Cities Index.
Agreement with Questica, Inc.

City Council and Authorities Concurrent
July 9, 2024

Document
Agreement with Questica, Inc.
Meeting
July 9, 2024
Body
City Council and Authorities Concurrent
Pages
8
Original file
6.9 MB
Text extracted from the city's file for reading and search. Open the original on santaclara.legistar1.com. That file is the official record.

Benefits
Salarv 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 Allowance 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 =l, 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 Position 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* FICA 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 Event
I Day 8/26 Notice to nroceed (Conn·act Siiwin11)
Week 1 912 - 9/5 Project Kickoff
4 Days Installation at Questica
Week2 9/9 - 9/12 Requirements. Integration design and Global data 4 days imnorted
Week3 Global and Operating Customizations documented.
5 Days 9/15- 9119 Operating Data to Questica
Customizations begin
Week4 9122 - 9/26 Salaries & Benefits
5 Davs Project Team Training
Wcek5 Global and Operating Customizations Complete
5 Days 9/29- 10/3 Operating Data Impo1t signed off.

Begin Operating integrations/customizations
Week6 10/6 - 10/10 Week 5 Continued 5 Davs
Week 7 Salaries & Custom Entities Complete
10/13 - 10/17 Salaries Data Import Complete 4 Days Salaiies Integration & customizations start Week8 10/20 - 10/24 Week 7 continued 5 Days
Milestone.I- Salari_es Da,til lmportCoffij,Iete _ .

Week9 10/27 - 10/31 OperatiJ1g Integration and Custo:mization Complete. 5 Days Operating Reports stai1
Week 10 11/3 - 11/7 Salaries Integration, Reporting 5 Days Week 11 11/17-11/21 Salaries Integration, Reporting 4 Days Week 12 11/24- 11/28 Salaries Integration, Reporting 3 Days Week 13 12/1- 12/5 Salaries Integration & Customization Complete 5 Days Stait Salaries Re"orts
·•· • ·.
.· . ·.

Week 14 Custom Salaries Integrations Complete.
5 Days 12/8 - 12/12 End User Training
Deploy to Santa Clara
Week 15 12/15 - 12/19 Global, Operating & Salaiies UAT
5 Days End User Training .

Milestone 2 -
Week 16 12/22 - 12/26 Global, Operating & Salaries UAT
4 Days Rep01ts Complete,
Week 17 1/2/2014 Global, Operating & Salaries UAT Complete 4Days Week 18 1/5 - 1/9 Go-Live 5 Days
... .

Milestone 3- Go L_iVt. Operating &-Salaries
120Days 1/12 - Post Production Suppo1t
Remaining Development -
- Reports
- PeopleSoft Export
-CIP
- Revenue
.. . .

Milestone 4:.., Go-Live Capita,I & ·Revenue
60 Days Post Production Support, Project Wrapup
~ ~
Milestone :S- Final Acceptance
Resource
Name I Location
Questica PM+ CSC team.

OnSite - Visit l
Queslica PM+ CSC team.

Remote
Questica PM+ CSC team.

Remote
Questica PM+ CSC team.

Onsite - Visit 2
Qucstica PM+ CSC team.

Remote
Questica PM+ CSC team.

Remote
Qnestica PM+ CSC team.

Remote
Q_uestica PM+ CSC team.

Remote
Q_uestica PM+ CSC team.

Remote
Questica PM+ CSC team,
Remote
Questica PM+ CSC team.

Remote
Questica PM+ CSC team
Remote
Questica PM+ CSC team.

Remote
.

Questica PM+ CSC team.

Onsite - Visit 3
Questica PM+ CSC team.

Remote
.·
·. .

Questica PM+ CSC team,
Remote
Questica PM+ CSC team,
Remote
Questica PM+ CSC team.

OnSite - Visit 4 .
·.• >
.
.

Questica PM+ CSC team,
Remote
. .
.
· .. ·
.
50% License Costs
25%.'Servlces
Retentiqn.

M.inilgeinent· ':
50% license Costs
30% Services
Rietentlon
I .
3Q¾S~r.ilcEi.S ·-.

R·etention · ·.
. I •
. ..
fs¼Ser>Jices
.··
-Reteti):i'Ori 1 · .
• .

Retention ' .. · . . >.

Totals
Reporting NTE
Customizations NTE
Optional Items
Total Year 1
•··
.

Fee Schedule
License Services Maintenance
55,000.00 .
31,250,00·I -
'
(6-,250,00)
25,000.00
. ... ·.
s:s,000.00· . . ··.
.. 37,500,00.
(7;500:00)
. 30,000":00
·.·. 3?,~Qo:Qo
·. .· .. (7,500.00) I -
30,000.00"
11•. · .•
··. {~;750.00, . . · ...
•·· ·•· · 3;1so,oo
22,500.00
·. · ... •.
. 11,soo:oo
110,000.00 125,000.00
.
.
.
.
. ·.
7,200
..
· .
.
·.··
... ·· .
.
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
License Cost
- Software Framework
- 50 OpenitfugUsers
- 50 Capiml Users
- 50 Salaries Users
cALloeationsModule
- Unlimited Read-only
2 Professional Services
3 Annual Maint1:;nance
4 Discount
5 Y liar l - Server Management
6 License Costs
- 10 Performance Measurements Module users
7 Professional Services - Perfm;mance
Measurements
8 Annual Maintenance - Performance
Measurements
9 Cµstomiz;ations - Tree, Cbartfields, Validation
10 Custom Reporting
lstYe;u:Cost
11 Year 2 onwards Annual Server Management
12 Annuii:lProduct Maintenance Year 2 onward$
TotalY ear :2 9nwards
125,000
28,750
-43,750
7,200
15,000 Optional
15,000 Optional
3,450 Optional
:3.Q,QOO Notto Exceed
27,750 NottoExceed
7,200
32,200
3!>,4P0
Professional Services hourly rates guaranteed for 24 months after contract signing.

Onsite hourly rate- $200
Remote hourly rate $185
~ Ouest1ca ..jp 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.

EXHIBITD

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 Contractor 1 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 convicted 2 of a crime punishable as a felony involving dishonesty3; c. Is convicted of an offense involving dishonesty or is convicted of fraud or a criminal offense in connection with: (I) 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 of a so1e 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 ofa 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.

B. 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 capability 4 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. Inc./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 SANTA 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 I.

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.

By:

Signature of Authorized Person or Representative
Name: T.J. Parass
Title: President

NOTARY'S ACKNOWLEDGMENT TO BE ATTACHED
Please execute 1he 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 saw 'e Affidavit of Compliance with Ethical Standards executed by T.J. Parass, who is Jfown to me personally. '-~~--1/ f~
SHAl'fNON L. MURPHY
NOTf,RY PUBLIC
l
V

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