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.
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. 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.
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 26th 2024 and shall continue through August 25th 2029 unless and until this Agreement is otherwise terminated.
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
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+
Amendment No. 3 to Agreement/Questica Page 9 of 11
Rev. 10/25/2019
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.