Thousand Oaks City Council
July 2, 2024

FIN: 340:70\rr\H:\COMMON\Council\Administration\2024\Budget Management Software Agreement Attach 1

Project Name: Budget & Financial Management Software

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF THOUSAND OAKS
AND

QUESTICA, LTD
THIS AGREEMENT is made and entered into this 2nd day of July, 2024, by and between CITY OF THOUSAND OAKS, a municipal corporation ("City"), and Questica, Ltd. (Consultant").

City and Consultant agree as follows:

1. RETENTION OF CONSULTANT
City hereby retains Consultant, and Consultant hereby accepts such engagement, to perform the services described in Section 2. Consultant warrants it has the qualifications, experience, and facilities to properly and timely perform said services.

2. DESCRIPTION OF SERVICES
The services to be performed by Consultant are generally as follows:

Professional services in conjunction with the installation and configuration of a budget and financial management software, training, certain deliverables, and the maintenance and upkeep of the software system, as more particularly set forth in the Scope of Work, attached as Exhibit “A,” which is incorporated herein (the “Services”).

3. COMPENSATION AND PAYMENT
(a) Maximum and Rate. Except for authorized extra services (pursuant to Section 3(d) ), the total compensation payable to Consultant by City for the services under this Agreement SHALL NOT EXCEED the sum of $236 ,850 (herein "not to exceed amount"), and shall be earned as the work progresses. (b) Rate. Consultant shall be paid in fixed sums according to the schedule set forth in Consultant's Schedule of Fees, marked as Exhibit "B," attached and incorporated herein. The rates and expenses set forth in that exhibit shall be binding upon Consultant until June 30, 2029. Any changes to the rates after June 30, 2029, will be limited to a 5% increase of the prior year rate and the Consultant must notify the City at least 60 days in advance of implementing a rate change. (c) Payment. Consultant shall provide City with written verification of the actual compensation earned, which written verification shall be in a form satisfactory to City's Project Manager. Invoices shall be made no more frequently than on a monthly basis, and describe the work performed (including, if applicable, a list of hours worked by personnel classification). All payments shall be made within 30 days after City’s approval of the invoice.

ATTACHMENT #1
FIN: 340:70\rr\H:\COMMON\Council\Administration\2024\Budget Management Software Agreement Attach 1

(d) Extra Services. Additional work not reasonably encompassed by the Scope of Services described in Section 2 may be agreed upon only by execution of a written Amendment to this Agreement. No liability or right to compensation for extra services shall exist without such Amendment. Unless otherwise stated in the Amendment, applicable rates for extra services shall be at the rates set forth in Exhibit “B.”

4. CITY PROJECT MANAGER
The services to be performed by Consultant shall be accomplished under the general direction of, and coordinate with, City's "Project Manager", as that staff person is designated by City from time to time, and who presently is Ryan Roman, Budget Officer.

5. TERM, PRO GRESS AND COMPLETION
The term of this Agreement is from the date first written above to June 30, 2029, unless term of this Agreement is extended or the Agreement is terminated as provided for herein.

City M
anager or his or her designee shall have the authority to extend the term of this Agreement in writing no more than two (2) separate times, for a period of one (1) year each. Extensions of time shall be memorialized by execution of a written amendment.

Consultant shall not commence work on the services to be performed under the Agreement until (i) Consultant furnishes proof of insurance as required by paragraph 9 below, and (ii) City gives written authorization to proceed with the work provided by City’s Project Manager.

6. OWNERSHIP OF DOCUMENTS
All intel
lectual property rights in and to the Deliverables except for any Confidential Information of Customer shall be owned by Consultant. Consultant hereby grants City a license to use all intellectual property rights in the Deliverables free of additional charge and on a non- exclusive, worldwide, non- transferable, non-sublicensable, fully paid- up, royalty-free and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services. For the purposes of this Agreement, “Deliverable” means all documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Consultant in the course of performing the Services. City shall own rights to any printed materials such as reports and documents.

7. PERSONAL SERVICES/NO ASSIGNMENT/SUBCONTRACTS
This Agreement is for professional services, which are personal to City. Jeff Belgrave, Account Manager, is deemed to be especially experienced and is a key member of Consultant's firm, and shall be directly involved in performing, supervising or assisting in the performance of this work. This key person shall communicate with, and periodically report to, Cit y on the progress of the work. Should any such individual be FIN: 340:70\rr\H:\COMMON\Council\Administration\2024\Budget Management Software Agreement Attach 1

removed from assisting in this contracted work for any reason, City may terminate this Agreement.

This Agreement is not assignable by Consultant without City's prior written consent.

No part of the work described in this Agreement may be subcontracted out to other parties.

8. HOLD HARMLESS AND INDEMNITY
(a) Hold Harmless for Consultant's Damages. Consultant holds City, its elected officials, officers, agents, employees and volunteers, harmless from all of Consultant's claims, demands, lawsuits, judgments, damages, losses, injuries or liability to Consultant, to Consultant's employees, to Consultant’s contractors or subcontractors, or to the owners of Consultant's firm, which damages, losses, injuries or liability occur during the work or services required under this Agreement, or performance of any activity or work required under this Agreement.
(b) Defense and Indemnity of Third-Party Claims/Liability.

Consultant shall
indemnify, defend with legal counsel approved by City, and hold harmless City and its agents, officers, officials and employees (“City Parties”) from and against any and all losses, damages, liabilities, costs, including reasonable attorneys’ fees (”Losses”) incurred by City Parties resulting from any third-party claim, suit, action or proceeding (”Third Party Claim”) that the Services or any use of thereof in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights or for any Third Party Claim based on Consultant’s negligence, gross negligence, willful misconduct or violation of applicable law. Should conflict of interest principles preclude a single legal counsel from representing both City and Consultant, or should City otherwise find Consultant’s legal counsel unacceptable, then Consultant shall reimburse City its costs of defense, including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation. The Consultant shall promptly pay City any final judgment rendered against City (and its officers, officials, employees and volunteers) with respect to claims determined by a trier of fact to have been the result of Consultant’s negligent, reckless or wrongful performance. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination of this Agreement. If such a claim for infringement or misappropriation is made or appears possible, City agrees to permit Consultant, at Consultant’s sole discretion, to (i) modify or replace the Services with a substantially similar product or service to make it non-infringing or (ii) obtain the right for City to continue using it. If Consultant determines that neither alternative is reasonably available, either party may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to the other party and refund the prorated portion of Fees paid by City for any period of time during which City was unable to use the Services because of such infringement. Such action(s) shall not relieve Consultant from their indemnity obligations.
(c) This Section will not apply to the extent that the alleged infringement or misappropriation arises from: (a) use of the Services not in accordance with this Agreement, (b) failure of City to implement any replacements, corrections or modifications made available by Consultant for the Services, (c) use of the Services in combination with data, software, hardware, FIN: 340:70\rr\H:\COMMON\Council\Administration\2024\Budget Management Software Agreement Attach 1

equipm
ent, or technology not provided by Consultant or authorized by Consultant in writing, (d) modification to the Services not made by Consultant; provided, that no such infringement or misappropriation would have occurred without such modification and provided, further that any such modification made by or for Consultant at City’s request shall not be excluded from Consultant’s indemnification obligations hereunder unless such alteration or modification has been made pursuant to City ’s written specifications prepared independently of and without any material contribution by Consultant or (e) City Data;
(d) Procedure. The obligations in this Section are conditioned on the party seeking indemnification (the “Indemnitee”): (a) notifying the other party (the “Indemnitor”) promptly in writing of such claim or action; (b) giving Indemnitor sole control of the defense thereof and any related settlement negotiations; and (c) cooperating with Indemnitor and, at Indemnitor’s request and expense, assisting in such defense; provided, that Indemnitee shall have the right to participate in the process of approving counsel for such defense, such approval not to be unreasonably withheld, conditioned or delayed, and settlement of any such claim or action shall be made only if the Indemnitee is fully and completely released from any liability arising from any such claim or action. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

(e) N
onwaiver. City does not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under this section because of the acceptance by City, or the deposit with City, of any insurance certificates or policies described in Section 9.

9. MINIMUM SCO PE AND LIMIT OF INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide, and maintain at its own expense during the term of this Agreement, and any extension thereof, policies of insurance of the type and amounts described below and in a form that is satisfactory to City, as set forth in Consultant’s certificate of insurance which shall be provided annually and upon request by City.

C
onsultant shall maintain coverage at least as broad as the following, unless City Risk Manager approves a deviation in writing in advance:
(a).

Commercial General Liability (CGL): Consultant shall, at Consultant's sole cost and expense and throughout the term of this Agreement, and any extensions thereof, carry General Liability insurance coverage at least as broad as Insurance Services form CG 00 01 in an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate for bodily injury, personal and advertising injury and property damage, including without limitation, blanket contractual liability. (b).

Automobile Liability: Consultant shall, at Consultant's sole cost and expense and throughout the term of this Agreement, and any extensions thereof, carry Automobile Liability insurance coverage at least as broad as Insurance Services form CA 00 01 or the exact equivalent covering bodily injury and property damage for all activities of Consultant arising out of or in connection with the work to be performed under this Agreement, FIN: 340:70\rr\H:\COMMON\Council\Administration\2024\Budget Management Software Agreement Attach 1

inc
luding coverage of any owned, hired, non-owned, or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
(c). W
orker’s Compensation: Consultant shall, at Consultant's sole cost and expense and throughout the term of this Agreement, and any extensions thereof, carry workers’ compensation statutory benefits as required by law with employer’s liability limits no less than $1,000,000 per accident for bodily injury or disease. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its elected officials, officers, agents, employees and volunteers for all work performed by Consultant, its employees, agents and subcontractors. (d).

