,500.00
Payment Terms
APPENDIX A - Annual Fees
Software Subscription from August 26, 2019 to August 25, 2020 Software Subscription from August 26, 2020 to August 25, 2021 Software Subscription from August 26, 2021 to August 25, 2022 Software Subscription from August 26, 2022 to August 25, 2023 Software Subscription from August 26, 2023 to August 25, 2024 Software Subscription fees are due in full in advance of the renewal period. Questica will issue a corresponding invoice a minimum 30 days prior to the renewal date.

Additional Services
Additional professional services can be purchased at Questica's then current rate, which at the execution date of this Agreement is $200/hr.

END OF SOFTWARE SUBSCRIPTION AGREEMENT
Software Subscription Agreement - City of Santa Clara, CA Page 2 of 2 © Questica Inc. 05/ 03/2019
Budget
Price Estimate
Prepared for
Kenn Lee
at
City of Santa Clara, CA
by
Sean Szaloczi
Questica Inc.
05/03/2019
Where brill iant beg ins.

Questica Budget Price Estimate
Estimate ID#: Santa Clara-MuniFee-05032019
Description Total
---- ---- - - -- ------ ---- - - - - -
Summary Description: The development of a municipal fee calculator similar in function to that described in Appendix A with changes that allow for:
• The impact of forecasts (whether entered directly or existing by virtue of position allocations) present in unpublished Change Requests to be included in the computation of direct and indirect costs.
• The use of computed municipal fee amounts in either or both present and future forecasts.

A Questica developer will work in conjunction with the appropriate project resource from the City of Santa Clara to further scope these modifications in greater detail.

Professional Services: (Per Appendix A)
70 hours - Refine MuniFee tool based on the City of Santa Clara requirements 40 hours - Update MuniFee tool to new version
20 hours - Project Management time for preparing specs and testing 80 hours - Adjust Salary Costing to pull published modifier costs Total Professional Services: (210 hours at $200/hour)
Note
$42,000
• Estimates are based on a high-level overview of your Questica software setup. This overview includes a review of custom reports and/or other customizations. Final costs will be based on time and materials and will be billable at a rate of $200/hour.

Pricing Notes
Estimate ID#: Santa Clara-MuniFee-05032019
• Pricing valid through: August 31, 2019
• Above pricing in US dollars
• Terms of Payment: All work will be invoiced monthly on a Time and Materials basis © Questica Inc. 05/03 /2019
Questica
Estimate General Terms and Conditions
Estimate ID: Santa Clara-MuniFee-05032019
General Terms and Information:

Terms of Service : The services and any related software are provided under the original License and Service Agreement which is hereby deemed to be fully incorporated into this quotation .

Taxes : The pricing on this quotation is exclusive of all sales, use or other taxes, customs duties and similar levies, if any, payable in or to any jurisdiction or authority whatsoever . Such taxes (other than the taxes on the net income of Questica) shall be the responsibility of the Customer.

Payment: Payment is required in the currency estimated . Unless detailed otherwise in this quotation , Terms are Net- 30 days from the later of a) the date of receipt of invoice , orb) the invoice date.

Acceptance of Custom Work : This quotation may include the development of Product Customization , Custom Reporting or Data import services as detailed in an attached Scope of Work . Within fifteen (15) business days from the delivery of each individual Custom Work , the Customer/Licensee shall, in its sole discretion , review the Product Customization and notify Questica whether it finds the Customizations satisfactory or unsatisfactory. If it is determined that the Customizations are unsatisfactory , then it shall state in writing the reasons for its determination , including identifying any nonconformance with the Licensee 's specifications or expectations . Questica will promptly correct the deficiencies and reinstall the Customizations , and the approval procedure shall be reapplied until Licensee finally declares the Customizations satisfactory . In the absence of a written response within 15 Business Days after the delivery of the Customizations or once the Licensee has declared the Custom izations satisfactory , the Customizations shall be considered 'Accepted'.

Consulting, Training or Implementation Time Invoicing: Only activities approved in an approved Scope of Work shall be invoiced . A mutually determined change control mechan ism will be used to accommodate modifications to the Scope of Work .

Travel Costs : Unless noted otherwise, this quotation does not include any travel , lodging , or on-site expenses . If such travel is required and subsequently authorized , Questica 's standard travel and per diem rates shall apply. Air Travel , Rental Car (with associated fuel and parking costs), and Lodging costs shall be reimbursed at cost. Questica is not responsible for unpredictable (including Commercial Airline Travel) delays which may increase travel cost. © Questica Inc. 05/03/2 019
Acceptance
Estimate ID#: Santa Clara-MuniFee-05032019

CITY OF SANTA CLARA, CA
Authorized Signature: ___..1__...,~~,...._.,_,-+-------------------- Authorized Name: Gro/"~ J:: ~ch,
Title: 1.._,~Y.._ Y)a,"'-C-\f)&C ~ C.~\-~ ~-"4C\€)
~ ,(ISPROV AS TO FORM:

SANT- . ....-....,..-.. Y ATTORNEY'S OFFIC
Date: 7-l J - J-tj j
'
Upon accepting this offer, please scan and email back all pages of the signed quotation and include an authorized purchase order, if applicable.

QUESTICA INC.

Authorized Signature: ----~ ......... t1 __ :-::::-_:-________________ _ Authorized Name: ____ T~ J---J~L-Ct'l---'-'--1/A-=S-"-S ________________ _ Date:
© Questica Inc. 05/ 03/ 2019
Appendix A- Scope of Work
Business Need:

The State of California collects fee revenue from municipalities and dedicates it to support numerous services and programs. Over time the State noticed shortfalls in funding due to lack of proper fee recovery. To better ensure funding for those services and programs, municipalities were instructed to do a better job of tracking the proposed cost of the fee compared to the cost of tasks associated with executing the Fee. Tracking the proposed Fee cost paid by the consumer against the cost of tasks associated with handling the Fee provides a Fee recovery rate. Making sure the Fee Costs to the consumer fully considers the cost of Fee tasks will ensure that the municipality is properly recovering the revenue it needs. This should reduce unexpected revenue shortfalls for funds that pool municipal Fee dollars.