Professional Errors and Omissions Insurance: Consultant shall, at Consultant’s sole cost and expense throughout the term of this Agreement, and any extensions thereof, carry professional errors and omissions coverage of no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate, with tail coverage for an extended reporting period of three (3) years.
(e).

Cyber Liability Insurance: Cyber liability insurance coverage with a minimum limit of $1,000,000 per occurrence. The insurance policy shall include coverage for data breaches, cyber incidents, cyber terrorism, legal liabilities, and regulatory fines.

If
Consultant maintains higher limits than the minimum shown above, City requires and shall be entitled to coverage for the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

Ot
her Insurance Provisions
Cons
ultant shall maintain the following policy provisions unless a deviation has been approved by City’s Risk Manager in writing in advance:

Additional Insured Status
City, its elected officials, officers, agents, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10 10 01 and CG 20 37 10 01 if a later edition is used). The provision shall also apply to any excess liability policies. In addition, Consultant shall ensure that the automobile liability policy contains a provision covering City as an additional insured, and shall obtain an endorsement to that effect if it does not.

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Excess Insurance
The li
mits of insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess insurance. Umbrella or excess policies shall provide coverage at least as broad as specified for underlying coverages and covering those insured in the underlying policies. Coverage shall be “pay on behalf” with defense costs payable in addition to policy limits. There shall be no cross-liability exclusion of claims or suits by one insured against the other. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and no-contributory basis for the benefit of City as required in written contract or agreement before City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

City’s Rights of Enforcement
In the ev
ent any policy of insurance required under this Agreement does not comply with these specifications or is cancelled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant, or City will withhold amounts sufficient to pay premium from Consultant’s payments. In the alternative, City may cancel this Agreement.

City’s Right to Revise Specifications
Ci
ty reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation.

Primary and Non-Contributory Coverage
For any claims related to this Agreement, Consultant's insurance coverage shall be primary insurance as respects City, its elected officials, officers, agents, employees and volunteers. Any insurance or self -insurance maintained by City, its officers, officials, employees or volunteers shall be excess of Consultant's insurance and shall not contribute with it and shall be at least as broad as CG 20 01 04 13.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to City.

Deductibles and Se lf-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by City. City may require Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

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Acceptability of Insurers
All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with a current A.M. Best’s rating of no less than A:VII, (unless otherwise acceptable to City).

Waiver of Subrogation
Al
l insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected officials, officers, agents, employees or volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications - to waive their right of recovery prior to a loss. Consultant hereby waives his own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors. Copies of these waivers shall be submitted to City prior to commencement of work.

Claims Made Policies
If any of the
required policies provided coverage on a claims-made basis:
(a).

The Retroactive Date must be shown and must be before the date of the Agreement or the beginning of contract work.
(b). Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the work required under this Agreement.
(c). If coverage is canceled or non-renewed, and not replaced with another claims- made policy form with a Retroactive Date prior to the Agreement effective date, Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of Agreement work.

Verification of Cov
erage
Consultant shall provide City with copies of certificates (on City certificate form or an Accord form as modified per City direction) for all policies, with the appropriate named additional insured coverage and an endorsement that they are not subject to cancellation without 30 days prior written notice to City. All certificates and endorsements are to be received and approved by City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

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Subcontractors
Cons
ultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13.

10. RELATION OF THE PARTIES
a. Cons
ultant is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees, agents, or volunteers shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. b. No em
ployee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder.

11. CORRECTIONS
In addition to the above indemnification obligations, Consultant shall correct, at its expense, all errors in the work that may be disclosed during City's review of Consultant's report or plans. Should Consultant fail to make such correction in a reasonably timely manner, such correction shall be made by City, and the cost thereof shall be charged to Consultant or withheld from any funds due to Consultant hereunder.

12. TERMINATION BY

CITY FOR PROFESSIONAL SERVICES ONLY
City may terminate without cause any or all of the services agreed to be performed under this Agreement upon 30 calendar days’ written notice. If termination is for cause, no advance notice need be given. In the event of termination, Consultant shall have the right and obligation to immediately assemble work in progress for the purpose of closing out the job. All compensation for actual work performed and charges outstanding at the time of termination shall be payable by City to Consultant within 30 days following submission of a final statement by Consultant unless termination is for cause. In such event, Consultant shall be compensated only to the extent required by law. Termination with respect to user subscriptions shall be governed by Consultant’s EULA.

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13. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASE
The acc
eptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished, or relating to Consultant's work or services.

Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within 10 calendar days of the receipt of that check.

However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, subcontractors, agents and consultants for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of suc h responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors, agents and consultants.

14. AUDIT OF RECORDS
Consultant shall maintain, in accordance with generally accepted accounting principles, complete and accurate records of all activities and operations relating to this Agreement. Records, including but not limited to, timecards, employment records, work progress reports, reimbursements, invoices, project records, proprietary data and information, as well as licensed software and any electronic records shall be kept for a period of four years beyond the termination of this Agreement. Consultant agrees that City, or its authorized representative, shall have the right to examine, audit, excerpt, copy or transcribe any of the records pertaining to the billing for Services under this Agreement at any time during normal business hours. Consultant shall reimburse City for all reasonable costs of the audit, including travel time and auditor costs, should such audit reveal an overcharge of five (5) percent or more. Any overcharge will be considered a breach of this Agreement and could be cause for termination. The obligations of this section shall be explicitly included in any subcontracts or other agreements entered into by Consultant with respect to this Agreement.

15. WAIVER; REMEDIES CUMULATIVE
Fail
ure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such party's right to demand strict compliance by such other party in the future. No waiver by a party of a default or breach of the other party shall be effective or binding upon such party unless made in writing by such party, and no such waiver shall be implied from any omissions by a party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a party under this Agreement, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.

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16. CONFLICT OF INTEREST
C
onsultant is unaware of any City employee or official that has a financial interest in Consultant's business. During the term of this Agreement and/or as a result of being awarded this Agreement, Consultant shall not offer, encourage or accept any financial interest in Consultant's business by any City employee or official.

17. CONSTRUCTION OF LANGUAGE OF AGREEMENT
The provisions of this Agreement shall be construed as a whole according to its common meaning of purpose of providing a public benefit and not strictly for or against any party. It shall be construed consistent with the provisions hereof, in order to achieve the objectives and purposes of the parties. Wherever required by the context, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine or neutral genders or vice versa.

18. MITIGATION OF DAMAGES
In all situations arising out of this Agreement, the parties shall attempt to avoid and minimize the damages resulting from the conduct of the other party.

19. GOVERNING LAW
This Agreement, and the rights and obligations of the parties, shall be governed and interpreted in accordance with the laws of the State of California. Should litigation occur, venue shall be in Superior Court of Ventura County.

20. T AXPAYER IDENTIFICATION NUMBER
Consultant shall provide City with a complete Request for Taxpayer Identification Number and Certification, Form W -9, as most recently issued by the Internal Revenue Service.

21. NO N- APPROPRIATION OF FUNDS
In the event City is not granted an appropriation of funds at any time during the Term and the non–appropriation did not result from an act or omission by City, City shall have the right to terminate this Agreement on the last day of the fiscal period for which appropriations were received without penalty or expense to City, except as to the portion of the payments for which fund shall have been appropriated and budgeted. At least ninety (90) days prior to the end of City’s fiscal period, City shall certify in writing that (a) funds have not been appropriated for the next fiscal period, (b) such non- appropriation did not result from any act or failure to act by City ; and (c) City has exhausted all funds legally available to pay CONSULTANT.

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22. MODIFICATION/AMENDMENT OF AGREEMENT
An
y amendment, modification, or variation of the terms or tasks of this Agreement shall be in writing and shall be effective only upon the mutual written approval of the City and Consultant.

23. USE OF THE TERM “CITY”
R
eference to “City” in this Agreement includes the City Manager or any authorized representative acting on behalf of City.

24. PERMITS AND LICENSES
C
onsultant, at its sole expense, shall obtain and maintain during the term of this Agreement all appropriate permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement.

25. CAPTIONS
The captions or headings in this Agreement are for convenience only and in no other way define, limit or describe the scope or intent of any provision or section of the Agreement.

26. A

UTHORIZATION
Each party has expressly authorized the execution of this Agreement on its behalf and binds said party and its respective administrators, officers, directors, shareholders, divisions, subsidiaries, agents, employees, successors, assigns, principals, partners, joint venturers, insurance carriers and any others who may claim through it to this Agreement.

27. ENTIRE AGREEMENT BETWEEN PARTIES
E
xcept for Consultant's proposals and submitted representations for obtaining this Agreement and Consultant’s Software as a Service (SaaS) Agreement, attached hereto as Exhibit D, this Agreement supersedes any other agreements, either oral or in writing, between the parties hereto with respect to the rendering of services and contains all of the covenants and agreements between the parties with respect to said services. In the event of a conflict between the SaaS and this Agreement, the terms of this Agreement shall govern.

28. PARTIAL INVALIDITY
If any pr
ovision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

29. NOTICES
An
y notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows:

TO CI
TY: Attention: Ryan Roman
City of Thousand Oaks - Finance Department
2100 Thousand Oaks Boulevard
Thousand Oaks, CA 91362
T
O CONSULTANT: Attention: Legal Counsel
Questica, Ltd.
363 W. Erie St., Floor 7
Chicago, IL 60654
[email protected]

30. SIGNATURES
(
a) Counterparts. This Agreement may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument.
(b) Scanned Signatures. In the event that any signature is delivered by facsimile transmission or submitted electronically as a scanned image (i.e. files with .pdf, .tiff or .jpeg extensions), such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or scanned signature page were an original thereof. (c) Digital/Electronic Signatures. This Agreement may be executed through the use of digital or electronic signatures provided they meet the requirements of the Electronic Signatures in Global and National Commerce (ESIGN) Act and the California Uniform Electronic Transactions Act (UETA) and are produced using a City -approved method. The presence of an electronic signature on this document shall be construed as the parties’ consent to do business electronically.