The State of California requires municipalities to determine what the estimated cost of their fees versus the recovery rates of the cost of those fees. This requires the municipalities to determine various staff-related, non-staff related, and overhead related costs being budgeted for a Fee in some year. That value is then compared to the current proposed Fee cost to determine how the Fee needs to be adjusted to consider a 100% cost recovery rate.

This process is essentially an Activity Based Costing for Fees. These fees are costed for 1 year with no forecasting. Since there is salary data involved, that means the Questica salary module needs to be published to determine associated job-based costs for a fee. http://www.californiacityfinance .com/MuniRev2014Ch1plus.pdf History
This Municipal Fee (MuniFee) Calculator customization was initially developed by Marshall Bucek, Questica developer, and was delivered to the City of Palo Alto, CA. It was designed in part by Michael Newsome of Questica and Walter Rossmann, currently at the City of Santa Clara, CA.

Purpose
A Fee is created for a Service Activity that needs to be performed. For each Fee, the Fee calculator tool determines various costs associated with Salary, (Non-Staff) Operating, and Overhead. The Total Fee Cost is then compared with a user-defined proposed fee to determine a final Revenue Estimate and Cost Recovery Percentage for that Fee. This analysis helps to determine if the City needs to increase the Fee cost to get to 100% cost recovery.
© Questica Inc. 05/ 03/2019
Questica
Where brilliant begins.

QUESTICA BUDGET MAINTENANCE AND SUPPORT AGREEMENT
This MAINTENANCE AND SUPPORT AGREEMENT (the "Agreement ") is made this August 26, 2019 (the "Effective Date") by and between QUESTICA INC., a corporation incorporated under the laws of Ontario, Canada ("Questica") and City of Santa Clara, CA, including, without limitation, all its subdivisions, departments , and constituent entities within its legal scope and jurisdiction (collectively , the "Licensee ").

BACKGROUND
A. Questica and Licensee entered into a License and Services Agreement on August 26, 2014.

B. Questica is the exclusive provider of Maintenance and Support Services for the Questica Budget product solution .

C. The Licensee wishes to receive Maintenance and Support Services for the licensed products , pursuant to the terms of this Agreement for a period of five (5) years.

NOW THEREFORE , in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration (the receipt and adequacy of which are hereby acknowledged), Questica and Licensee agree as follows :

1. ORDER OF PRECEDENCE. All terms from the original License and Services Agreement and any subsequent changes or amendments remain in full force unless specifically addressed within this Maintenance and Support Agreement.

2. PRODUCT MAINTENANCE, SUPPORT AND HOSTING. For the term of this Agreement , upon paying the Maintenance, Support and Hosting Fee as defined in Appendix A, Questica shall provide the Maintenance , Technical Support and Hosting services (the "Services ") for the software as outlined in the License and Services Agreement, if the Licensee is not otherwise in breach of the provisions of the Agreement.

3. TERM. This Agreement is effective as of August 26, 2019 and shall continue through August 25, 2024 unless and until this Agreement is otherwise terminated .

IN WITNESS WHEREOF the Parties have duly executed this Agreement.

QUESTICA INC.

Authorized Signature :

Authori zed Name:

Title:

Date:

CITY OF SANTA CLARA
Authorized Signature:

Authorized Name:

Title:

Date:
1W":-
'R'-Si 't\ Mc:1 ti r- ¼r ~:r\
,-l] -J-Dl 'j
Maintenance and Support Agreement - City of Santa Clara, CA APPROVED AS TO FORM:

SANT~ ~ Y'SOFFICB
~ .

Page 1 of 2 ends

Year 1 $ 45,423.00
Year 2 $ 46,331.46
Year 3 $ 47,258.09
Year 4 $ 48,203.25
Year 5 $49,167.32
APPENDIX A - Annual Fees
Maintenance, Support, and Hosting from August 26, 2019 to August 25, 2020 Maintenance, Support, and Hosting from August 26, 2020 to August 25, 2021 Maintenance, Support, and Hosting from August 26, 2021 to August 25, 2022 Maintenance, Support, and Hosting from August 26, 2022 to August 25, 2023 Maintenance, Support, and Hosting from August 26, 2023 to August 25, 2024 Note: Software licenses currently owned by Licensee include: Questica Budget Framework; Operating license seats (65); Capital license seats (45); Salary license seats (40); Performance Measures license seats (unlimited); and Statistical Ledger add-on. The annual amounts reflected herein Appendix A assume there are no additional modules or seats purchased. The annual maintenance associated with any future incremental seat purchases and/or new modules will be added to these amounts.

Payment Terms
Maintenance and Support fees are due in full in advance of the renewal period. Questica will issue a corresponding invoice a minimum 30 days prior to the renewal date.

Additional Services
Additional professional services can be purchased at Questica's then current rate, which at the execution date of this Agreement is $200/hr.

END OF MAINTENANCE AND SUPPORT AGREEMENT
Maintenance and Support Agreement - City of Santa Clara, CA Page 2 of 2

Amendment No. 3 to Agreement/Questica Page 1 of 11
Rev. 10/25/2019

Ebix Insurance No. S200003069

AMENDMENT NO. 3

TO THE MASTER AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
QUESTICA, INC.

PREAMBLE
This amendment (“Amendment No. 3”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Questica, Inc., a Canadian corporation (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties.”

RECITALS
A. The Parties previously entered into an agreement entitled “Master Agreement for Professional Services by and between the City of Santa Clara, California and Questica, Inc.” dated August 26, 2014 (“Agreement”) for the purpose of having Contractor provide a Budget and Financial Planning System ; B. The Agreement was previously amended by Amendment No. 1, dated November 8, 2016, Amendment No. 2, dated July 17, 2019, and is again amended by this Amendment No. 3. The Agreement and all previous amendments are collectively referred to herein as the “Agreement as Amended”; and
C. The Parties now wish to amend the Agreement as Amended to extend the term of the Agreement as Amended to continue using the Budget and Financial Planning System .

NOW, THEREFORE, the Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

1. Section 2 of the Agreement as Amended, entitled “Term of Agreement,” is hereby amended in its entirety to read as follows:
“Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by written amendment to this Agreement, the term of this Agreement is from August 26, 2014 to August 25, 2029, inclusive, subject to the provisions of Section 11 “Termination of Agreement.””