31. LEVINE ACT COMPLIANCE
California Government Code section 84308 (Levine Act) prohibits any Thousand Oaks City Council member from participating in any action related to a contract, agreement, or franchise agreement if the councilmember receives a campaign contribution totaling more than $250 (aggregated) from the party to the contract, agreement, or franchise agreement, an agent of the party, or any financially interested participant who actively supports or opposes the matter within the previous twelve (12) months. Councilmembers must also disclose any eligible campaign contribution received on the record of the proceeding.

Councilmembers are also prohibited from soliciting, accepting or directing campaign contributions totaling more than $250 (aggregated) from the applicant or party , an agent of FIN: 340:70\rr\H:\COMMON\Council\Administration\2024\Budget Management Software Agreement Attach 1

FIN: 340:70\rr\H:\COMMON\Council\Administration\2024\Budget Management Software Agreement Attach 1

the applicant/party, or any financially interested participant who actively supports or opposes the matter within the previous twelve (12) months, and for twelve (12) months following the date a final decision on the contract/agreement is made.

The Levine Act also required parties to a contract, agreement, or franchise agreement to disclose any campaign contribution over $250 (aggregated) within the preceding twelve (12) months by the party to the agreement, contract, or franchise agreement. The Levine Act does not apply to competitively bid, labor, or personal employment contracts.

In order to assure compliance with these requirements, Consultant has provided the di
sclosure requirements identified in the Levine Act Disclosure Form, attached as Exhibit C, incorporated herein by reference, and Consultant verifies by its signature that it has completed Exhibit C in compliance of these requirements.

Consultant shall also be responsible for understanding and complying with requirements of Government Code section 84308, which prohibits parties to a contract/agreement, as well as their agents and representatives, from contributing more than $250 (aggregated) to a City Council member of the City of Thousand Oaks for the 12 months prior to the award of this Contract/Agreement, and for the 12 months following award of this Contract/Agreement. Where applicable, Consultant shall disclose any post award campaign contributions prior to seeking an amendment to this Agreement.

In concurrence and witness whereof, this Agreement has been executed by the parties effective on the date and year first above written.

CONSULTANT
By: Nick Thermenos
Title: CRO
By: Brenna Lenchak
Title: Secretary
CI

TY OF THOUSAND OAKS
Al Adam, Mayor
ATTEST:

Laura B. Maguire, City Clerk
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APPROVED AS TO ADMINISTRATION:

Andrew P. Powers, City Manager
A
PPROVED BY DEPARTMENT HEAD:

Jaime Boscarino, Director of Finance
A
PPROVED AS TO FORM:

Office of the City Attorney
By: Tracy Friedl, Assistant City Attorney
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EXHIBIT A

SCOPE OF SERVICES - BUDGET MANAGEMENT SOFTWARE
Q
uestica’s Budget Management System (BMS) will be used by the City to enter and prepare its Operating and C apital budgets. After budget preparation, the OpenBook Transparency and Budget Book Studio will be used to develop a transparency portal available (for both internal and external use) and create both Operating and Capital digital budget books and searchable/printable PDF versions. The budget documents will be submitted to, and must adhere to, both the California State Municipal Finance Officers (CSMFO) and Government Finance Officers Association (GFOA) budget document award programs.

Q
uestica’s BMS shall perform all work necessary , but not limited to transitioning/migrating to the Microsoft Azure Cloud (Azure), integrating the Operating, Payroll, and Capital modules with the City’s current financial system , performing multi-year payroll cost projections and what-if scenarios for the City’s three separate bargaining units, assisting with preparation of monthly budget/financial reports, producing electronic and searchable PDF versions of the Operating and Capital budget books, and providing financial dashboards with current budget information for staff and City Council.

Questica Budget Modules Included in Scope of Work
Operating and License Seats
Personnel Planning and Budgeting License Seats
Capital License Seats
Operating Budget
Capital Budget
Salary and Benefits (Payroll)
Unlimited Read-Only Licenses
Performance Measures
Allocations
Statistical Ledger
OpenBook Transparency
Budget Book Studio
Software Maintenance, Support, and Hosting
Questica Professional Services for initial Implementation (One-Time Fee) Included in Scope of Work
Planning and Analysis
Consulting
Installation
Data Load and Verify
Customizations
Customized Reports
Training
Project Management
Implementation Timeline – 8 weeks from project kickoff
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In relation to the above, Questica shall provide the following services;

1. Project Management
a. Define project scope, objectives, and deliverables.
b. Assign project team roles and responsibilities.
c. Develop a high-level project plan with key milestones. d. Set up communication channels and reporting mechanisms.

2. Database Migration
a. Set-up Azure site for production and test environments. b. Assess current database structure and dependencies.
c. Plan database migration strategy aimed at essential data. d. Execute database migration process with minimal downtime. e. Conduct basic testing to ensure data integrity post-migration.

3. Integration Work
a. Consultant shall configure the BMS to integrate with the City’s current financial system, CentralSquare Naviline 9.1.23.1.0 and future versions/updates to CentralSquare Naviline.
b. Visualize, map, and make interactive the BMS’s use of the City’s established Chart of Accounts.
c. Transfer to the City’s financial syste m, account line-item budget detail information, including comments and notes.
d. Identify critical integrations required for the Azure cloud environment. e. Configure and set up integrations for operating data, import/export, capital data import/export, position data, import/export, and budget amendment integration. f. Import up to 10 years of historical data.
g. Perform testing to validate integration functionality. h. Address and resolve any immediate issues or discrepancies identified.

4. Single Sign-On (SSO) Integrations
a. Evaluate SSO requirements and configure integration with Azure. b. Implement SSO functionality for user authentication. c. Perform basic testing to ensure SSO functionality and security. d. Document SSO integration setup for future reference.

5. Upgrade Configurations and Customizations
a. Review existing configurations for cloud compatibility. b. Make necessary adjustments to configurations and customizations. c. Analyze existing custom reports and convert to cloud environment. d. Perform testing to ensure functionality post-upgrade. e. Document configuration changes and customizations.

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6. Training
a. Develop basic training materials and resources for system administrators and end-users.
b. Provide unlimited log in access to client help portal including training videos and help articles.
c. Implement a training program to teach the skills and knowledge necessary to effectively use the BMS technology for approximately forty (40) staff members .

This will include conducting training sessions focusing on cloud navigation and other key features.
d. Provide ongoing support and assistance to users during the transition. e. Collect feedback and make adjustments to training materials and processes as needed.

7. Oper ating Budget Module
This module shall be able to perform the following functions:
a. Support biennial budgeting functionality, including the ability for data from year one to automatically impact/influence the budget base for year two. b. Provide the ability to assign access to budgets based on roles and other parameters, including:
i. Secure the ability to view and update a budget by department, fund, and division.
ii. Lock a budget version to prevent further changes.
iii. Ability to lock certain cost types (e.g. salaries, cost allocation, etc.) iv. Limit the ability to update select budget categories. c. Provide the ability to allow calculation and input of financial information at a line-item level of detail, including revenues, expenditures, and personnel costs. d. Provide a solution which allows City staff to maintain and operate all interfaces independently.
e. Provide the ability to allow for collaborative budget preparation, in which users can concurrently view, explore, and comment on proposed budgets. f. Provide the ability for evaluating, approving, or denying an individual account string/line item, cost center, and/or overall division budget. g. Provide the ability to make revisions in various budget levels (e.g., salary and benefits, maintenance and operations).
h. Provide a clear and detailed audit trail for all changes made to the budget. i. Provide the ability to track and show fund balance for each fund. j. Provide the ability to visualize additional types of data, including historical budget data, budget-to-actual data, non-financial data, geospatial data, and project trends for future fiscal years.
k. Provide a solution which allows viewing of historical actuals (at least 5 years), the current budget, prior budget, and current budget estimates when planning a budget. l. Provide the ability to run a variety of scenarios, including various “What-If” statements, to evaluate the impact of various cost drivers and assumptions. m. Provide the ability to track one-time and/or ongoing costs to determine the full impact to the biennial budget and long-term projection.

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n. Provide the ability to view up- to-date budget to actual information via dashboards/report cards for staff.
o. Provide the ability to save various revisions of the budget for each step of the adoption process (Study Session, Public Hearing/Adoption), plus an unlimited number of budget years.

8. Payroll Budgeting (Salaries and Benefits) Module
Thi
s module shall be able to perform the following functions:
a. Enable integrated real-time processing for budgeting payroll cost projections, position control management, and reporting functions.
b. BMS shall provide City staff the ability to load existing costs from current employees for filled positions from Naviline, including pay rates, PEPRA status, hire dates, position titles, benefit selections and costs, bargaining unit affiliation, etc. c. BMS shall provide City staff the ability to calculate future compensation changes for positions using both general wage increases, and employee-specific step increases based on employee evaluation score, or a date (such as an anniversary date) , including support ing formula-driven values (i.e. automatic update and changes to benefits that are based on base salaries/wages, and changes to them). d. BMS shall provide City staff the ability to calculate and apply compensation changes to each the City’s bargaining units, and analyze the results separately for each unit. e. BMS shall provide City staff the ability to create a position budget for both filled and vacant positions using employee and position data from Naviline. f. BMS shall provide City staff the ability to calculate future benefit costs using known rates or year-over-year percentage assumptions. Benefits include, but are not limited to: Medical, Dental, Life, CalPERS Pension, Deferred Compensation, Workers’ compensation rates, and Payroll taxes.
g. BMS shall provide City staff the ability to load the position budget into the overall department budget.
h. BMS shall provide City staff the ability manage employee cost calculations and provide in-depth views into workforce cost drivers, providing scenario analysis based off position variables. This feature should be seamlessly integrated so users can request new employee positions for approval to be included in the annual budget.

The workforce planning solution should be capable of scenario analysis of up to at least 10 years.

9. Capital Budget Module
The C
apital Budget (CIP) is a separate biennial budget document from the Operating Budget. This module shall be able to perform the following functions:
a. P
rovide the ability to create, update, and track a multi -year Capital Improvement Budget, with a minimum of five years.
b. Provide the ability to include an additional three years of planned capital projects and associated expenditures/expenses for future planning purposes.

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c. Provide the ability to show total project budget vs amount included in each fiscal year on multi-year projects.
d. Provide the ability to carryforward a project budget to the subsequent fiscal year for existing projects based on current year budget, actual, and projected expenditures. e. Provide the ability to track projects with multiple funding sources. f. Provide the ability to enter and track multi -year operating budget impacts of capital projects and link the cost impacts to the development of Budget Forecasts. g. Provide the ability to track and show fund balance for each fund. h. Provide the ability to enter and track unfunded capital projects and be able to move the funded status in later years.
i. Provide the ability to save various revisions of the budget for each step of the adoption process (Study Session, Public Hearing/Adoption), plus an unlimited number of budget years.
j. Provide the ability to add a project number assignment to individual projects. k. Provide the ability to prioritize and rank projects based on user defined criteria. l. Provide the ability to create a CIP project page (digital and pdf), with custom fields, including but not limited to:
i. Project title
ii. Project category (e.g. Streets, Landscape, Transportation projects, etc) iii. Project phase (design, construction, etc)
iv. Project description
v. Project manager
vi. Project justification
vii. Project carryover
viii. Project picture/map
ix. Various comments
x. Start and end dates
xi. Operational Impact
xii. The related City Council Goal
xiii. Compliance with the General Plan
xiv.Project Priority (1, 2 or, 3)
xv. Budget by fund, projected out for five fiscal years m. Provide the ability to create project summary sheets showing at least five years of information, with ability to sort/group by:
i. Project category (e.g. Streets, Landscape, Transportation projects, etc), with the total number of projects and dollar amount per category. ii. Project Fund (both revenue and expenditure/expense) with the total number of projects and dollar amount per funding source.

10. Performance Measures Module
Thi
s module shall be able to perform the following functions:
a. P
rovide the ability to compare department budgets to performance measures and outcomes and monitor department budgets against actual results. b. Provide the ability for strategic initiatives to be built in, enabling departmental budget FIN: 340:70\rr\H:\COMMON\Council\Administration\2024\Budget Management Software Agreement Attach 1

proposal requests to be tied to overall strategic goals at the worksheet level. c. Provide the ability of tracking and tying budget items to Citywide goals and objectives. d. Migrate historical performance measure data from on-premise to Azure cloud version.

11. Reporting
a. Provide the ability to auto-generate reports based on configured filters, data selection, specific hierarchies and other budget-related attributes. b. Provide the ability to process custom budget reports to Word, Excel, or PDF documents.
c. Examples of critical reports include, but are not limited to:
i. Reports required to meet the City’s needs and receive CSMFO and GFOA budget awards.
ii. R
eport that shows financial information is balanced (Transfers In and Out, Revenues and Expenditures, Capital, Fund Balances).
iii. Reports comparing multiple versions of the budget. iv. Comparison and variance reporting between budget and actuals, including historical (at least 5 years) budgets and actuals.
v. Comparison and variance reporting between budget planning versions. vi. Variance reporting to review departmental changes and compare versions. vii. Detailed salary and wage reports by position/employee and bargaining group. viii. Reports for Department/Division Goal, Accomplishments, and Objectives. ix. Reports for Performance Measure by Department/Division.

12. Online/Electronic and Printed Budget Book
a. Consultant shall provide the ability to create a digital and printable Operating and Capital budget with PDF generation capabilities , in compliance with CSMFO and GFOA excellence in budgeting award requirements.
b. Digital budget book shall be linked to source budget data that adheres to GFOA and CSMFO standards and best practices.
c. Provide the functionality to allow City to amend the structure of tables and chapters within the book and be able to pull in key performance data, with the ability to customize color schemes and layouts.
d. Consultant shall assist with set up and customization of digital and PDF versions of Operating and Capital budgets, which is included in the implementation/installation cost.

13. Technical Support and Requirements
a. Provide on-going technical support, including an online support center containing help documentation, tutorials, and how -to videos, as well as real -time chat functionality, email, and phone support availability between the hours of 5:00 am and 5: 00 pm (Pacific Time) Monday through Friday (excluding holidays) with 24hr service available for emergencies. T here are no formal limits put in place on the number of calls, contacts, or incidents that the City may log.
b. Provide system updates and documentation, as they become available at no additional cost to the City.

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c. Notify City’s Project Manager 60 days on advance of system updates that will require re-training of staff (e.g. menu/dropdown/homescreen changes, revisions to navigating the system/modules, etc).
d. Provide data restoration, backup, disaster recovery , and cybersecurity protections and services.

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EXHIBIT B

CONSULTANT'S SCHEDULE OF FEES
Fiscal Year Services Fee
FY 2024-25 Budget Software Installation and Software Subscription- Year 1(1) $53,450 FY 2025-26 Software Subscription- Year 2 (2) 36,750
FY 2026-27 Software Subscription- Year 3 38,588
FY 2027-28 Software Subscription- Year 4 40,518
FY 2028-29 Software Subscription- Year 5 42,544
Extra Services – Optional Add On: “Balancing Act by Polco Public Engagement Tool”
15,000
Extra Services (for unanticipated items not included in the Scope) 10,000 Total Costs $236,850
(1) B
udget Software Installation Year 1: $18,450*
S oftware Subscription Year 1: $35,000**
(2) A 5
% annual increase is applicable beginning in year 2
*Questica Professional Services Included in Installation (One-Time Fee)
Planning and Analysis Included
Consulting Included
Installation Included
Data Load and Verify Included
Customizations Included
Customized Reports Included
Training Included
Project Management Included
**Questica Budget Modules Included in Subscription
Operating and License Seats Unlimited
Personnel Planning and Budgeting License Seats Unlimited Capital License Seats Unlimited
Operating Budget Included
Capital Budget Included
Salary and Benefits Included
Unlimited Read-Only Licenses Included
Performance Measures Included
Allocations Included
Statistical Ledger Included
OpenBook Transparency Included
Budget Book Studio Included
Software Maintenance, Support, and Hosting Included
EXHIBIT _____

LEVINE ACT DISCLOSURE FORM
California Government Code section 84308 (Levi ne Act) prohibits any Thousand Oaks City Council member from participating in any action related to a contract, agreement, or franchise agreement (excluding labor or competitively bid contracts) if the Council member receives a campaign contribution totaling more than $250 (aggregated) from the party to the contract, agreement or franchise agreement, their agents, or any financially interested participant who actively supports or opposes the matter within the previous twelve (12) months. Council members must also disclose any eligible campaign contribution received on the record of the proceeding.

Council members are prohibited from accepting, soliciting, or directing a campaign contribution of more than $250 (aggregated) from a party, their agent/representative, or a financially interested participant during a proceeding and for 12 months following the date a final decision is made. In addition, a party, their agent/representative, or a financially interested participant is prohibited from contributing more than $250 (aggregated) to a Council member during a proceeding and for 12 months following the date a final decision is made.

The Levine Act also requires parties to certain contracts, agreements, or franchise agreements to disclose any campaign contribution over $250 (aggregated) within the preceding twelve (12) months by the party to the agreement, contract, or franchise agreement and their agents. The Levine Act does not apply to competitively bid, labor, or personal employment contracts.

The Levine Act (Gov Code § 84308) DOES NOT apply to this Agreement/Contract The Levine Act (Gov Code § 84308) DOES apply to this Agreement/Contract and the required disclosure is set forth below:

1. Have you or your company, or any agent on behalf of you or your company, made campaign contributions totaling more than $250 (aggregated) to any council member in the 12 months preceding the date you submitted your proposal, the date you completed this form, or the anticipated date of any Council action related to this Agreement/Contract?
YES
NO
Counci l M ember Name Pay ee Name Pay ment Date Pay ment A mount C
X
X
FIN: 340:70\rr\H:\COMMON\Council\Administration\2024\Budget Management Software Agreement Attach 1

2. Do you or your organization, or any agency or representative on behalf of you or your organization, anticipate or plan to make any campaign contributions of more than $250 (aggregated) to any City Council member in the 12 months following any City Council action related to this Agreement/Contract? ** There may be legal restrictions on making contributions during the 12 months following City Council Action. It is recommended that you consult with your own legal counsel regarding the requirements of law.