Amendment No. 3 to Agreement/Questica Page 2 of 11
Rev. 10/25/2019

2. Exhibit B (First Revised) of the Agreement as Amended, entitled “Fee Schedule,” is hereby amended in its entirety by replacing it with the attached Exhibit B (Second Revised), which is hereby incorporated in the Agreement as Amended.

3. Except as set forth herein, all other terms and conditions of the Agreement as Amended shall remain in full force and effect. In case of a conflict in the terms of the Agreement as Amended and this Amendment No. 3, the provisions of this Amendment No. 3 shall control.

The Parties acknowledge and accept the terms and conditions of this Amendment No. 3 as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation

Approved as to Form: Dated:

GLEN R. GOOGINS
City Attorney

JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”

QUESTICA, INC.

A Canadian corporation
Dated:

By (Signature):

Name: John Rowe
Title: Senior Director, Sales & Customer Expansion
Principal Place of
Business Address:
603 Michigan Dr, Unit 1
Oakville ON L6L 0G2, Canada
Email Address: [email protected]
Telephone: 877-232-4847x5302
Fax:
“CONTRACTOR”
06/13/2024

Amendment No. 3 to Agreement/Questica Page 3 of 11
Rev. 10/25/2019

EXHIBIT B (SECOND REVISED)

FEE SCHEDULE

1. MAXIMUM COMPENSATION
The maximum amount payable for all services provided under this Agreement from August 26, 2014 through August 25, 2029 shall not exceed One Million Four Hundred Twenty-Five Thousand Seventy-Six Dollars and Fifty-Two Cents ($1,425,076.52), subject to budget appropriations. The City shall not be responsible for paying for services that would result in total payment for services rendered exceeding the maximum amount of compensation set forth herein.

Description
Year 1
(8/26/14 to
8/25/15)
Year 2
(8/26/15 to
8/25/16)
Year 3
(8/26/16 to
8/25/17)
Year 4
(8/26/17 to
8/25/18)
Year 5
(8/26/18 to
8/25/19)
A. System Implementation (a) $333,400.00
B1. Questica Software Maintenance &
Support Services
$28,700.00 $35,900.00 $35,900.00 $35,900.00
B2. Hosting (on premise) $7,200.00
B3. Hosting (cloud) $6,500.00 $7,800.00 $7,800.00
B4. Statistical Ledger $1,460.00 $460.00 $460.00
Subtotal (B) $35,900.00 $43,860.00 $44,160.00 $44,160.00 C. OpenBook Subscription (b) $1,250.00 $3,125.00
Subtotal (A - C) $333,400.00 $35,900.00 $43,860.00 $45,410.00 $47,285.00 D. Additional Services & Products
Migration from City Environment to Hosting
Environment inclusive of ADFS
$7,800.00
Development of a municipal fee calculator
(one-time fee; no ongoing fees) (c)
$42,000.00
Additional as -needed services $10,000.00
Subtotal (D) $0.00 $0.00 $7,800.00 $0.00 $52,000.00
Annual Total (Years 1-5) $333,400.00 $35,900.00 $51,660.00 $45,410.00 $99,285.00 Total (Years 1-5) $565,655.00
Description
Year 6
(8/26/19 to
8/25/20)
Year 7
(8/26/20 to
8/25/21)
Year 8
(8/26/21 to
8/25/22)
Year 9
(8/26/22 to
8/25/23)
Year 10
(8/26/23 to
8/25/24)
A1. Questica Software Maintenance &
Support Services(d)
$36,750.00 $37,485.00 $38,234.70 $38,999.39 $39,779.38 A2. Hosting (cloud) (d) $8,190.00 $8,353.80 $8,520.88 $8,691.30 $8,865.13 A3. Statistical Ledger(d) $483.00 $492.66 $502.51 $512.56 $522.81 Subtotal (A) $45,423.00 $46,331.46 $47,258.09 $48,203.25 $49,167.32 B. OpenBook Subscription $3,125.00 $3,125.00 $3,125.00 $3,125.00 $12,500.00 Annual Total (Years 6-10) $48,548.00 $49,456.46 $50,383.09 $51,328.25 $61,667.32 Additional Products & Services $50,000.00
Total (Years 6-10) $311,383.12

Amendment No. 3 to Agreement/Questica Page 4 of 11
Rev. 10/25/2019

Description
Year 11
(8/26/24 to
8/25/25)
Year 12
(8/26/25 to
8/25/26)
Year 13
(8/26/26 to
8/25/27)
Year 14
(8/26/27 to
8/25/28)
Year 15
(8/26/28 to
8/25/29)
A1. Maintenance and Support, OpenBook
and Care+ Premium (e)
$92,607.68 $88,857.68 $88,857.68 $88,857.68 $88,857.68 A2. Hosting (cloud) Included Included Included Included Included A3. Statistical Ledger Included Included Included Included Included Subtotal (A) $92,607.68 $88,857.68 $88,857.68 $88,857.68 $88,857.68 B. OpenBook Subscription Included Included Included Included Included Annual Total (Years 11-15) $92,607.68 $88,857.68 $88,857.68 $88,857.68 $88,857.68 Additional Products & Services $100,000.00
Total (Years 11-15) $548,038.40

NOT TO EXCEED MAXIMUM COMPENSATION (YEARS 1-15) $1,425,076.52

(a) See original Exhibit B for Year 1 price breakdown.
(b) Pursuant to Questica OpenBook Subscription Agreement, attached to Amendment No. 2 and incorporated into the Agreement as Amended.
(c) Pursuant to Questica Estimate ID#: Santa Clara-MuniFee -05032019, attached to Amendment No. 2 and incorporated into the Agreement as Amended t. (d) Pursuant to Questica Budget Maintenance and Support Agreement, attached to Amendment No. 2 and incorporated into the Agreement as Amended. (e) Pursuant to Questica Budget Maintenance and Support Agreement, attached and incorporated into this Amendment No. 3.

3. INVOICING
Contractor shall invoice the City annually for all applicable support and maintenance costs.

Amendment No. 3 to Agreement/Questica Page 5 of 11
Rev. 10/25/2019

QUESTICA BUDGET MAINTENANCE AND SUPPORT AGREEMENT
This MAINTENANCE AND SUPPORT AGREEMENT (the “Agreement”) is made this August 26th 2024 (the “Effective Date”) by and between QUESTICA SOFTWARE LTD., a corporation incorporated under the laws of the State of Delaware (“Questica”) and CITY OF SANTA CLARA including, without limitation, all its subdivisions, departments, and constituent entities within its legal scope and jurisdiction (collectively, the “Licensee”).

BACKGROUND
A. Questica and Licensee entered into a License and Services Agreement on August 26th 2019.

B. Questica is the exclusive provider of Maintenance and Support Services for the Questica Budget product solution.

C. The Licensee wishes to receive Maintenance and Support Services for the licensed products, pursuant to the terms of this Agreement for a period of FIVE (5) years.

D. Questica and the Licensee wish to add Questica Care+ Premium to the Maintenance, Support and Hosting Services. Care+ Premium services defined in Appendix B.

E. Questica and the Licensee agree to include unlimited licenses in the Operating, Capital and Personnel module (current license counts are Operating – 65, Capital – 45, Personnel – 40) F. Questica and the Licensee agree to complete the salary integration/synchronization as defined in Appendix C. Appendix C replaces all other references in the agreement related to the scope of services for salary integration/synchronization. This integration/synchronization will be completed by August 31, 2025 at no additional cost to the City.

2. PRODUCT MAINTENANCE, SUPPORT AND HOSTING. For the term of this Agreement, upon paying the Maintenance, Support and Hosting Fee as defined in Appendix A, Questica shall provide the Maintenance, Technical Support and Hosting services (the "Services") for the software as outlined in the License and Services Agreement, if the Licensee is not otherwise in breach of the provisions of the Agreement.

3. TERM. This Agreement is effective as of August 26th 2024 and shall continue through August 25th 2029 unless and until this Agreement is otherwise terminated.

Questica
A Euna Solutions Brand

Amendment No. 3 to Agreement/Questica Page 6 of 11
Rev. 10/25/2019
IN WITNESS WHEREOF the Parties have duly executed this Agreement.

QUESTICA SOFTWARE LTD.

Authorized
Signature:

Authorized
Name: Title:

Date:

LICENSEE
Authorized
Signature:

Authorized Name:

Title:

Date:

John Rowe, Senior Director of Sales and Expansion
06/13/2024
/ ---~~7-~-

Amendment No. 3 to Agreement/Questica Page 7 of 11
Rev. 10/25/2019
APPENDIX A – ANNUAL FEES

Year 1 $92,607.68 Maintenance and Support, OpenBook and Care+ Premium from August 26th, 2024 to August 25th, 2025 Year 2 $88,857.68 Maintenance and Support, OpenBook and Care+ Premium from August 26th, 2025 to August 25th, 2026 Year 3 $88,857.68 Maintenance and Support, OpenBook and Care+ Premium from August 26th, 2026 to August 25th, 2027 Year 4 $88,857.68 Maintenance and Support, OpenBook and Care+ Premium from August 26th, 2027 to August 25th, 2028 Year 5. $88,857.68 Maintenance and Support, OpenBook and Care+ Premium from August 26th, 2028 to August 25th, 2029

Payment Terms
Maintenance and Support fees are due in full in advance of the renewal period. Questica will issue a corresponding invoice a minimum 30 days prior to the renewal date.

Additional Services
Additional professional services can be purchased at Questica’s then current rate, which at the execution date of this Agreement is $250.00/hr.

Amendment No. 3 to Agreement/Questica Page 8 of 11
Rev. 10/25/2019
APPENDIX B – CARE+

EUN A
solutio n s
Budget.

CARE+
Supercharge
Your Budgeting
with Unparalleled
Expertise .

In addition to the technical support offered through
your Euna Budget solution, you'll get easy, consistent
access to the expertise and resources you need
without stress ing your budget - even if those needs
change. Find out how you can eliminate uncertainty
and boost your team's agility wit h Euna Budget's
service plan - CARE+.

SEE HOW THE PLANS STACK UP

ADMIN CHANGE PROTECTION

SYSTEM REVIEW

COHORT TRAINING

ANNUAL REFRESHER TRAINING

PERFORMANCE MEASURES CONSULT

CUSTOM JOB-AIDES

CUSTOMIZATION-UPGRADES

CUSTOMIZATION-REMOVALS

READ-ONLY SQL ACCESS (ROSA)

BLOCK OF SERVICE HOURS
BAS IC STANDARD PREM IUM **
0 0 0
0 0 0
0 0 0
0 0
0 0
0 0
0 0
0 5 15 20

Amendment No. 3 to Agreement/Questica Page 9 of 11
Rev. 10/25/2019

CARE+
A robust set of services
to meet every need.

ADMIN CHANGE PROTECTION *
In the event of unexpected staff churn, we will ensure your new team members understand the nuances of your Euna Budget implemen tation, including con fir ming that the Application Administ ration dashboard notes are complete and correct .

Scope of work and quote can be provided for a protracted engagement as an addit iona l fee. This may include , for example , runni ng the system on your behalf durin g a staff transition process.

SYSTEM REVIEW
Our cons ultant will review your Euna Budget system with your team and recommend where you can "grease the wheel s."
Recommended reviews could include system con figuration , addit ional (ad hoc) reports, documentation, traini ng, and/or enhanced procedures . A system review also includes quick fixes , discussions , and esti mati ons of concerted endeavors/programs.

COHORT TRAINING
Join other subscr ibed customers for a monthly trainin g session run by ou r Euna Budget insiders.

ANNUAL REFRESHER TRAINING
A seasone d trainer will use your own Euna Budget system to deli ver a refr esher session focused on the areas of the applica tion you specifica lly use. You w ill have one session in each major modu le per year, delivered as a Q&A or tutor ial.

PERFORMANCE MEASURES CONSULT
If you have the Perfo rmance Measures Module , but you aren't sure how to use it, we'll show you what it can do for your team and demonstra te how to use it across your organi zation.