YES
NO
Counci l M ember Name Pay ee Name Pay ment Date Pay ment A mount Answering “YES” to either question above does not preclude the City of Thousand Oaks from entering into or taking any subsequent action related to this Agreement/Contract. However, it may preclude the identified Council member(s) from part icipating in any actions/decisions related to this Agreement/Contract.
____________ ______________________________ _______________________ Date Printed Name/Title of Authorized Name of Business/Legal Representative Entity
____________________________________________________________________________ Signature
*** You must submit a supplemental form if you make any new reportable contribution(s) while the Agreement/Contract is being considered ***
** “Aggregated” contributions, as described in FPPC Regulat ion §18438.5, include the following types of contributions made during a 12-month period: (1) all contributions made by the party or participant; (2) all c ontributions made by an agent of the pa r ty or participant; and (3) all cont
ributions made by an individual or entity required to be aggregated with the party or participant, and any agent of the party or participant. ________________
X
06/27/2024 John Rowe, Senior Director of Sales Questica Ltd FIN: 340:70\rr\H:\COMMON\Council\Administration\2024\Budget Management Software Agreement Attach 1

EXHIBIT D

SAAS AND SERVICES AGREEMENT
This SAAS and Services Agreement, including all documents referenced and incorporated below and the Order Form which by this reference is incorporated herein (collectively, this “Agreement”), dated as of # [DATE]# (the “Effective Date ”), is by and between #[PRODUCT_LINE_LEGAL_ENTITY]# (referred to as “ Licensor” or “ EUNA,” as part of the EUNA brand) #[ CUSTOMER_NAME]# (“Customer”). EUNA and Customer are sometimes individually referred to as a “Party” and collectively referred to as the “Parties.” The Parties agree as follows:

1. Definitions.
a. “Aggregated Statistics” means data and information related to Customer’s use of the S AAS Offering that is used by EUNA in an aggregate a nd anonymized manner, i nc luding to compile s tatistical and performance inf ormation related to the pr ovi sio n and operation of the SAAS Offering. b. “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the SAAS Offering under the rights granted to C
ustomer pursuant to this Agreement and the applicable Order Form, and (ii) for whom access to the S
AAS Offering has been purchased hereunder.
c. “Confidential Information” means any information relating to a D is closing Party (as defined in Section 9), i ts business, technology, suppliers, licensors, resellers, distributors, customers, and third parties to whom the D isclosing P arty has an obligation of confidentiality, whether in tangible or i
ntangible form, which is either marked or designated as “confidential” or “proprietary,” or disclosed under circumstances indicating its confidential or proprietary nature, or otherwise would be known to be c
onfidential or proprietary by a reasonable person.
d. “Cu stomer Data ” means, other than Aggregated Statistics, information, data, and other c
ontent, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of C
ustomer or an Authorized User through the SAAS Offering or Professional S ervices, as applicable. e. “Deliverable” means all documents, work product and other materials that are delivered to C
ustomer under this Agreement or prepared by or on behalf of the EUNA in the course of performing the P
rofessional Services or providing the SAAS Offering, including any items identified as such in the ap
plicable Order Form.
f. “Documentation” means the applicable training, informational or support videos and documentation relating to (i) the use of and access to the SAAS Offering and (ii) any error corrections, bug
fixes, en hancements, improvements, new releases, maintenance releases and updates thereto , provided by EUNA to Customer in any format.
g. “Fees” m
eans the fees set forth in the applicable Order Form.
h. “Intellectual Property Rights ” (i) all United States and foreign patents, patent applications, and certificates of invention, and all continuations, continuations in part, extensions, renewals, divisions, re-issues and re-examinations relating thereto; (ii) all moral rights and copyrights in any work of authorship or other work recognized by applicable Law, including all copyright registrations issued by the United States Register of Copyrights and applications therefor, together with any renewal or extensi on thereof, or by similar authority in any other jurisdiction, and all rights deriving therefrom; (iii) all, FIN: 340:70\rr\H:\COMMON\Council\Administration\2024\Budget Management Software Agreement Attach 1 whether registered or unregistered, trademarks, service marks, domain names, trade names and trade dress, and all goodwill relating thereto; (iv) all rights in all trade secrets, know -how, and confidential information; and (v) other intellectual property rights protectible under any L aws or international conventions throughout the world, and in each case including the right to apply for registrations, certificates, or renewals with respect thereto and the right to prosecute, enforce, obtain damages relating to, settle or release any past, present, or future infringement or misappropriation thereof. i. “Law” means all applicable laws (including those arising under common law), statutes, codes, rules, regulations, reporting or licensing requirements, ordinances and other pronouncements having the effect of law in the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision, including those promulgated, interpreted or enforced by any governmental or regulatory authority.
j. “Order Form” means the order form between the Parties that incorporates this Agreement. k. “Public Facing Software” means a portion of the Software made available by the Customer to members of the general public.
l. “SAAS IP” means the SAAS Offering and the Documentation. For the avoidance of doubt, SAAS IP includes proprietary data structures, database schemas, metadata, Aggregated Statistics and any information, data, or other content derived from EUNA’s monitoring of Customer’s access to or use of the SAAS IP but does not include Customer Data.
m. “SAAS Offering ” means the software-as-a-service offering , including any integrated platform offering, as set out in the applicable Order Form. n. “Professional Services” means the services set out in the applicable Order Form and any associated statement of work attached or referenced in the Order Form (“ Statement of Work ”), if applicable.
o. “Term” has the meaning set forth in Section 10 a.
p. “Third-Party Products ” means any third -party products described in the applicable Order Form provided with or incorporated into the SAAS Offering.

2. Professional Services. Subject to and conditioned on Customer’s payment of Fees and compliance with all other terms and conditions of this Agreement, EUNA shall provide to Customer the Professional Services in accordance with the applicable Order Form and Statement of Work.

3. Software Subscription.
a. Provision of Access. Subject to and conditioned on Customer’s payment of Fees and compliance with all other terms and conditions of this Agreement, EUNA hereby grants Customer a non- exclusive, non-sublicensable, non-transferable (except in compliance with Section 22 ) right to access and use the SAAS Offering during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. EUNA shall provide to Customer the necessary information to allow Customer to access the SAAS Offering . The total number of Authorized Users will not exceed the number set forth in the applicable Order Form, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder.

FIN: 340:70\rr\H:\COMMON\Council\Administration\2024\Budget M anagement Software Agreement Attach 1 b. Public Facing Software . Notwithstanding the definition of Authorized Users, Customer is permitted to provide access to its constituents that are solely utilizing public facing functionalities of the SAAS Offering that do not otherwise require a specific license from EUNA. c. Documentation License. Subject to and c onditioned on Customer’s payment of Fees and compliance with the terms and conditions of this Agreement, EUNA hereby grants to Customer a non- exclusive, non-sublicensable, non -transferable (except in compliance with Section 22) license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the SAAS Offering.
d. Optional Features. EUNA shall provide all extensions, enhancements, and other changes, which are logical improvements to the SAAS Offering and to which EUNA makes generally available on a commercial basis, without charge, to other licensees of the EUNA SAAS Offering . Updates do not include any new software products that are then made generally available on a commercial basis as separate, price-listed options or additions to the SAAS Offering nor do they include any Professional Services that may be required for implementation.
e. Use Restrictions. Customer shall not use the SAAS Offering for any purposes beyond the
scope of the access granted in this Agreement or the applicable Order Form . Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the SAAS Offering or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the SAAS Offering or Documentation to a third party; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the SAAS Offering, in whole or in part; (iv) remove any proprietary notices from the SAAS Offering or Documentation; or (v) use the SAAS Offering or Documentation in any manner or for any purpose that causes such SAAS Offering or Documentation to infringe, misappropriate, or otherwise violate any Intellectual Property Right or other right of any person, or that violates any applicable Law. f. Suspension. Notwithstanding anything to the contrary in this Agreement, EUNA may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the SAAS Offering if: (i) EUNA reasonably determines that (A) there is a threat or attack on any of the SAAS IP; (B) Customer’s or any Authorized User’s use of the SAAS IP disrupts or poses a security risk to the SAAS IP or to any other customer or vendor of EUNA; (C) Customer or any Authorized User is using the SAAS IP for fraudulent or illegal activities; (D) subject to applicable Law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) EUNA’s provision of the SAAS Offering to Customer or any Authorized User is prohibited by applicable L aw; (ii) any vendor of EUNA has suspended or terminated EUNA ’s access to or use of any third -party services or products required to enable Customer to access or use the SAAS Offering each a (“Service Suspension”). EUNA shall use commercially reasonable efforts to resume providing access to the SAAS Offering as soon as reasonably possible after the event giving rise to the Service Suspension is investigated, contained, remediated, and cured. EUNA will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension. g. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, EUNA may monitor Customer’s use of the SAAS Offering and collect and compile Aggregated Statistics. As between EUNA and Customer, all right, title, and interest in Aggregated Statistics, and all Intellectual Property Rights therein, belong to and are retained solely by EUNA. Customer acknowledges that EUNA may compile Aggregated Statistics based on Customer Data input into the SAAS Offering. Customer FIN: 340:70\rr\H:\COMMON\Council\Administration\2024\Budget Management Software Agreement Attach 1 agrees that EUNA may (i) make Aggregated Statistics publicly available in compliance with applicable Law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable Law.

EUNA agrees to process Customer Data available in accordance with EUNA ’s privacy policy which is available upon request and online at https://eunasolutions.com/privacy-policy/. EUNA may update its privacy policy from time to time and such updated privacy policy will be effective and applicable upon posting.

4. Customer Obligations.
a. For Professional Services. In connection with the Professional Services, Customer shall:
(i) c ooperate with EUNA in its performance of the Professional Services and provide access to Customer’s premises, employees, contractors, and equipment as required to enable EUNA to provide the Professional Services;
(ii) provide Cooperation, as defined herein, and perform Customer facing milestones and Customer deliverables necessary to enable EUNA to continue to perform under the Order Form and Statement of Work; and
(iii) take all steps necessary, including obtaining any required licenses or consents, to prevent Customer-caused delays in EUNA’s provision of the Professional Services. b. For the SAAS Offering. In connection with the SAAS Offering:
(i) Customer agrees to be responsible and liable for all uses of the SAAS Offering and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer agrees to be responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the SAAS Offering and shall cause Authorized Users to comply with such provisions. (ii) EUNA may from time to time make Third -Party Products available to Customer. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and the applicable flow-through provisions.
(iii) EUNA will use commercially reasonable efforts to implement the SAAS Offering.

Customer acknowledges and agrees that Customer’s timely provision of (and EUNA’s access to) Customer’s assistance, cooperation, and complete and accurate feedback, approvals, information, and data from Customer’s officers, agents and employees as is reasonably requested by EUNA (collectively, “Cooperation”) is essential to the implementation and operation of the SAAS Offering, and that EUNA shall not be liable for any deficiency, delay or failure in implementing or operating the SAAS Offering if such deficiency, delay or failure results from Customer’s failure to provide full Cooperation as required hereunder. Cooperation will include designating a project manager to interface with EUNA during the course of EUNA’s implementation or provision of the SAAS Offering. If Customer repeatedly fails to provide Cooperation, EUNA may terminate this Agreement in accordance with Section 10(b)(ii).

5. Fees and Expenses.

FIN: 340:70\rr\H:\COMMON\Council\Administration\2024\Budget Management Software Agreement Attach 1 a. Fees. Except for Fees that Customer has successfully disputed, Customer shall pay the Fees without offset or deduction. Unless otherwise provided in the applicable Order Form , Customer shall pay the Fees in US dollars within thirty (30) days from the date of the applicable invoice. If Customer fails to make any payment when due, without limiting EUNA’s other rights and remedies: (i) EUNA may charge interest on the past due amount at the rate of 1% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable Law; (ii) if such failure continues for thirty (30) days or more, and in addition to all other remedies available under this Agreement or at law (which EUNA does not waive by the exercise of any rights hereunder), EUNA may suspend Customer’s and its Authorized Users’ access to any portion or all of the Professional Services and the SAAS Offering until such amounts are paid in full.
b. Taxes. Fees do not include any taxes. Customer is exempt by Law from payment of State and local sales tax and federal excise tax. In the event that taxes are assessed by any governmental body on any Deliverable provided under this Agreement, in which Customer is not exempted from paying, EUNA shall have the option to terminate the Agreement in lieu of assessment of the taxes against EUNA, provided however that Customer shall have the option to pay EUNA all such tax amounts which have been properly invoiced, at Customer ’s discretion, to avoid termination of this Agreement. Customer shall provide EUNA with a valid tax exemption certificate upon request.

6. Service Levels and Support.
a. Service Levels. Subject to and conditioned upon Customer’s payment of Fees and compliance with the terms and conditions of this Agreement, EUNA will use commercially reasonable efforts to make the SAAS Offering available in accordance with the service levels set out in the provided service level documentation posted from time to time at on Euna’s website (the “Service Level Policy”). b. Support . Subje ct to and conditioned upon Customer’s payment of Fees and compliance with the terms and conditions of this Agreement, EUNA will use commercially reasonable efforts to provide the support services described in the support services documentation posted from time to time at on Euna’s website (the “Support Services Policy”).
c. Updates. EUNA res erves the right to modify the Service Level Policy and Support Services Policy from time to time effective immediately by posting an updated policy at the links referenced above. EUNA’s support obligations extend solely to Customer’s designated support contacts. Customer acknowledges and agrees that, as between Customer and EUNA, Customer shall be solely responsible to provide any and all support to all other third partie s. Unless otherwise stated in the Service Level Policy , EUNA shall not have any obligation to provide support services to any third parties.

7. Representations, Limited Warranties, and Disclaimer. a. Representations. Each Party hereby represents and warrants that: (i) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required hereunder; and (ii) the execution of this Agreement by such Party, and the performance by such Party of its obligations and duties hereunder, do not and will not violate any agreement to which such Party is bound or any obligation of such Party.
b. Warranties for P
rofessional Services. EUNA warrants that it will perform the Professional Services:
(i) in accordance with the terms and subject to the conditions set out in the respective St
atement of Work or Order Form and this Agreement;
FIN: 340:70\rr\H:\COMMON\Council\Administration\2024\Budget Management Software Agreement Attach 1 (ii) using personnel of commercially reasonable skill, experience, and qualifications; and (iii) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.
c. Warranties for the SAAS Offering. E UNA warrants that during the Term, the SAAS Offering will conform in all material respects to the Documentation when accessed and used in accordance with the Documentation. EUNA does not make any warranties, representations or guarantees regarding uptime or availability of the SAAS Offering except to the extent specifically included in the applicable Service Level Policy.. THE FOREGOING WARRANT IES, REPRESENTATIONS AND GUARANTEES DO

NOT APPLY AND EUNA STRICTLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS

AND GUARANTEES WITH RESPECT TO ANY THIRD -PARTY PRODUCTS OR ANY FAILURE IN PERFORMANCE CAUSED BY THIRD-PARTY PRODUCTS.
d. Remedies. EUNA ’s sole and exclusive liability and Customer ’s sole and exclusive remedy for breach of the warranties, representations and guarantees in this Agreement shall be as follows:
(i) EUNA sh all use reasonable commercial efforts to promptly cure any such breach; provided, that if EUNA cannot cure such breach within sixty (60) days after Customer’s written notice of such breach, Customer may, at its option, terminate th is Agreement by serving written notice of termination.
(ii) For Professional Services, Customer’s remedy for breach of the foregoing warranties , representations and guarantees shall be the re-performance of the relevant Professional Services free of charge to the extent the breach was caused solely by EUNA. The foregoing remedy shall not be available unless Customer provides written notice of such breach (which notice reasonably describes the breach and the deficiencies identified by Customer) within thirty (30) days after delivery of such Professional Service or Deliverable to Customer.
(iii) For any such breach involving a failure to meet the commitments in the Service Level Policy, EUNA’s sole obligation and Customer’s exclusive remedy shall be for EUNA to perform the remedies set forth in the Service Level Policy.
e. Disclaimer of Warranties. EX CEPT FOR THE LIMITED WARRANTIES SET FORTH IN

THIS SECTION OF THE AGREEMENT, THE PROFESSIONAL SERVICES, DELIVERABLES, SAAS OFFERING AND EUNA IP ARE PROVIDED “AS IS” AND EUNA HEREBY DISCLAIMS

ALL WARRANTIES, REPRESENTATIONS AND GUARANTEES WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. EUNA SPECIFICALLY DISCLAIMS ALL IMPLIED

WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,

AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN

THIS SECTION , EUNA MAKES NO WARRANTY, REPRESENTATION OR GUARANTEE OF

ANY KIND THAT THE PROFESSIONAL SERVICES, DELIVERABLES, EUNA IP , OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S, AN AUTHORIZED USER’S, OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT

INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH

ANY SOFTWARE, SYSTEM, OR OTHER PROFESSIONAL, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

8. Intellectual Property.

FIN: 340:70\rr\H:\COMMON\Council\Administration\2024\Budget Management Software Agreement Attach 1 a. Deliverables. All Intellectual Property Rights in and to the Deliverables except for any Confidential Information of Customer shall be owned by EUNA. If any derivative work is created by Customer from the SaaS Offering EUNA shall own all right, title and interest in and to such derivative work.
b. SAAS IP and D ocumentation. Customer acknowledges that, as between Customer and EUNA, EUNA owns all right, title, and interest, including all Intellectual Property Rights, in and to the SAAS IP and Documentation and, with respect to Third -Party Products, the applicable third -party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third - Party Products.
c. Customer Data. EUNA acknowledges that, as between EUNA and Customer, Customer either (i) owns all right, title, and interest, including all Intellectual Property Rights , in and to the Customer Data, or (ii) has a valid license with the right to sublicense the Customer Data to EUNA as provided herein. Customer hereby grants to EUNA a non-exclusive, royalty -free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for EUNA to provide the SAAS Offering to Customer, and a non-exclusive, perpetual, irrevocable, royalty -free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. Customer represents, warrants and agrees that: ( A) it will comply with applicable L aw, including the Laws of the territories and jurisdictions from which any Customer Data is obtained or pertains, in collecting, using, disclosing, transmitting and in soliciting the transmission of Customer Data into or with the SAAS Offering as contemplated under this Agreement; ( B) prior to transmitting (or soliciting the transmission of) any Customer Data to EUNA through the SAAS Offering, Customer shall have all applicable consents and approvals required for the transmission of such Customer Data to EUNA ; and (C) EUNA’s use, storage, disclosure and other processing of Customer Data in accordance with this Agreement or Customer’s instructions or direction will not cause EUNA or any of its vendors to violate any applicable Law or infringe the rights of any individual or third party. d. Passwords. C ustomer is responsible for the confidentiality and use of its passwords, other credentials, and account, and in no event shall EUNA be liable for any loss of information of Customer or other claims arising from unauthorized access to the SAAS Offering as a result of the failure by Customer to protect the confidentiality of its passwords, other credentials or account. e. Prohibited Information.

Except as necessary to utilize the SAAS Offering, Customer shall not transmit, disclose or otherwise provide (or cause or allow to be transmitted or provided to EUNA): (i) health information, medical information, health insurance card information, policy identification numbers, or any other information that would cause EUNA to be classified as a “business associate” under the Health Insurance Portability and Accountability Act of 1996 , as amended (“ HIPAA”) or similar designation under other Laws, (ii) information that causes ENUA to be subject to any Laws beyond those Laws generally applicable to all cloud service providers, (iii) security passwords or credentials, and/or (iv) data revealing race, ethnicity, political opinions, religion, sexual orientation, philosophical beliefs or trade union membership or any other information identified under applicable L aw as “sensitive information,” “private information,” or like designation (collectively, “ Prohibited Information”) . If Customer transmits or provides to EUNA any Prohibited Information, Customer shall indemnify and hold EUNA harmless from and against any claims and l iability arising from the transmission to EUNA of any Prohibited Information or any processing of such information by EUNA , and EUNA shall have no liability or obligation whatsoever with respect to such Prohibited Information or Customer Data provided to EUNA.