CUSTOM JOB AIDS
Get printab le (PDF) job aids for end-users using your own vernac ular. These can be refres hed every two years or when an upgrade resu lts in significant UI change.

CUSTOMIZATIONS - UPGRADES
Close the source of unexpected cost s triggered by custo m work not covered by the standa rd maintenanc e contract in your Saas fee. Speak to your customer success manage r
about our General Terms and Information regarding
customiza tions.

CUSTOMIZATIONS - REMOVAL
New out-of-the-box features can often replace
customiza tions, but there is always some level of work involved to transition smoothly. We'll work with you to clean up you r product ion system, including movi ng data, updatin g repo rts, and confi gurin g the new feature .

READ-ONLY SQL ACCESS
Your IT team or accredited 3rd party vendo r gains direct to-database access to a private read- only copy of your product ion database synchroni zed in "near real-time ." Leverage this service to solve your comp lex reporting issues, get connec tivity for 3rd party tool s which do not have a RESTful API, and feel secure in having your ow n backup.

BLOCK OF SERVICE HOURS
A block of service hours can be used for any of our services, depending on the plan chosen . Note that the hours must be used within the year before they expire.
• Custom reporting
• Consulting
+ Customizations
• Training
• el earning courseware
Ready to explore how you can take advantage of frictionless access to all the expert services you need to drive success without unexpected costs?
Speak with your customer success manager to get started today! • You will have the option to use your pool of service hours for this consultation. ** All CARE+ service; reset each calendar year. For those entering the subscr iption at a delayed calendar date , the agreement will be pro.rate d in the first year of the subscription. ** Minimum 3-year subscr iption that can be aligned w ith t he eKlsting renewal. ** The Prem ium levi!I features are required for clients who manage a S250,000,000 or more annua l budget.

Contact your Customer Success Rep for deta ils.
** CARE+ is not avaWable for on-prem ises customers. solut ions

Amendment No. 3 to Agreement/Questica Page 10 of 11
Rev. 10/25/2019
APPENDIX C – SALARY INTEGRATION/SYNCHRONIZATION

Initial Data Load … Configuration and data import of standard Questica Personnel data structures, using data supplied by The Customer in Excel® workbooks provided by Questica. At a minimum, the files will contain the data necessary to:
• Create/Update positions;
• Create/Update salary grades and scales;
• Create/Update step groups;
• Create/Update job codes;
• Create/Update location codes;
• Create/Update salary grade steps;
• Create/Update employees;
• Allocate employees to positions;
• Allocate positions to costing centers.

For the purpose of the above, the definitions of positions, grades, grade steps, and employees shall be those found in the Questica Budget Personnel manual. The relationships between them shall be those currently supported by Questica Budget and described in the Questica Budget Operating Manual.

Import Positions &
Employees
Import from data import workbooks. In scope
Import Grades &
Scales
Import from data import workbooks. In scope
Create Benefits
(Modifiers)
Create “modifiers” to generate
supplementary 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
Integration …
Payroll Actuals
Import
Automated facility to transfer actual
payroll transactions at the
employee/position detail level from The
Customer’s HR or payroll system to the
Questica Budget Operating module;
automatically scheduled, and/or on
demand. This data may be used to
replace existing GL Actuals with payroll
detail or may be stored in a separate
In scope: Questica will
create no more than 1 point
of integration for the payroll
actuals.

Amendment No. 3 to Agreement/Questica Page 11 of 11
Rev. 10/25/2019
table. Notwithstanding other
communications between Questica and
The Customer to the contrary, standard
limitations of this integration include, but
are not limited to, the following points:
• Data in each integration point will either
replace 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.

HR Data Sync. Automated facility to synchronize
Personnel data between Questica
Budget and The Customer’s HR or
payroll system. This integration
synchronizes:
• New, deleted, and updated employees;
• New, deleted, and updated positions;
• Changes in employee-position
relationships;
• Changes in position-costing centre
relationships.

In scope: Questica will
create no more than one
integration for Employees,
one for Positions, and one
for Position Allocations.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-387 Agenda Date: 7/9/2024

REPORT TO COUNCIL AND STADIUM AUTHORITY BOARD

SUBJECT
City Council and Authorities Action Delegating Authority: to the City Manager for the City; the Executive Director for the Santa Clara Stadium Authority; the Contract Administrator for the Sports and Open Space Authority; and the Executive Director for the Housing Authority during the City Council recess from July 17, 2024 through August 19, 2024

BACKGROUND
The City Council is scheduled for an official recess from July 22, 2024 through August 16, 2024, during which time, no City Council/Santa Clara Stadium Authority/Sports and Open Spaces Authority/Housing Authority meetings will take place. The City Council is scheduled to meet on July 16, 2024 for their last meeting before the scheduled recess and will reconvene on August 20, 2024 for the Council and Authorities Concurrent meeting following the recess.

For prior years, the City Council has delegated authority to the City Manager/Executive Director/Contract Administrator or their designee through resolution (Attachment 1) to approve contracts and take other administrative actions as necessary during the Council recess on items vital to the function of the City.

The Delegation of Authority to the City Manager/Executive Director for Santa Clara Stadium Authority/Contract Administrator for Sports and Open Space Authority/Executive Director for Housing Authority will be from July 17, 2024 through August 19, 2024 which covers the City Council recess (7/22/24-8/16/24) until the City Council meets again following the recess. A report summarizing any actions taken by the City Manager/Executive Director/Contract Administrator will be presented to the City Council in September 2024.

DISCUSSION
The City’s Municipal Code Section 2.105.300 provides cases for emergency procurement by the City Manager where an emergency is defined as, “a situation where immediate action is required to preserve the public peace, health and safety and/or to avoid severe degradation of City property or a facility.” If contracts arise during the recess that were not previously anticipated, the City Manager will only act should they meet the above criteria.

The City Manager and City departments have reviewed items that will be crucial to execute during the recess, including but not limited to the following:
a. Accepting grants and donations on behalf of the City and approving associated budget amendments.
b. Approving grant applications.

City of Santa Clara Printed on 7/5/2024Page 1 of 3
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24-387 Agenda Date: 7/9/2024
c. Approving purchase agreements within existing budgetary appropriations. d. Approving amendments to agreements to ensure projects are not delayed and service is not interrupted.