FIN: 340:70\rr\H:\COMMON\Council\Administration\2024\Budget Management Software Agreement Attach 1 f. Feedback. If Customer or any of its employees or contractors provides, sends or transmits any communications or materials to EUNA by mail, email, telephone, or otherwise, suggesting or recommending changes to the SAAS Offering, Documentation, Software, Professional Services, or any of EUNA’s Intellectual Property Rights, including without limitation, the SAAS IP and new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“ Feedback”), EUNA is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns and agrees to assign to EUNA, and will cause its employees, contractors and/or agents to assign to EUNA, all right, title, and interest in and to the Feedback, including all Intellectual Property Rights in the Feedback , to EUNA without further consideration. EUNA is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever, although EUNA is not required to use any Feedback. g. Reservation of Rights . EUNA
reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any Intellectual Property Rights or other right, title, or interest in or to the Professional Services or SAAS IP.

9. Confidentiality.
a. Generally . From time to time during the Term , either Party (as the “ Disclosing Party”) may disclose or make available to the other Party (as the “ Receiving Party ”) Confidential Information.

Confidential Information shall at all times remain the property of the Disclosing Party . The Receiving Party shall: ( A) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party protects its own Confidential Information, but in no event with less than a commercially reasonable degree of care; ( B) not use the Disclosing Party ’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and ( C) except as permitted in this Agreement, not disclose any such Confidential Information to any person or entity, except to the Receiving Party ’s representatives (including EUNA’s affiliates and third party service providers) who need to know the Confidential Information to assist the Receiving Party, act on its behalf, or to exercise its rights or perform its obligations under this Agreement. The obligations in this section do not apply to Confidential Information that: (i) is or becomes generally available to the public other than as a result of the Receiving Party’s breach of this Section; (ii) is or becomes available to the Receiving Party on a non - confidential basis from a third -party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was in the Receiving Party’s possession prior to the Disclosing Party’s disclosure hereunder; or (iv) was or is independently developed by the Receiving Party without using any Confidential Information of the Disclosing Party. b. Permitted Disclosures. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required to establish a Party’s rights under this Agreement, including to make required court filings. If a Receiving Party is faced with judicial or governmental action to disclose Confidential Information of the Disclosing Party, the Receiving Party must, if legally permissible, notify the Disclosing Party forthwith and, at the D isclosing Party's request, provide reasonable assistance in opposing such action at the Disclosing Party’s cost and expense. EUNA acknowledges that Customer is a public agency subject to the California Public Records Act and may be legally required to release information thereunder.
c. Destruction . O n the expiration or termination of the Agreement, the Receiving Party shall promptly destroy all copies of the Disclosing Party’s Confidential Information in its possession or control and upon request certify in writing to the D isclosing Party that such Confidential Information has been FIN: 340:70\rr\H:\COMMON\Council\Administration\2024\Budget Management Software Agreement Attach 1 destroyed, provided, however, that a Receiving Party may retain Confidential Information relevant to any pending or threatened litigation or governmental investigation and EUNA may retain Customer’s Confidential Information in accordance with its information retention policies and Section 15.a, below. d. Irreparable Harm . Each Party acknowledges that Confidential Information may constitute unique, valuable, proprietary and trade secret information of the Disclosing Party, and that unauthorized disclosure thereof by the Receiving Party may cause irreparable injury to the Disclosing Party.

Accordingly, each Party acknowledges and agrees that monetary damages may not be adequate in the event of a default of this Article 9 and, therefore, that the Disclosing Party may be entitled to injunctive or other affirmative relief, without such constituting an election of remedies, and that the D isclosing Party will not be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Article 9, and each Party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. e. Duration . E ach Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the Receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable L aw), such obligations of non- disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable Law.

10. Term, Termination, and Survival.
a. Term . The term of this Agreement (the “Term ”) commences on the Effective Date of this Agreement and will continue in effect for as long as there is an outstanding Order Form in place. Each Order Form will continue for the applicable term listed in such Order Form until terminated by either Party in accordance with this Agreement. The termination or expiration of an Order Form will not affect or otherwise terminate this Agreement or any other Order Form covering other products or services in effect at such time.
b. User Subscriptions. All user subscriptions in an Order Form shall automatically renew fo r additional one-year at the end of the then current subscription term listed on the Order Form , unless the Customer gives the other notice of non -renewal at least thirty ( 30) days before the end of the relevant subscription term. The per-unit pricing during any such renewal term of the subscription shall be the same as that during the prior term unless EUNA gives written notice of a pricing increase at least thirty (30) days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter.
c. Termination for Convenience . C
ustomer may terminate this Agreement without cause by
giving sixty (60) days advance written notice to EUNA of its election to terminate this Agreement pursuant to this provision. In the event of such termination, Customer agrees to pay a “ SaaS Recovery Amount” equivalent to 50% of the s ubscription fees for the remainder of the initial term of the Order Form.
d. Termination for Ca use. In addition to any other express termination right set forth in this Agreement:
(i) either Party may terminate this Agreement, effective on written notice to the other Party, i
f the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty ( 30) days after the non -breaching Party provides the breaching Party with written notice of such breach; or
FIN: 340:70\rr\H:\COMMON\Council\Administration\2024\Budget Management Software Agreement Attach 1 (ii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency L aw; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
e. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, EUNA will immediately cease providing any Professional Services and Customer shall immediately discontinue use of the SAAS Offering . No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
f. Non-A
ppropriation. In the event Customer is not granted an appropriation of funds at any time during the T erm and the non– appropriation did not result from an act or omission by Customer, Customer shall have the right to terminate this Agreement on the last day of the fiscal period for which appropriations were received without penalty or expense to Customer , except as to the portion of the payments for which fund shall have been appropriated and budgeted. At least ninety (90) days prior to the end of Customer’s fiscal period, Customer shall certify in writing that (1) funds have not been appropriated for the next fiscal period, (b) such non-appropriation did not result from any act or failure to act by Customer; and (c) Customer has exhausted all funds legally available to pay EUNA. g. Survival . Se ctions 3.g, 4, 5, 7, 8, 9, 10, 11, 12, and 14-34 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

11. Indemnification .
a. EUNA Indemnification.
(i) EUNA SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS CUSTOMER

FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, COSTS (INCLUDING REASONABLE ATTORNEYS’ FEES) (“ LOSSES”) INCURRED BY CUSTOMER RESULTING FROM ANY THIRD-PARTY CLAIM, SUIT, ACTION, OR PROCEEDING (“ THIRD-PARTY CLAIM”) THAT THE SAAS OFFERING OR PROFESSIONAL SERVICES, OR ANY USE OF THE

SAAS OFFERING OR PROFESSIONAL SERVICES IN ACCORDANCE WITH THIS AGREEMENT, INFRINGES OR MISAPPROPRIATES SUCH THIRD PARTY’S INTELLECTUAL PROPERTY

RIGHTS, PROVIDED THAT CUSTOMER PROMPTLY NOTIFIES EUNA IN WRITING OF SUCH

THIRD-PARTY CLAIM, COOPERATES WITH EUNA, AND ALLOWS EUNA SOLE AUTHORITY TO CONTROL THE DEFENSE AND SETTLEMENT OF SUCH THIRD-PARTY CLAIM. (ii) If a Third-Party Claim is made or appears possible, Customer agrees to permit EUNA, at EUNA’s sole discretion, to (A) modify or replace the SAAS Offering or Professional Services or component or part thereof, to make it non-infringing, (B) obtain the right for Customer to continue use , or (C) terminate the license for the SAAS Offering and Professional Services and provide a pro rata refund to Customer . If EUNA determines that none of these alternative s is reasonably available, EUNA may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.

FIN: 340:70\rr\H:\COMMON\Council\Administration\2024\Budget Management Software Agreement Attach 1 (iii) This Section will not apply to the extent that the alleged infringement arises from: (A) use of the SAAS Offering or Professional Services in combination with data, software, hardware, equipment, or technology not provided by EUNA or authorized by EUNA in writing; (B) modifications to the SAAS Offering or Professional Services not made by EUNA; or (C) Customer Data; or (D) Third - Party Products.
b. Customer Indemnification. C USTOMER SHALL INDEMNIFY, HOLD HARMLESS, AND, AT EUNA ’S OPTION, DEFEND EUNA AND ITS AFFILIATES, AND THEIR RESPECTIVE

INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE “EUNA GROUP”) FROM AND AGAINST ANY LOSSES RESULTING FROM ANY THIRD-PARTY

CLAIM (I) THAT THE CUSTOMER DATA, OR ANY USE OF THE CUSTOMER DATA IN

ACCORDANCE WITH THIS AGREEMENT, INFRINGES, VIOLATES OR MISAPPROPRIATES SUCH THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS OR ANY LAW, OR (II) BASED ON CUSTOMER’S OR ANY AUTHORIZED USER’S (A) NEGLIGENCE OR WILLFUL MISCONDUCT; (B) USE OF THE SERVICES OR SAAS OFFERING IN A MANNER NOT AUTHORIZED BY THIS AGREEMENT; (C) USE OF THE SERVICES OR SAAS OFFERING IN

COMBINATION WITH DATA, SOFTWARE, HARDWARE, EQUIPMENT, OR TECHNOLOGY NOT PROVIDED BY EUNA OR AUTHORIZED BY EUNA IN WRITING; OR (D)

MODIFICATIONS TO THE PROFESSIONAL SERVICES OR SAAS OFFERING NOT MADE BY

EUNA, PROVIDED THAT CUSTOMER MAY NOT SETTLE ANY THIRD-PARTY CLAIM

AGAINST ANY OF THE EUNA GROUP UNLESS EUNA CONSENTS TO SUCH SETTLEMENT,

AND FURTHER PROVIDED THAT EUNA WILL HAVE THE RIGHT, AT ITS OPTION, TO

DEFEND THE EUNA GROUP AGAINST ANY SUCH THIRD-PARTY CLAIM OR TO PARTICIPATE IN THE DEFENSE THEREOF BY COUNSEL OF ITS OWN CHOICE. c. Sole Remedy . TH I
S SECTION SETS FORTH CUSTOMER’S SOLE REMEDIES AND
EUNA’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR

ALLEGED CLAIMS THAT THE PROFESSIONAL SERVICES OR SAAS OFFERING INFRINGE S,

MISAPPROPRIATES, OR OTHERWISE VIOLATE S ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

12. Limitation of Liability.
a. IN NO EVENT SHALL EUNA BE LIABLE TO CUSTOMER OR TO ANY THIRD

PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION

IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY,

SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT,

TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH

DAMAGE WAS FORESEEABLE AND WHETHER OR NOT EUNA HAS BEEN ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
b. UNDER NO CIRCUMSTANCES SHALL EUNA HAVE ANY LIABILITY OR

RESPONSIBILITY FOR THE ACCURACY OF ANY CUSTOMER DATA THAT IS INPUTTED INTO THE SAAS OFFERING.

13. Press Release. Th
e Parties may issue a joint press release announcing the launch of the SAAS Offering and Customer’s use thereof. Such press releases shall be subject to Customer’s approval .

Additionally, during the Term, EUNA may list Customer as a customer of EUNA, and Customer grants EUNA a non-exclusive, royalty -free, worldwide license to use any trademarks, service marks, or trade names of Customer in order to display such marks on EUNA’s website and marketing materials.

FIN: 340:70\rr\H:\COMMON\Council\Administration\2024\Budget Management Software Agreement Attach 1

14. Information Security. Each Party will maintain reasonable administrative, technical and physical safeguards which are consistent with industry standards to protect the security, confidentiality and integrity of, and to protect against threats or hazards to the integrity of, and the unlawful, intentional, unauthorized or accidental destruction, loss, alteration, theft, misappropriation, disclosure, access or use of the other Party’s Confidential Information, Intellectual Property, and, (i) in the case of EUNA, the Customer Data, and (ii) in the case of Customer, the SAAS IP.

15. Export of Data.
a. Customer Data. Upon termination, cancellation, expiration, or other conclusion of this Agreement, Customer may request that EUNA remove Customer Data from EUNA’s production systems.

Customer acknowledges that as part of a commercially reasonable backup strategy, EUNA does maintain long term archival backups that may continue to contain Customer Data after termination of this Agreement. EUNA agrees not to utilize such archival backups for the specific purpose of accessing Customer Data after termination of this Agreement, unless specifically authorized to do so by Customer. b. Data Extraction . D
uring the Term of this Agreement, Customer may utilize the standard functionality of the SAAS Offering for its intended purpose, including the ability to download data and copies of documents loaded into or generated by the SAAS Offering . Customer shall have the right to retain a copy of all downloaded documents . During the Term of and within thirty (30) days following termination of this Agreement, Customer may request EUNA to provide consulting services to Customer in order to perform a custom extract of Customer data from the SAAS Offering . EUNA will provide the requested consulting services for an hourly rate set forth in the Order Form or Statement of Work .

Custom data extracts will be provided electronically in a text delimited flat file format (or other mutually acceptable format) and will be scrubbed of all EUNA proprietary data structures. Customer and EUNA will work together to determine a list of the specific data elements to be provided, at which point EUNA will provide an estimate of the time required to extract the data. Once the estimate has been provided, if Customer wishes EUNA to proceed with the data extract, Customer will make a mobilization payment of fifty percent (50%) of the estimated amount to EUNA. After receipt of this payment, EUNA will then have thirty (30) days to deliver the data extracts to Customer. Customer shall have thirty (30) days upon receipt of the data to review for acceptance. Upon acceptance, EUNA will provide Customer with a final accounting of hours and Customer shall be responsible for payment of the additional consulting fees.

16. Authorized Reseller Status; Option to Purchase Affiliate Products. GTY Technology Holdings I
nc. dba Euna Solutions (“Euna”) is the parent company to multiple other SaaS companies (such subsidiaries, “Affiliates”). These products and services may vary during the Term, but generally include, but are not limited to, software -as-a-service technology for the procurement and vendor supplier sourcing industry, digital services and payment technology through a software -as-a-service platform, software solutions for grants management and indirect cost reimbursement and related implementation and consulting services, software tools to streamline permitting and licensing services, and additional web - based budgeting preparation, performance, management and data visualization solutions (“Affiliate Products”). As of the Effective Date, Affiliates include Questica Ltd., eCivis Inc., Ion Wave Technologies, LLC, DemandStar Corporation, Open Counter Enterprise Inc., Sherpa Government Solutions LLC, CityBase Inc., and GTY Software Inc. in Canada. In addition to the products and services that are the subject of this Agreement, Customer has the option to purchase from either Euna, as an authorized reseller, or Affiliates, the Affiliate Products on same terms of the Agreement.

Notwithstanding the foregoing, Customer understands that different order forms, statement of work(s), and product specific service level agreements may apply. Customer will be provided the Affiliate’s additional product terms and will have the opportunity to review and consent to such terms.

FIN: 340:70\rr\H:\COMMON\Council\Administration\2024\Budget Management Software Agreement Attach 1

17. Entire Agreement. This Agreement, including and together with the Order Form referencing this SAAS and Services Agreement, and any S tatements of Work, policies, and other documents referenced and incorporated herein or in the Order Form, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. The Parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any Order Form , the Order Form followed by the Service Level Policy shall supersede and control. To the extent the Order Form links to legal terms other than this SAAS and Services Agreement or a Statement of Work, those terms shall not apply.

18. Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement must be in writing and addressed to the other Party at its address in the Order Form (or to such other address that the receiving Party may designate from time to time in accordance with this Section). For Notices to EUNA, [email protected] shall be sent a courtesy email notification.

Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid).

Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section.

19. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the court may modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

20. Amendments. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.

21. Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

22. Assignment. Neither Party shall assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party.

Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve Customer of any of its obligations under this Agreement. Notwithstanding the foregoing, EUNA may assign this Agreement and any of its rights or delegate any of its obligations to any affiliate, subsidiary, or to any person acquiring all or substantially all of EUNA’ s assets without Customer’s consent.

23. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.

24. Relationship of the Parties . T he relationship between the Parties is that of independent contractors. The details of the method and manner for performance of the Services by EUNA shall be under its own control, Customer being interested only in the results thereof. EUNA shall be solely FIN: 340:70\rr\H:\COMMON\Council\Administration\2024\Budget Management Software Agreement Attach 1 responsible for supervising, controlling, and directing the details and manner of the completion of the Professional Services and the provision of the SAAS Offering. Nothing in this Agreement shall give Customer the right to instruct, supervise, control, or direct the details and manner of the completion of the Professional Services or the provision of the SAAS Offering. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the P arties, and neither P arty shall have authority to contract for or bind the other Party in any manner whatsoever.

25. No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

26. Choice of Law. This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the L aws of the State of California, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the Laws of any jurisdiction other than those of the State of California , United States of America.

27. Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments and appendices attached to this Agreement, and all contemplated transactions, including contract, equity, tort, fraud and statutory claims, in any forum other than the courts of the State of California , and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in the courts of the State of California.

Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

28. Export Regulation. Customer shall comply with all applicable Laws, and com plete all required
undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the SAAS Offering or any Customer Data outside the US.

29. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES THAT ANY

CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMEN IS LIKELY TO INVOLVE

COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY

IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL

BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

30. Counterparts . This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

31. Force Majeure. “Force Majeure Events” means events beyond a Party’s reasonable control, including without limitation acts of nature, labor disputes, the stability or availability of the Internet or a portion thereof, actions by a governmental authority (such as a moratorium on any activities related to this Agreement or changes in Laws), telecommunication or Internet network failures or brown-outs, failures or unavailability of third party systems, networks or software, flood, earthquake, fire, lightning, FIN: 340:70\rr\H:\COMMON\Council\Administration\2024\Budget M anagement Software Agreement Attach 1 epidemics, war, acts of terrorism, riots, civil disturbances, sabotage, power grid failures, and denial of service attacks and other hacking attacks. Neither Party shall be liable for any loss, damage or penalty resulting from delays or failures in performance resulting from Force Majeure Events (except for any obligations of Customer to make payments to EUNA hereunder). The Party affected by the Force Majeure Event will promptly notify the other P arty and will resume performance when the Force Majeure Event is no longer effective and the impact has been remediated.

32. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy.

Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

33. Government Use. Th
e SAAS Offering, Documentation are “commercial items” as that term is defined in FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and DFARS 227.7202. If the SAAS Offering or Documentation are being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S.

Government’s rights in the foregoing will be only those specified in this Agreement. Customer’s rights in the SAAS Offering and Documentation are limited to those expressly granted in Section 3.

34. Cooperative Statement. Other government organizations and educational or health care institutions may elect to participate in this Agreement (piggyback) at their discretion provided EUNA also agrees to do so in writing.
[signature page follows]
FIN: 340:70\rr\H:\COMMON\Council\Administration\2024\Budget Management Software Agreement Attach 1 The Par
ties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.
#[CUSTOMER_NAME]#
By_____________________
Name:

Title:
#[PRODUCT_LINE_LEGAL_ENTITY]#
By_____________________
Name:

Title:

FIN: 340:70\rr\H:\COMMON\Council\Administration\2024\Budget Management Software Agreement Attach 1