Anticipated Agreements Approval During Recess
a. Approving to enter into an Aerial Easement Agreement with the Santa Clara Valley Water District (Valley Water) to allow Silicon Valley Power to install arial transmission lines over San Tomas Aquino Creek which is Valley Water owned real property. The easement area is approximately 9,118 square feet on APN parcel numbers 104-39-022 and 104-40-008. b. Approving to enter into Fiber Entry agreements.
c. Approving to enter into an agreement with Northern California Power Agency (NCPA) for a Satellite Office.

Beyond those listed above, there may be other items that require action by the City Manager or his designee during the Council recess. If such is the case, the City Manager will use the authority delegated to them by the City Council to take the necessary steps. This authority will be used only in cases where inaction would result in project delays, interruption of services and operations, adverse fiscal impact or in the event of an emergency. The goal of this delegation of authority is to ensure that the City of Santa Clara and public continues to receive uninterrupted services.

FISCAL IMPACT
The approval of Agreements, Amendments, Change Orders, and Award of Contracts is anticipated to be within the Council approved budget amounts for the projects.

COORDINATION
This report has been coordinated with all other departments as necessary.

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the
public information desk at any City of Santa Clara public library.

RECOMMENDATION
That the City Council/Stadium Authority Board/Sports and Open Space Authority/Housing Authority:

Adopt a Joint Resolution delegating authority to the City Manager for City/Executive Officer for Santa Clara Stadium Authority/Contract Administrator for Sports and Open Space Authority/Executive Director for Housing Authority to approve project related documents during the period from July 17, 2024 through August 19, 2024, and requiring the City Manager/Executive Director/Contract Administrator to submit a report on actions taken during the Council recess at a City Council/Stadium Authority/Sports and Open Space Authority/Housing Authority meeting in September 2024.

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24-387 Agenda Date: 7/9/2024
Reviewed by: Maria Le, Assistant to the City Manager, City Manager’s Office Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Resolution
City of Santa Clara Printed on 7/5/2024Page 3 of 3
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Resolution/*insert general purpose Page 1 of 2
Rev: 7/27/2023
RESOLUTION NO. _____

A JOINT RESOLUTION OF THE CITY OF SANTA CLARA,

CALIFORNIA, SANTA CLARA STADIUM AUTHORITY, SPORTS

AND OPEN SPACE AUTHORITY, AND HOUSING AUTHORITY
(“COUNCIL AND AUTHORITIES”) DELEGATING AUTHORITY TO

THE CITY MANAGER, EXECUTIVE DIRECTOR, AND CONTRACT

ADMINISTRATOR OR DESIGNEE TO EXECUTE CONTRACTS

ON BEHALF OF THE COUNCIL AND AUTHORITIES DURING
THE RECESS BETWEEN JULY 22, 2024 THROUGH AUGUST 16,
2024

WHEREAS, the City of Santa Clara's City Council, Santa Clara Stadium Authority, Sports and Open Space Authority, and Housing Authority ("Council and Authorities") have specific purchasing policies or ordinances, and all other agreements and actions not specifically delegated by the City Code or other formal action must be considered and approved by Council or Boards of the Authorities;
WHEREAS, the Council and Authorities do not have any meetings scheduled between July 22, 2024, and August 16, 2024;
WHEREAS, specific actions will be needed in order to ensure projects will stay on schedule and services will not interrupted.

NOW THEREFORE, BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:

1. That the City Manager, Executive Director, and Contract Administrator or designee is hereby authorized to consider, approve, and execute contracts and other administrative matters needed for the on-going operation of the City within existing budgetary appropriations during the scheduled recess between July 22, 2024, and August 16, 2024.

2. T hat the City Manager, Executive Director, and Contract Administrator shall provide a report to the City Council regarding the actions taken under this Resolution at a City Council Meeting in September 2024.

3. Effective date. This resolution shall become effective immediately.

I HEREBY CERTIFY THE FOREGOING TO BE A TRUE COPY OF A RESOLUTION PASSED Resolution/*insert general purpose Page 2 of 2
Rev: 7/27/2023

AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE 9th DAY OF JULY, 2024, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST: ______________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-442 Agenda Date: 7/9/2024

REPORT TO COUNCIL

SUBJECT
Action to Accept the FY 2024/25 and FY 2025/26 California Library Literacy Services (CLLS) English as a Second Language (ESL) Grant Awards for the Read Santa Clara Program and Approve the Related Budget Amendments

COUNCIL PILLAR
Enhance Community Engagement and Transparency

BACKGROUND
The California State Library, California Library Literacy Services (CLLS) received one-time state budget funding in FY 2021/22 for English as a Second Language (ESL) services, to be allocated over a five-year period to qualifying libraries in the State of California. The Santa Clara City Library Department’s Read Santa Clara program applied for this grant and was awarded a total of $55,500 in CLLS ESL Grant Award funds in FY 2022/23.

This funding allowed Read Santa Clara to hire an ESL Program Specialist and an ESL Program Assistant as temporary employees to provide ESL services for adults with the most critical needs.

Read Santa Clara's ESL instruction focuses on adult learners at beginning English language levels who are unable to benefit from large group ESL classes due to limited or no English language skills.

The program offers tutoring at the library for community members referred by Santa Clara Adult Education, and to diverse immigrants and refugees at beginning ESL levels. Small group ESL tutoring is also offered at two school sites, Scott Lane Elementary and Montague Elementary, for parents who often lack childcare or transportation to get to other ESL classes. With this funding, the Library Department was able to achieve the following:
· Served 71 adult learners since the inception of the program · Provided learners with 580 hours of instruction in English, with three small groups and 18 one- to-one pairs
· Worked with learners to set goals and track achievements. After making use of Library ESL services:
o 62% of learners were able to communicate with a doctor o 66% of learners could communicate better with their child’s teachers o 75% of learners were able to communicate better at work o 82% of learners were better able to navigate community systems and services o 83% of learners could communicate essential personal information in English

DISCUSSION
The California State Library awarded Santa Clara City Library additional grant funding of $61,618 for City of Santa Clara Printed on 7/5/2024Page 1 of 3
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24-442 Agenda Date: 7/9/2024
FY 2024/25 and $64,709 for FY 2025/26, for a total ESL grant award amount of $126,327 for the Read Santa Clara ESL program. The grants were awarded for the last two years of the ESL grant and are not anticipated to continue after FY 2025/26 due to funding reductions to CLLS. The grant funds will be used to fully offset costs for the salaries of two temporary employees, an ESL Program Specialist and an ESL Program Assistant, as well as instructional resources and other supplies for the ESL program.

The ESL grant requires that the grant awards be deposited in the City’s accounting system. The FY 2024/25 grant funds are required to be fully expended at the time of the submission of the CLLS Final Grant Report, anticipated to be due on September 30, 2025. The FY 2025/26 grant funds are required to be expended by June 30, 2026. Staff will monitor and evaluate any unexpended funds against budget and expenses to ensure requirements are met.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(b)(5) in that it is a governmental organizational or administrative activity that will not result in direct or indirect changes in the environment.

FISCAL IMPACT
Following the Board of Library Trustees’ consideration of this item on May 6, 2024, the total ESL grant awards of $126,327 is being brought forward to the City Council for final approval. The grant awards will offset operational costs for Read Santa Clara’s ESL Services including two as-needed positions and ESL instructional resources. Budget actions are recommended in the Library Operating Grant Trust Fund to appropriate the FY 2024/25 funding, including an increase to the Other Agencies Revenue estimate and the establishment of a grant appropriation for the acceptance of the $61,618 grant award. Staff will propose the FY 2025/26 grant appropriation of $64,709 in the next FY 2025/26 and FY 2026/27 Operating Budget Cycle.

Budget Amendment
FY 2024/25
Library Operating Grant Trust Fund Current Increase/
(Decrease)
Revised
Revenue Other Agencies Revenue $0 $61,618 $61,618
Expenditures ESL Tutoring Services 2024-
25 $0 $61,618 $61,618

COORDINATION
This report has been coordinated with the Finance Department and City Attorney’s Office.

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a City of Santa Clara Printed on 7/5/2024Page 2 of 3
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24-442 Agenda Date: 7/9/2024
Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION

1. Accept the total English as a Second Language (ESL) grant award of $126,327 ($61,618 for FY 2024/25 and $64,709 for FY 2025/26) for the Read Santa Clara program;

2. Approve the FY 2024/25 budget amendment in the Library Operating Grant Trust Fund to recognize $61,618 in grant revenue and establish a grant appropriation in the same amount for ESL Services as part of the Read Santa Clara program (five affirmative Council votes required to appropriate additional revenue).

Reviewed by: Michelle Templeton, Assistant to the City Manager Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. California State Library CLLS ESL Grant Award Letter FY 2024-25 and FY 2025-26 City of Santa Clara Printed on 7/5/2024Page 3 of 3
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OocuSign Envelope ID: 20E33C45-FAF4-4D04-A768-72C55BBD8DF0 26 January 2024
Patty Wong
Santa Clara City Library
2635 Homestead Road
Santa Clara, CA 95051
Dear Ms. Wong,

STATE LIBRARY
We're pleased to provide funds to support your English as a Second Language program and the important work you, your staff, and your volunteers do for your community through the California Library Literacy Services program.

In 2021-2022, the state budget included $15 million in one-time California Library Literacy Services funding for English as Second Language Services. These funds were to be allocated over a five-year period. This award letter provides a combined award covering Year Four and Year Five. Your total award is $126,327.

Your award for the 2024-2025 fiscal year beginning July l, 2024, is: $61,618.

Your award for the 2025-2026 fiscal year beginning July l, 2025, is: $64,709.

Year Four award funds must be spent between July l, 2024, and June 30, 2025, and must be fully expended by June 30, 2025.

Year Five award funds must be spent between July 1, 2025, and June 30, 2026, and must be fully expended by June 30, 2026.

All funds must be spent in accordance with your approved budgets included in this award packet. Additionally, all California Library Literacy Services English as a Second Language funds must be fully expended by June 30, 2026, in accordance with the timeframe dictated by the California State Legislature.

Please review the California Library Literacy Services Allowable and Unallowable Expenses guidelines to ensure that program expenditures are consistent with the California Library Literacy Services allowable expenses. If you have any questions about expenses or expending your award funds, please contact Allyson Jeffredo at 916-603- 6709 or [email protected].

To strengthen your program, we strongly encourage your program staff to develop and maintain community partners, attend regular regional library literacy network meetings, participate in your local Adult Education Consortium, and participate in library literacy Library- Courts Building
P.O. Box 942837
Sacramento, CA 94237-0001
916-323-9759
[email protected]
www.library.ca.gov
DocuSign Envelope ID: 20E33C45-FAF4-4O04-A768-72C55BBD8DF0

STATE LIBRARY
training opportunities offered by the regional networks and the State Library to meet the CLLS Mission, Values, and Program Essentials. Additional California Library Literacy Services resources can also be found on the California Library Literacy Services webpage.

Year Four and Year Five funding will be distributed in separate claim processes:
• The payment process for your Year Four funding begins when we receive your completed and signed budget modification form (if needed), claim form, certification form, and State Funded Grants Award Agreement and Certificate of Compliance (attached). All forms should be completed and signed through DocuSign to be processed for payment.
• The claim process for Year Five funding will begin after the successful completion of the 2024-2025 CLLS Mid-Year Report. Once the report is complete, the payment process for your Year Five funding will begin when we receive your completed and signed budget modification form (if needed), claim form, and certification form. All forms should be completed and signed through DocuSign to be processed for payment.

Our library literacy staff is available to assist you throughout the year. Please contact your Advisor Beverly Schwartzberg, [email protected], and your Grant Monitor Allyson Jeffredo, [email protected], with any questions.

Thank you for your willingness to do so much for those in your community. Best wishes for a successful year.

Respectfully yours,
Greg Lucas
California State Librarian
Cc: Beverly Schwartzberg, [email protected] Allyson Jeffredo, [email protected] .gov
State Fiscal Office, [email protected]
Shanti Bhaskaran, [email protected]
Mila Rianto, [email protected]
Enc: Re: ESL21-4-51: Claim form, certification form, and State Funded Grants Award Agreement and Certificate of Compliance
Library- Courts Building
P.O. Box 942837
Sacramento, CA 94237-0001
916-323-9759
[email protected]
www.library.ca.gov
DocuSign Envelope ID: 20E33C45-FAF4-4D04-A768-72C55BBD8DF0 Santa Clara City Library

THE BASICS - YOUR GRANT AWARD
The following provides basic information about your grant and managing your grant.

Award#: ESL21-4-51
Library: Santa Clara City Library
Total Award Amount: $126,327
APPROVED 2024-2025 ESL BUDGET
Salary and Benefits $61,039
Consultant Fees $ 0
Travel $ 0
Supplies & Materials $ 579
Equipment $ 0
Services $ 0
Subtotal $61,618
Indirect $ 0
Grant Total $61,618
APPROVED 2025-2026 ESL BUDGET
Salary and Benefits $64,081
Consultant Fees $ 0
Travel $ 0
Supplies & Materials $ 628
Equipment $ 0
Services $ 0
Subtotal $64,709
Indirect $ 0
Grant Total $64,709
Start Date: Upon execution
End Date: June 30, 2026
Please understand that it can take between eight to ten weeks following the receipt of an error free claim form before grant funds are delivered. If you have not received your payment after eight weeks, please contact your grant monitor.

CONTACT
We want your project to be successful. Please work with the program staff listed below to implement your project:

Literacy & Grant Analyst: Allyson Jeffredo
Phone Number: (916 l 603-6709
Email Address: allvson [email protected] .aov
Library Proqrams Consultant: Beverly Schwartzberq
Phone Number: (916) 701-6880
Email Address: [email protected]
DocuSign Envelope ID: 20E33C45-FAF4-4O04-A768-72C55BBDBDF0 Santa Clara City Library

CERTIFICATION
I hereby certify under penalty of perjury: that I am the duly authorized representative of the claimant herein; that the claim is in all respects true, correct and in accordance with law and the terms of the agreement; and that payment has not previously been received for the amount claimed herein.

The claims the indicated allowance for the purposes of carrying out the functions stated in its CLLS application and in Sections 18880-18883 of the California Education Code.
2635 Homestead Road, Santa Clara, CA 95051

SIGNED DATE
tative
Jovan Grogan , City Manager
Typed/Printed Name and Title of Authorized Representative [email protected]
Email address of authorized representative
APPROVED AS TO FORM:

SANTA CLARA CITY ATTORNEY'S OFFICE
4bJ~
DocuSign Envelope ID: 20E33C45-FAF4-4D04-A768-72C55BBD8DF0 Santa Clara City Library
PROJECT INFORMATION:

Invoice#: ESL21-4-51
Project Title: English as a Second Language Services
Grantee: Santa Clara City Library
Funding Start Date: July 1, 2024
Term Completion: June 30, 2026
DocuSign Envelope ID: 20E33C45-FAF4-4D04-A768-72C55B8D8DF0 Santa Clara City Library
Total Award: $126,327
PAYMENT SCHEDULE:

Libraries may claim their 2024-2025 English as a Second Language Services award upon receipt of the award letter. The 2025-2026 English as a Second Language Services award will be claimed after the successful completion of the 2024-2025 CLLS Mid-Year Report.

Note: Libraries have until the submission date of the 2024-2025 CLLS Final Report to fully spend their 2024-2025 English as a Second Language Services award funds beginning July l, 2024, in which funds are awarded.

Libraries have until June 30, 2026, to fully expend all 2025-2026 English as a Second Language Services award funds beginning July l, 2025, in which the funds are awarded.

English as a Second Language
Services Award
Initial Payment $61,618
Final Payment $64,709
Total: $126,327
REPORTING:

Libraries will be required to submit a mid-year financial and narrative report and a final report for their 2024-2025 English as a Second Language Services award funds and 2025-2026 English as a Second Language Services award funds.

Reminder emails will be sent out beginning six weeks before the required report is due.

All required reporting materials will be located on the California State Library's website. The reporting schedule is detailed below.

Report Due Date
2024-2025 CLLS Mid-Year Report Due January 31, 2025
2024-2025 CLLS Final Report Due September 30, 2025
2025-2026 CLLS Mid-Year Report Due January 31, 2026
2025-2026 CLLS Final Report Due September 30, 2026
Note: A budget modification form will be required for .Qll budget changes regardless of amount. Modification forms may be submitted throughout the year but no later than May 31st.

I
I .

DocuSign Envelope ID: 20E33C45-FAF4-4O04-A768-72C55BBD8DF0

STATE LIBRARY

STATE FUNDED GRANTS

AWARD AGREEMENT AND

CERTIFICATE OF COMPLIANCE
DocuSign Envelope ID: 20E33C45-FAF4-4D04-A768-72C5588D8DF0

STATE LIB
Santa Clara City Library
English as a Second Language Services
2024-2026 ESL2 l -4-5 l
Pagel of 30
RY

TABLE OF CONTENTS
PROJECT SUMMARY ........................................................................................................ 2 PROCEDURES and REQUIREMENTS ................................................................................ 3 A. Term of the Agreement .......................................................................................... 3 B. Scope of Work .......................................................................................................... 3 C. Budget Detail .......................................................................................................... 3 D. Narrative and Financial Reports ........................................................................... 4 E. Claim Form and Payment ...................................................................................... 5 EXHIBIT A: TERMS and CONDITIONS ............................................................................... 7 EXHIBIT B: CERTIFICATION of COMPLIANCE FORM .................................................... 22 EXHIBIT C: CALIFORNIA LIBRARY LITERACY SERVICES PROGRAM GUIDELINES ....... 26 EXHIBIT D: STATE REIMBURSABLE TRAVEL EXPENSES .................................................... 29 DocuSign Envelope ID: 20E33C45-FAF4-4D04-A768-72C55BBD8DF0 Santa Clara City Library
English as a Second Language Services
2024-2026 ESL2 l -4-51

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City Council and Authorities ConcurrentJuly 9, 2024

City Council and Authorities Concurrent
July 9, 2024